Swarmer, Inc. 10-Q 季度報告摘要（截至2026年3月31日）

10-Q
 
 
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 10-Q
 
 
(Mark One)

 
 
 
 
 

 
 ☒

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 For the quarterly period ended March 31, 2026
OR
 

 
 
 
 
 

 
 ☐

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 For the transition period from to 
Commission File Number: 001-43192
 
 
Swarmer, Inc
(Exact Name of Registrant as Specified in its Charter)
 
 

 
 
 
 
 

 
 Delaware

 93-1378503

 

 
 ( State or other jurisdiction of
incorporation or organization)

 (I.R.S. Employer
Identification No.)

 

 
 4515 Seton Center Pkwy #330
Austin, TX

 78759

 

 
 (Address of principal executive offices)

 (Zip Code)

 

 Registrant’s telephone number, including area code: (512) 305-3513
 
 
Securities registered pursuant to Section 12(b) of the Act: 
 

 
 
 
 
 
 
 
 

 
 Title of each class

  

 Trading
Symbol(s)

  

 Name of each exchange on which registered

 

 
 Common Stock, par value $0.00001 per share

  

 SWMR

  

 The Nasdaq Stock Market LLC

 

  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 

 
 
 
 
 
 
 
 
 
 

 
 Large accelerated filer

  

 ☐

  

 Accelerated filer

  

 ☐

 

 
 Non-accelerated filer

  

 ☒

  

 Smaller reporting company

  

 ☒

 

 
 Emerging growth company

  

 ☒

  

  

  

  

 

  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 12, 2026, the registrant had 11,210,256 shares of common stock, $0.00001 par value per share, outstanding.
 
 

 

 
 

 Special Note Regarding Forward-Looking Statements 
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, plans for our products, future research and development costs, regulatory approvals, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:
•estimates of our addressable market, market growth, future revenue, key performance indicators, expenses, capital requirements and our needs for additional financing;

•our ability to obtain funding for our operations;

•our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

•the implementation of our business model, strategic plans for our business and technology;

•the scope of protection we are able to establish and maintain for intellectual property rights covering our technology;

•developments relating to our competitors and our industry;

•legal and regulatory developments relating to artificial intelligence (“AI”) and unmanned systems;

•the accuracy of our estimates regarding expenses, capital requirements and needs for additional financing;

•our financial performance; and

•the ongoing military invasion by Russia in Ukraine and its impact on the continued deployment of our software products, AI systems and operational datasets.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in the “Risk Factors” sections of this Quarterly Report on Form 10-Q and the final prospectus for our initial public offering, dated as of March 16, 2026, and filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(4) on March 18, 2026. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect.
We do not use the ® or ™ symbol in each instance in which one of our trademarks appears in this report, but this should not be construed as any indication that we will not assert our rights thereto to the fullest extent under applicable law.

 i

 
 

 Table of Contents
 

 
 
 
 
 
 

 
  

  

 Page

 

 
  

  

  

 

 
 PART I.

 FINANCIAL INFORMATION

 1

 

 
  

  

  

 

 
 Item 1.

 Financial Statements (Unaudited)

 1

 

 
  

 Condensed Consolidated Balance Sheets

 1

 

 
  

 Condensed Consolidated Statements of Operations and Comprehensive Loss

 2

 

 
  

 Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit)

 3

 

 
  

 Condensed Consolidated Statements of Cash Flows

 4

 

 
  

 Notes to Unaudited Condensed Consolidated Financial Statements

 5

 

 
 Item 2.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 12

 

 
 Item 3.

 Quantitative and Qualitative Disclosures About Market Risk

 19

 

 
 Item 4.

 Controls and Procedures

 19

 

 
  

  

  

 

 
 PART II.

 OTHER INFORMATION

 20

 

 
  

  

  

 

 
 Item 1.

 Legal Proceedings

 20

 

 
 Item 1A.

 Risk Factors

 20

 

 
 Item 2.

 Unregistered Sales of Equity Securities and Use of Proceeds

 46

 

 
 Item 3.

 Defaults Upon Senior Securities

 46

 

 
 Item 4.

 Mine Safety Disclosures

 46

 

 
 Item 5.

 Other Information

 46

 

 
 Item 6.

