Swarmer, Inc 8-K, filed Nov 3, 2026
Swarmer, Inc (SWMR)
About this 8-K
Swarmer, Inc filed this 8-K on November 3, 2026, reporting on events of November 2, 2026.
Swarmer stockholders approved the issuance of up to 5,487,067 shares in connection with its acquisition of LIMITED LIABILITY COMPANY “JK LAND VEHICLES”, including up to 4,422,125 shares tied to earnout targets. AI summary
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 2, 2026, Swarmer, Inc (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Company considered and voted on two proposals, each of which was described in detail in the Company’s proxy statement, filed with the U.S. Securities and Exchange Commission on October 6, 2026 (the “Proxy Statement”). As of the close of business on September 11, 2026, the record date for the Special Meeting (the “Record Date”), 16,610,264 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) were issued and outstanding and entitled to vote at the Special Meeting. Holders of 10,683,845 shares of Common Stock voted, constituting 64.32% of the voting power of all shares entitled to vote at the Special Meeting, which represented a quorum for the Special Meeting.
At the Special Meeting, the stockholders voted on proposals to: (1) approve the issuance of (i) up to 5,487,067 shares of the Company’s Common Stock, consisting of 1,064,942 shares of Common Stock issued at the closing of the Company’s acquisition (the “Acquisition”) of LIMITED LIABILITY COMPANY “JK LAND VEHICLES”, a limited liability company existing under the laws of Ukraine (“Ratel Robotics”), and (ii) up to 4,422,125 shares issuable upon Ratel Robotics’ achievement of certain earnout targets, in connection with the Acquisition pursuant to the Participatory Interests Purchase Agreement, dated as of September 9, 2026, by and among the Company, Ratel Robotics and the sellers named therein (the “Share Issuance Proposal”) and (2) approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal, each proposal as further detailed in the Proxy Statement.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Special Meeting.
| Proposal 1: | To approve the issuance of up to 5,487,067 shares of Common Stock in connection with the Acquisition. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 10,598,979 | 54,884 | 29,982 | — | |||||||||||
| Proposal 2: | To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal. |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 10,557,724 | 97,705 | 28,416 | — | |||||||||||
Each of the proposals received the necessary votes in favor to be adopted by the Company’s stockholders at the Special Meeting.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| Swarmer, Inc | ||
| Date: November 3, 2026 | By: | /s/ Alexander Fink |
| Name: | Alexander Fink | |
| Title: | Chief Executive Officer (U.S.) and President | |