SWMR — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On June 10, 2026, we entered into a common stock purchase agreement (“Purchase Agreement”) in connection with an equity line of credit (“ELOC”) with Lucid Capital Markets, LLC (“Lucid”), providing us with the ability, at our discretion, to sell up to 3,000,000 shares of our common stock over a 24-mo…

• The facility became available on June 15, 2026 following the effectiveness of the related resale registration statement. During the period from commencement through June 30, 2026, we sold 313,996 shares of common stock under the ELOC for aggregate gross proceeds of approximately $13.5 million.

• From its commencement on June 15, 2026 through August 10, 2026, we sold a total of 642,484 shares of common stock under the ELOC facility for aggregate gross proceeds of approximately $26.8 million.

• Swarmer Awarded $3.9 Million in Contracts to Outfit SkyKnight Drones With Swarming Software

• On May 11, 2026, our wholly owned subsidiary, Swarmer Estonia OÜ ("Estonia"), a private limited company organized under the laws of Estonia, entered into a Master Supplier Agreement (the “MB MSA”) with Meta Bureau LLC (“MB”) for the use of our proprietary software in MB’s quadcopter bombers and othe…

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• Swarmer Awarded $2.9 Million Contract to Outfit SkyKnight Drones With Swarming Software

• On May 11, 2026, our wholly owned subsidiary, Swarmer Estonia OÜ, a private limited company organized under the laws of Estonia, entered into a Master Supplier Agreement (the “MB MSA”) with Meta Bureau LLC (“MB”) for the use of our proprietary software in MB’s quadcopter bombers and other unmanned a…

• MSA also provides for additional software upgrades upon MB’s election with additional fees of up to approximately $10.4 million upon any such election in full.

• We believe there is substantial opportunity to continue to grow our customer base. We intend to drive new customer acquisitions by continuing to invest significantly in sales and marketing to engage our prospective customers, increase brand awareness and drive adoption of our software platforms and …

• We believe there is a significant opportunity to acquire best-in-class technologies and world-class teams in related and adjacent defense technology markets. As a hardware-agnostic software company, we have good visibility into the ecosystem and real-world data that helps us understand which technol…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Under standards established by the Public Company Accounting Oversight Board, or …

• We have identified the following material weaknesses in the design of our internal controls:

• We have not designed and implemented controls to ensure we can record, process, summarize, and report financial data.

• We have not yet designed and implemented user access controls to ensure appropriate segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to appropriate personnel.

• We did not design and maintain effective controls associated with the timing of when we recognized revenue, and controls related to the timing of when we accrue and recognize expenses.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors described in Part II, Item 1A, "Risk Factors," of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the "Q1 2026 Form 10-Q"), filed with the SEC on May 14, 20…

• It is not possible to predict the actual number of shares of our common stock we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales or the dilution to stockholders from those sales. Further, our inability to access a part or all of the amount available un…

• Pursuant to the Purchase Agreement, Lucid has committed to purchase up to 3,000,000 shares of common stock from us, subject to certain limitations and conditions set forth in the Purchase Agreement. The shares of our common stock that may be issued under the Purchase Agreement may be sold by us to L…

• We generally have the right to control the timing and amount of any sales of our common stock to Lucid under the Purchase Agreement. Sales of our common stock to Lucid under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide t…

• Because the purchase price per share of common stock to be paid by Lucid for additional common stock that we may elect to sell to Lucid under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we make such election, it is not possible for us to …

Text removed vs the prior filing · source: 10-Q · 2026-05-14

• The following risk factors and other information included in this Quarterly Report on Form 10-Q should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less signi…

• We have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability.

• Since our inception, we have incurred significant net losses. Our net losses were $4.5 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of approximately $15.1 million. To date, we have financed our operatio…

• We expect our operating expenses to increase significantly as we pursue our growth strategy, including expending substantial resources for research, development and marketing. The extent of our future operating losses and the timing of profitability are highly uncertain, and we expect to continue in…

• Even if we achieve profitability, we may not be able to sustain or increase such profitability. Additionally, our costs may increase in future periods and we may expend substantial financial and other resources on, among things, sales and marketing, the hiring of additional officers, employees, cont…