 Exhibits

 47

 

 
 Signatures

 49

 

  

 ii

 
 

 PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
SWARMER, INC 
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 March 31,
2026

  

  

 December 31,
2025

  

 

 
  

  

  

  

  

  

  

 

 
 Assets

  

  

  

  

  

  

 

 
 Current assets:

  

  

  

  

  

  

 

 
 Cash and cash equivalents

  

 $

 23,472,156

  

  

 $

 9,283,566

  

 

 
 Prepaid expenses and other current assets

  

  

 795,309

  

  

  

 115,473

  

 

 
 Total current assets

  

  

 24,267,465

  

  

  

 9,399,039

  

 

 
 Property and equipment, net

  

  

 309,457

  

  

  

 227,908

  

 

 
 Operating lease right-of-use asset

  

  

 115,494

  

  

  

 131,184

  

 

 
 Deferred offering costs

  

  

 —

  

  

  

 471,719

  

 

 
 Other assets

  

  

 234,694

  

  

  

 106,830

  

 

 
 Total assets

  

 $

 24,927,110

  

  

 $

 10,336,680

  

 

 
 Liabilities, convertible preferred stock and shareholders' deficit

  

  

  

  

  

  

 

 
 Current liabilities:

  

  

  

  

  

  

 

 
 Accounts payable

  

 $

 344,253

  

  

 $

 223,236

  

 

 
 Accrued expenses and other current liabilities

  

  

 747,538

  

  

  

 680,782

  

 

 
 Grant advance

  

  

 182,667

  

  

  

 189,200

  

 

 
 Deferred revenue

  

  

 2,371

  

  

  

 23,272

  

 

 
 Operating lease liability - current

  

  

 72,070

  

  

  

 70,703

  

 

 
 Total current liabilities

  

  

 1,348,899

  

  

  

 1,187,193

  

 

 
 Operating lease liability - non-current

  

  

 57,620

  

  

  

 76,273

  

 

 
 Total liabilities

  

  

 1,406,519

  

  

  

 1,263,466

  

 

 
 Convertible preferred stock, par value $0.00001 per share:

  

  

  

  

  

  

 

 
 Series A preferred stock: 10,000,000 shares authorized as of March 31, 2026 and 4,358,597 shares authorized as of December 31, 2025; no shares issued and outstanding as of March 31, 2026 and 3,661,083 shares issued and outstanding as of December 31, 2025

  

  

 —

  

  

  

 19,013,673

  

 

 
 Commitments and contingencies (Note 5)

  

  

  

  

  

  

 

 
 Shareholders' equity (deficit)

  

  

  

  

  

  

 

 
 Common stock, $0.00001 par value; 200,000,000 and 25,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; 11,210,256 and 1,410,975 shares issued as of March 31, 2026 and December 31, 2025, respectively; and 10,798,722 and 911,255 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

  

  

 110

  

  

  

 10

  

 

 
 Additional paid-in capital

  

  

 38,606,840

  

  

  

 663,514

  

 

 
 Accumulated other comprehensive loss

  

  

 (28,441

 )

  

  

 (4,900

 )

 

 
 Accumulated deficit

  

  

 (15,057,918

 )

  

  

 (10,599,083

 )

 

 
 Total shareholders' equity (deficit)

  

  

 23,520,591

  

  

  

 (9,940,459

 )

 

 
 Total liabilities, convertible preferred stock and shareholders' equity (deficit)

  

 $

 24,927,110

  

  

 $

 10,336,680

  

 

  

 The accompanying footnotes are an integral part of these unaudited Condensed Consolidated Financial Statements.
1

 
 

 SWARMER, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended March 31,

  

 

 
  

  

 2026

  

  

 2025

  

 

 
  

  

  

  

  

  

  

 

 
 Revenue

  

 $

 20,325

  

  

 $

 110,704

  

 

 
 Cost of revenue

  

  

 39,924

  

  

  

 45,542

  

 

 
 Gross margin

  

  

 (19,599

 )

  

  

 65,162

  

 

 
 Operating expenses:

  

  

  

  

  

  

 

 
 Selling, general and administrative

  

  

 3,004,879

  

  

  

 255,281

  

 

 
 Research and development

  

  

 1,486,082

  

  

  

 522,198

  

 

 
 Total operating expenses

  

  

 4,490,961

  

  

  

 777,479

  

 

 
 Loss from operations

  

  

 (4,510,560

 )

  

  

 (712,317

 )

 

 
 Other income:

  

  

  

  

  

  

 

 
 Other income

  

  

 51,725

  

  

  

 18,340

  

 

 
 Loss before income taxes

  

  

 (4,458,835

 )

  

  

 (693,977

 )

 

 
 Income tax expense

  

  

 —

  

  

  

 —

  

 

 
 Net loss

  

 $

 (4,458,835

 )

  

 $

 (693,977

 )

 

 
 Net loss per share of common stock, basic and diluted

  

 $

 (0.28

 )

  

 $

 (0.25

 )

 

 
 Weighted-average shares of common stock outstanding, basic and diluted

  

  

 16,064,920

  

  

  

 2,725,467

  

 

 
 Comprehensive loss:

  

  

  

  

  

  

 

 
 Foreign currency translation adjustments

  

  

 (23,541

 )

  

  

 266

  

 

 
 Total comprehensive loss

  

 $

 (4,482,376

 )

  

 $

 (693,711

 )

 

  

 The accompanying footnotes are an integral part of these unaudited Condensed Consolidated Financial Statements.
2

 
 

 SWARMER, INC
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
 
For the Three Months Ended March 31, 2026
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Series A Convertible Preferred Stock

  

  

 Common Stock

  

  

 Additional
Paid-in-

  

  

 Accumulated
Other
Comprehensive

  

  

 Accumulated

  

  

  

  

 

 
  

  

 Shares

  

  

 Amount

  

  

 Shares

  

  

 Amount

  

  

 Capital

  

  

 Loss

  

  

 Deficit

  

  

 Total

  

 

 
 Balance at December 31, 2025

  

  

 3,661,083

  

  

 $

 19,013,673

  

  

  

 911,255

  

  

 $

 10

  

  

 $

 663,514

  

  

 $

 (4,900

 )

  

 $

 (10,599,083

 )

  

 $

 (9,940,459

 )

 

 
 Sale of Series A-1 convertible preferred stock

  

  

 558,116

  

  

  

 3,472,095

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

 

 
 Issuance of common stock and pre-funded warrants for conversion of Series A convertible preferred stock

  

  

 (4,219,199

 )

  

  

 (22,485,768

 )

  

  

 6,137,634

  

  

  

 62

  

  

  

 22,485,706

  

  

  

 —

  

  

  

 —

  

  

  

 22,485,768

  

 

 
 Issuance of common stock under initial public offering, net of underwriters discounts

  

  

 —

  

  

  

 —

  

  

  

 3,450,000

  

  

  

 35

  

  

  

 16,014,965

  

  

  

 —

  

  

  

 —

  

  

  

 16,015,000

  

 

 
 Reclassification of deferred financing costs to additional paid-in capital upon consummation of public offering and sale of Series A convertible preferred stock

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 (839,222

 )

  

  

 —

  

  

  

 —

  

  

  

 (839,222

 )

 

 
 Issuance of common stock upon exercise of stock options

  

  

 —

  

  

  

 —

  

  

  

 211,647

  

  

  

 2

  

  

  

 (2

 )

  

  

 —

  

  

  

 —

  

  

  

 —

  

 

 
 Issuance of common stock on vesting of restricted stock awards

  

  

 —

  

  

  

 —

  

  

  

 88,186

  

  

  

 1

  

  

  

 (1

 )

  

  

 —

  

  

  

 —

  

  

  

 —

  

 

 
 Share-based compensation

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 281,880

  

  

  

 —

  

  

  

 —

  

  

  

 281,880

  

 

 
 Foreign currency translation adjustments

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 (23,541

 )

  

  

 —

  

  

  

 (23,541

 )

 

 
 Net loss

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 (4,458,835

 )

  

  

 (4,458,835

 )

 

 
 Balance at March 31, 2026

  

  

 —

  

  

 $

 -

  

  

  

 10,798,722

  

  

 $

 110

  

  

 $

 38,606,840

  

  

 $

 (28,441

 )

  

 $

 (15,057,918

 )

  

 $

 23,520,591

  

 

  
For the Three Months Ended March 31, 2025
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

  

 Common Stock

  

  

 Additional
Paid-in-

  

  

 Accumulated
Other
Comprehensive

  

  

 Accumulated

  

  

  

  

 

 
  

  

  

 Shares

  

  

 Amount

  

  

 Capital

  

  

 Loss

  

  

 Deficit

  

  

 Total

  

 

 
 Balance at December 31, 2024

  

  

  

 558,511

  

  

 $

 6

  

  

 $

 1,207

  

  

 $

 (609

 )

  

 $

 (2,069,820

 )

  

 $

 (2,069,216

 )

 

 
 Issuance of common stock on vesting of restricted stock awards

  

  

  

 88,186

  

  

  

 1

  

  

  

 (1

 )

  

  

 —

  

  

  

 —

  

  

  

 —

  

 

 
 Share-based compensation

  

  

  

 —

  

  

  

 —

  

  

  

 10,233

  

  

  

 —

  

  

  

 —

  

  

  

 10,233

  

 

 
 Foreign currency translation adjustments

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 266

  

  

  

 —

  

  

  

 266

  

 

 
 Net loss

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 —

  

  

  

 (693,977

 )

  

  

 (693,977

 )

 

 
 Balance at March 31, 2025

  

  

  

 646,697

  

  

 $

 7

  

  

 $

 11,439

  

  

 $

 (343

 )

  

 $

 (2,763,797

 )

  

 $

 (2,752,694

 )

 

  

 The accompanying footnotes are an integral part of these unaudited Condensed Consolidated Financial Statements.
3

 
 

 SWARMER, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended March 31,

  

 

 
 Operating activities:

  

 2026

  

  

 2025

  

 

 
 Net loss

  

 $

 (4,458,835

 )

  

 $

 (693,977

 )

 

 
 Adjustments to reconcile net loss to net cash used in operating activities:

  

  

  

  

  

  

 

 
 Depreciation expense

  

  

 38,237

  

  

  

 —

  

 

 
 Amortization of ROU asset

  

  

 15,690

  

  

  

 —

  

 

 
 Share-based compensation expense

  

  

 281,880

  

  

  

 10,233

  

 

 
 Changes in operating assets and liabilities:

  

  

  

  

  

  

 

 
 Unbilled revenue

  

  

 —

  

  

  

 (34,269

 )

 

 
 Prepaid expenses and other current assets

  

  

 (220,046

 )

  

  

 (23,036

 )

 

 
 Other assets

  

  

 (128,108

 )

  

  

 (2,945

 )

 

 
 Accounts payable

  

  

 98,580

  

  

  

 40,890

  

 

 
 Accrued expenses and other liabilities

  

  

 133,172

  

  

  

 6,570

  

 

 
 Deferred revenue

  

  

 (20,332

 )

  

  

 14,737

  

 

 
 Operating lease liability

  

  

 (17,286

 )

  

  

 —

  

 

 
 Net cash used in operating activities

  

  

 (4,277,048

 )

  

  

 (681,797

 )

 

 
 Investing activities:

  

  

  

  

  

  

 

 
 Purchase of property and equipment

  

  

 (124,331

 )

  

  

 —

  

 

 
 Cash used in investing activities

  

  

 (124,331

 )

  

  

 —

  

 

 
 Financing activities:

  

  

  

  

  

  

 

 
 Proceeds from initial public offering, net of underwriting discounts

  

  

 16,015,000

  

  

  

 —

  

 

 
 Proceeds from sale of Series A-1 convertible preferred stock

  

  

 3,472,095

  

  

  

 —

  

 

 
 Payment of financing costs

  

  

 (870,790

 )

  

  

 —

  

 

 
 Cash provided by financing activities

  

  

 18,616,305

  

  

  

 —

  

 

 
 Effect of exchange rates on cash and cash equivalents

  

  

 (26,336

 )

  

  

 (1,785

 )

 

 
 Net increase (decrease) in cash and cash equivalents

  

  

 14,188,590

  

  

  

 (683,582

 )

 

 
 Cash and cash equivalents at the beginning of the period

  

  

 9,283,566

  

  

  

 2,081,086

  

 

 
 Cash and cash equivalents at the end of the period

  

 $

 23,472,156

  

  

 $

 1,397,504

  

 

 
 Supplemental non-cash investing and financing activities:

  

  

  

  

  

  

 

 
 Conversion of Series A convertible preferred stock into common stock and pre-funded warrants

  

 $

 22,485,768

  

  

 $

 —

  

 

 
 Financing costs included in accounts payable

  

 $

 22,500

  

  

 $

 —

  

 

  

 The accompanying footnotes are an integral part of these unaudited Condensed Consolidated Financial Statements.
4

 
 

 SWARMER, INC
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.Nature of Operations

Swarmer, Inc (“Swarmer,” the “Company,” “we,” “us,” and “our”) a Delaware corporation, and its wholly owned subsidiaries is a provider of autonomous drone swarm software and artificial intelligence solutions, specializing in vendor-agnostic technologies that address critical operational challenges faced by modern military forces. The Company’s primary customer base consists of drone manufacturers who license Swarmer’s software for integration with their hardware platforms. Swarmer delivers software platforms and AI systems that enable military organizations to deploy and coordinate large-scale unmanned systems operations without requiring proportional increases in trained operators. The Company’s primary mission areas include autonomous swarm coordination, multi-domain unmanned systems integration, AI-powered collaborative autonomy, and command and control software for distributed robotic operations.
During January 2026, the Company sold 558,116 shares of Series A-1 convertible preferred stock at a price of $6.2711 per share for gross proceeds of approximately $3.5 million.
On February 18, 2026, the Company’s board of directors approved a 1.8813-for-1 forward stock split of the Company’s issued and outstanding common stock. The forward stock split became effective on February 18, 2026. All common share amounts, per share amounts, exercise prices, conversion ratios and other share-related information presented in these condensed consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the stock split for all periods presented.
On March 18, 2026, the Company completed its initial public offering (“IPO”) of 3,450,000 shares of common stock at a public offering price of $5.00 per share. Net proceeds to the Company, after deducting underwriting discounts, commissions and offering expenses, were approximately $15.1 million. In connection with the IPO, all outstanding shares of the Company’s Series A convertible preferred stock automatically converted into an aggregate of (i) 6,137,634 shares of common stock and (ii) pre-funded warrants to purchase up to 1,799,970 shares of common stock.

2.Going Concern and Liquidity

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company has incurred recurring losses and negative cash flows from operations since inception, and, as of March 31, 2026, the Company had cash and cash equivalents of $23.5 million and an accumulated deficit of $15.1 million. In January 2026, the Company sold 558,116 shares of Series A-1 convertible preferred stock at a price of $6.2711 per share for gross proceeds of approximately $3.5 million. On March 18, 2026, the Company completed its initial public offering, selling 3,450,000 shares of common stock at a price of $5.00 per share for gross proceeds of approximately $17.3 million.
Since its inception in May 2023, the Company has funded its operations through the sale of simple agreements for equity (“SAFEs”), the sale of Series A convertible preferred stock and product sales, and its initial public offering. Based on the Company’s current operating plan, expected operating expenditures, and existing cash and cash equivalents, management has concluded that the Company’s current capital resources are sufficient to fund operations for at least twelve months from the date the accompanying condensed consolidated financial statements are issued.
As the Company continues to pursue its business plan, it may seek to finance its operations through additional equity offerings, debt financings, or other capital sources. However, there can be no assurance that any additional financing or strategic arrangements will be available to the Company on acceptable terms, if at all.

3.Summary of Significant Accounting Policies

Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Swarmer, Inc and its wholly owned subsidiaries, Autonomous Robotics Systems LLC ("ARS") and Swarmer Estonia OÜ ("Estonia"). All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to Quarterly Reports on Form 

 5

 
 

 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the interim periods presented. Interim results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026 or any future period.
The December 31, 2025 condensed consolidated balance sheet included herein was derived from the audited financial statements as of that date but does not include all disclosures required by U.S. GAAP for annual financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) filed on March 17, 2026. 

Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Foreign Currency Translation
The consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The functional currency of ARS and Estonia is the Ukrainian Hryvnia and the Euro, respectively. Expenses have been translated into U.S. dollars at average exchange rates prevailing during the period.
Assets and liabilities have been translated at the rates of exchange on the balance sheet dates and equity accounts at their historic rates. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income (loss).

Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, which at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company holds cash at financial institutions that the Company believes are good credit, quality financial institutions and limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the banks with which it does business.
For the three months ended March 31, 2026 and 2025, one customer accounted for substantially all of the Company’s revenue. 

Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-03, “Business Combination and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting, especially when companies merge with a special-purpose acquisition company (“SPAC”). ASU 2025-03 requires entities to apply the same factors used for determining the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026 including interim periods within those annual periods, with early adoption permitted. The Company has evaluated ASU 2025-03 and does not expect its adoption to have a material impact on its consolidated financial statements, as the Company does not currently have variable interest entity arrangements.

 6

 
 

 In July 2025, the Financial Accounting Standards Board issued ASU 2025-05, "Measurement of Credit Losses for Accounts Receivable and Contract Assets", which amends ASC 326 and provides a practical expedient for entities when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change over the remaining life of such financial assets, thereby reducing the complexity associated with developing reasonable and supportable forecasts. The update also permits entities that are not public business entities to elect an accounting policy to consider subsequent collection activity when estimating expected credit losses; this provision is not applicable to the Company. The amendments are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements and related disclosures and does not expect adoption to have a material impact on its financial position, results of operations, or cash flows.

4.Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of:
 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 March 31,

  

  

 December 31,

  

 

 
  

  

 2026

  

  

 2025

  

 

 
 Liability under D&O insurance premium financing

  

 $

 417,774

  

  

 $

 —

  

 

 
 Consulting and professional fees

  

  

 297,604

  

  

  

 635,678

  

 

 
 Compensation

  

  

 690

  

  

  

 13,272

  

 

 
 Other

  

  

 31,470

  

  

  

 31,832

  

 

 
 

  

 $

 747,538

  

  

 $

 680,782

  

 

 

 
5.Commitments and Contingencies

In the ordinary course of business, the Company may be subject to certain other legal actions and claims, which may arise from time to time. The Company is not aware of any such pending legal or other proceedings that are reasonably likely to have a material impact on the Company. Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include, monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows. Additionally, the Company may in the future incur judgments or enter into settlements of claims which may have a material adverse impact on the Company’s business, financial position, results of operations and/or cash flows.
Operating Lease
In October 2025, the Company entered into a 26-month operating lease agreement for office space (the “Operating Lease”) in Austin, Texas. As of March 31, 2026, the Company maintains a security deposit in the amount of $21,000 within other assets in the accompanying consolidated balance sheets. Total lease expense for the Operating Lease in the consolidated statements of operations and comprehensive loss was approximately $17,208 for the three months ended March 31, 2026.
The maturity of the Company’s operating lease liability as of March 31, 2026 was as follows:
 

 
 
 
 
 
 
 
 

 
  

  

 Operating leases

  

 

 
 2026

  

 $

 56,790

  

 

 
 2027

  

  

 77,860

  

 

 
 Total lease payments

  

  

 134,650

  

 

 
 Less: present value adjustment

  

  

 (4,960

 )

 

 
 Total lease liabilities

  

 $

 129,690

  

 

 
 
At March 31, 2026, the remaining lease term was 1.75 years and the discount rate was 4.50%.
In November 2025, the Company entered into an agreement for office space in Poland, which may be terminated at any time with 90-day notice. Rent expense related to this agreement was de minimis for the three months ended March 31, 2026.

 7

 
 

 6.Revenue

The following table summarizes revenue recognized for each respective period, disaggregated by timing of recognition (point-in-time versus over-time) and by type of performance obligation:
 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended March 31,

  

 

 
  

  

 2026

  

  

 2025

  

 

 
 Performance obligations satisfied at point in time

  

 $

 —

  

  

 $

 78,249

  

 

 
 Performance obligations satisfied over time

  

  

 20,325

  

  

  

 32,455

  

 

 
 Total

  

 $

 20,325

  

  

 $

 110,704

  

 

 
 
Substantially all of the Company’s revenue for the three months ended March 31, 2026 and 2025 was derived in Europe.
Amounts due to the Company for satisfying revenue recognition criteria which have not yet been invoiced are recorded as unbilled revenue in the Company’s consolidated balance sheets. Contract liabilities consist of amounts received prior to satisfying the revenue recognition criteria, which are recorded as deferred revenue in the Company’s consolidated balance sheets.
The following table summarizes the changes in deferred revenue:
 

 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

 Three Months Ended March 31,

  

 

 
  

  

 2026

  

  

 2025

  

 

 
 Balance, beginning of period

  

 $

 23,272

  

  

 $

 —

  

 

 
 Deferral of revenue

  

  

 (576

 )

  

  

 110,704

  

 

 
 Recognition of unearned revenue

  

  

 (20,325

 )

  

  

 (110,704

 )

 

 
 Balance, end of period

  

 $

 2,371

  

  

 $

 —

  

 

 

 
7.Stockholders’ Equity

Preferred Stock Financing and Conversion
From September through December 2025, the Company issued and sold an aggregate of 1,933,605 shares of its Series A-1 convertible preferred stock at a price of $6.2711 per share for net proceeds of approximately $12.0 million, after deducting issuance costs of approximately $0.1 million. In connection with these issuances, certain investors were eligible to receive warrants to purchase shares of the Company’s common stock based on their investment amounts.
During the three months ended March 31, 2026, the Company issued an additional 558,116 shares of Series A convertible preferred stock at a purchase price of $6.2711 per share for gross proceeds of approximately $3.5 million pursuant to the same financing arrangements entered into in 2025.
Immediately prior to the closing of the Company’s IPO on March 18, 2026, all outstanding shares of Series A convertible preferred stock automatically converted into either shares of common stock or pre-funded warrants exercisable for shares of common stock in accordance with the terms of the Company’s then-existing amended and restated certificate of incorporation. A total of 4,219,199 shares of Series A convertible preferred stock were outstanding immediately prior to conversion, representing a carrying value of approximately $22.5 million.
Upon conversion, holders received an aggregate of 6,137,634 shares of common stock. In lieu of receiving common stock, one investor elected to receive a pre-funded warrant exercisable for 1,799,970 shares of common stock with a nominal exercise price.
Following the completion of the IPO, no shares of Series A convertible preferred stock remained issued or outstanding.
Initial Public Offering
On March 18, 2026, the Company completed its IPO of 3,450,000 shares of common stock, which included the full exercise of the underwriters’ over-allotment option, at a public offering price of $5.00 per share. The Company received gross proceeds of approximately $17.3 million and net proceeds of approximately $15.1 million after deducting underwriting discounts and commissions of approximately $1.0 million and other offering costs of approximately $1.1 million.
Common Stock

 8

 
 

 As of March 31, 2026, the Company had 200,000,000 shares of common stock authorized, 11,210,256 shares issued, and 10,798,722 shares outstanding.
Pre-Funded Warrants
As of March 31, 2026, the Company had 1,799,970 pre-funded warrants outstanding. These warrants were issued in connection with the automatic conversion of Series A convertible preferred stock immediately prior to the Company’s initial public offering, whereby one investor elected to receive pre-funded warrants in lieu of shares of common stock otherwise issuable upon conversion.
Each pre-funded warrant is exercisable for one share of common stock at a nominal exercise price of $0.01 per share, with the remaining exercise price having been paid at issuance. The warrants are exercisable at any time and remain outstanding until exercised in full, subject to customary beneficial ownership limitations, which generally prohibit exercise to the extent the holder would beneficially own more than 4.99% of the Company’s outstanding common stock.
The Company evaluated the pre-funded warrants in accordance with ASC 815-40 and concluded that they meet the criteria for equity classification. Accordingly, the pre-funded warrants are recorded within stockholders’ equity.
Common Stock Purchase Warrants
As of March 31, 2026, the Company had 2,999,950 common stock purchase warrants outstanding, which were issued in connection with prior preferred stock financings. Each warrant is exercisable for one share of common stock at an exercise price of $3.3334 per share and became exercisable upon the effectiveness of the Company’s IPO registration statement.
The Company evaluated these warrants under ASC 815-40 and concluded that they meet the criteria for equity classification. Accordingly, these warrants are included within stockholders’ equity.

8.Share-based Compensation

In 2023, the Company adopted the 2023 Stock Plan, followed by the adoption of the 2024 Stock Plan in 2024. In connection with the Company’s IPO, the Company adopted the 2026 Equity Plan (the “2026 Plan”), which superseded the 2023 Stock Plan and the 2024 Stock Plan with respect to future equity award grants. Under the Company’s equity compensation plans, employees, officers, directors, consultants, and advisors are eligible to receive stock options, restricted stock awards (“RSAs”), and other share-based awards. No further grants will be made under the 2023 Stock Plan or the 2024 Stock Plan following adoption of the 2026 Plan, although awards previously granted under those plans remain outstanding in accordance with their terms. The 2026 Plan initially authorized the issuance of 5,400,000 shares of common stock. In addition, up to 2,044,355 shares underlying awards previously granted under the 2024 Stock Plan may become available for issuance under the 2026 Plan to the extent such awards are forfeited, cancelled, expire unexercised or otherwise terminate without the issuance of shares. As of March 31, 2026, 4,871,168 shares remained available for future issuance under the 2026 Plan.
Stock Options
The Company has issued incentive stock options and non-statutory stock options that have a contractual life of 10 years and may be exercisable in cash or as otherwise determined by the board of directors. Vesting generally occurs over a period of four years.
The following table summarizes stock option activity for the Plan:
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
  

  

  

  

  

  

  

 Weighted

  

 

 
  

  

  

  

  

  

  

 Average

  

 

 
  

  

  

  

 Weighted

  

  

 Remaining

  

 

 
  

 Number of

  

  

 Average

  

  

 Contractual

  

 

 
  

 Shares

  

  

 Exercise Price

  

  

 Term (years)

  

 

 
 Outstanding at December 31, 2025

  

 9,072,974

  

  

 $

 0.91

  

  

  

 —

  

 

 
 Granted

  

 1,110,416

  

  

  

 4.54

  

  

  

 —

  

 

 
 Exercised

  

 (211,647

 )

  

  

 —

  

  

  

 —

  

 

 
 Forfeited

  

 (164,613

 )

  

  

 —

  

  

  

 —

  

 

 
 Outstanding at March 31, 2026

  

 9,807,130

  

  

 $

 1.36

  

  

  

 8.33

  

 

 
 Vested and Exercisable at March 31, 2026

  

 4,270,235

  

  

 $

 0.17

  

  

  

 7.64

  

 

 
 

 9

 
 

 The weighted average grant date fair value of options granted during the three months ended March 31, 2026, was $2.09. The weighted average grant date fair value of options granted during the three months ended March 31, 2025 was $0.81. As of March 31, 2026, total unrecognized compensation expense related to unvested stock option awards was approximately $3.1 million, which is expected to be recognized over a weighted-average remaining vesting period of approximately 3.5 years.
The fair value of each option granted during the three months ended March 31, 2026, was estimated on the date of grant using the weighted average assumptions in the table below:
 

 
 
 
 
 
 
 

 
  

 BSM
Assumptions
for Grants in
2026

  

 

 
 Expected volatility

  

 51.5

 %

 

 
 Risk-free interest rate

  

 3.9

 %

 

 
 Expected term (in years)

  

 6.0

  

 

 
 Expected dividend yield

  

 0.0

 %

 

 
 
During the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expenses totaling $0.3 million and $0.0 million, respectively under selling, general and administrative expense and $0.0 million and $0.0 million, respectively, under research and development expense in the consolidated statement of operations and comprehensive loss.
Performance-based stock options
The table above includes 709,890 option awards granted to the Company’s non-executive chairman of the Board of Directors in December 2025, for which vesting is contingent upon the achievement of certain operational, financing, and market-based milestones, and 70,549 option awards granted to a member of executive management, for which vesting is contingent upon the achievement of operational performance milestones. Compensation expense associated with these awards is recognized only when management determines it is probable that the applicable performance conditions will be achieved. During the three months ended March 31, 2026, no expense was recognized because the performance conditions were not considered probable of achievement.
Restricted Stock
In May 2023, the Company issued 1,410,975 shares of restricted stock to a founder of the Company which were determined to have a de minimis value at the date of issuance. The shares vest over a 4-year period from the issuance date:
 

 
 
 
 
 
 
 
 
 
 
 

 
  

 Weighted Average Grant
Date Fair Value

  

 

 
 Unvested at December 31, 2025

  

 499,720

  

  

 $

 0.00

  

 

 
 Vested

  

 (88,186

 )

  

  

 —

  

 

 
 Unvested at March 31, 2026

  

 411,534

  

  

 $

 0.00

  

 

 

 
9.Net Loss Per Share

Net loss per common share is calculated in accordance with ASC 260, Earnings Per Share. Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, including 1,799,970 shares underlying pre-funded warrants and 3,997,760 vested stock options that are exercisable for nominal consideration. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common s