SWMR 10-K & 10-Q changes, risk factors and insider trading
Swarmer, Inc · Nasdaq · Services-Prepackaged Software · CIK 2092574 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
New heading “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 under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.”
Removed heading “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 significant may also impair our business operations. Please see page i of this Quarterly Report on Form 10-Q for a discussion of some of the forward-looking statements that are qualified by these risk factors. If any of the following risks occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected.”
Removed heading “Risks Related to Our Business and Industry”
Removed heading “We have incurred significant operating losses since inception and cannot assure you that we will ever achieve or sustain profitability.”
Removed heading “We have significant dependence on a small number of customers, and the loss of such customers or a decrease in business conducted with such customers could materially harm our business, financial condition or results of operations. While one customer accounted for substantially all of our revenue during the three months ended March 31, 2026 and 2025, we have not received new orders from such customer and do not expect to receive new orders from such customer in the future.”
Removed heading “Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our business, operating results and stock value.”
Removed heading “We have incurred recurring losses and may require additional capital to support our operations and growth initiatives.”
Removed heading “Our growth depends in part on the success of our strategic partnerships with third parties, who may also be customers, as well as on our ability to establish a broad range of additional ecosystem partners and customer relationships with leading global defense industrial vendors.”
Removed heading “If the unmanned systems markets do not experience significant growth, if we cannot expand our customer base or if our software and systems do not achieve broad acceptance, then we may not be able to achieve our anticipated level of growth.”
Removed heading “Negative customer perception regarding the commercial unmanned systems industry could have a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows.”
Removed heading “There are difficult issues to navigate in the development and use of AI, which may result in reputational harm or liability, and failure to introduce new and innovative products that have AI capabilities could put us at a competitive disadvantage.”
Removed heading “Failure to manage our planned growth could place a significant strain on our resources.”
Removed heading “If we are unable to hire, retain, train, and motivate qualified personnel, particularly software engineers, our business could suffer.”
Removed heading “If we fail to retain our existing customers or do not acquire new customers in a cost-effective manner, our revenue may decrease and our business, financial condition or results of operations may be harmed.”
Removed heading “Adverse changes in the economy could negatively impact our business.”
Removed heading “Project performance delays or difficulties, including those caused by third parties, or certain contractual obligations may result in additional costs to us, reductions in revenues or the payment of liquidated damages.”
Removed heading “We do not control the manufacturing process or delivery to end-users of the hardware platforms in which our software platforms and AI systems are deployed.”
Removed heading “We rely upon third-party providers of hardware infrastructure to host our products. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations.”
Removed heading “Material delays or defaults in customer payments could leave us unable to cover expenditures related to such customer’s projects, including the payment of our subcontractors.”
Removed heading “Certain of our officers, employees, contractors and other service providers may work on projects that are inherently dangerous, and a failure to maintain a safe worksite could result in significant losses.”
Removed heading “Our products may be subject to a lengthy sales cycle and our customers may cancel or change their product plans after we have expended substantial time and resources in the design of their products.”
Removed heading “Our marketing efforts depend significantly on our ability to receive positive references from our existing customers.”
Removed heading “Real or perceived design flaws, errors, defects, glitches, bugs or malfunctions (collectively, flaws) in our software platforms and AI systems, failure of our software platforms and AI systems to perform as expected, connectivity issues or user errors can result in lower than expected return on investment for customers, unintended personal injury or property damage and significant security or safety concerns, each of which could materially and adversely affect our results of operations, financial condition or reputation.”
Removed heading “Even if our software platforms and AI systems perform properly and are used as intended, if unintended personal injuries occur while operating third-party products that use our software platforms and AI systems, we could be exposed to liability and our results of operations, financial condition and reputation may be adversely affected.”
Removed heading “The operation of unmanned systems in urban environments may be subject to risks, such as accidental collisions and transmission interference, which may limit demand for our software platforms and AI systems in such environments and harm our business and operating results.”
Removed heading “Our technology, software and systems have only been developed in the last several years and we have had only limited opportunities to deploy and assess their performance in the field at full scale.”
Removed heading “If we fail to respond to evolving technological changes, our software and systems could become obsolete or less competitive.”
Removed heading “We depend on our ability to develop new products and to enhance and sustain the quality of existing products.”
Removed heading “We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new software and systems, which could significantly reduce our profitability and may never result in revenue to us.”
Removed heading “If our products do not interoperate with our customers’ other systems, the purchase or deployment of our software and systems may be delayed or cancelled.”
Removed heading “We operate in competitive markets.”
Removed heading “We rely on our management team and need additional personnel to grow our business, and the loss of one or more key officers, employees, contractors and other service providers or our inability to attract and retain qualified personnel could harm our business, financial condition or results of operations.”
Removed heading “Cyberattacks through security vulnerabilities could lead to disruption of business, reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position.”
Removed heading “Disruptions of the information technology systems or infrastructure of certain of our third-party vendors and service providers could also disrupt our businesses, damage our reputation, increase our costs, and have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “All of our revenue is derived from our operations outside the U.S., which exposes us to risks inherent in doing business in each of the countries in which we operate, including Ukraine.”
Removed heading “We may pursue additional strategic transactions in the future, which could be difficult to implement, disrupt our business or change our business profile significantly.”
Removed heading “If we are required to write down goodwill and other intangible assets, our financial condition and results could be negatively affected.”
Removed heading “Our international business operations are subject to unique risks and challenges that create increased uncertainty in these markets.”
Removed heading “We have significant exposure to fluctuations in foreign currency exchange rates.”
Removed heading “Military invasion, terrorism, and other acts of violence, or the cessation thereof, may affect the markets in which we operate, our employees, our contractors, our clients and our product and service delivery.”
Removed heading “Our operations may be disrupted by the obligations of our personnel to perform military service.”
Removed heading “We may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.”
Removed heading “We may be affected by operational risks and may not be adequately insured for certain risks.”
Removed heading “Our cash could be adversely affected if the financial institutions in which we hold our cash fail.”
Removed heading “Litigation may adversely affect our business, financial condition, and results of operations.”
Removed heading “Investors in the U.S. may have difficulty bringing actions and enforcing judgments against certain of our directors and officers based on securities law civil liability provisions.”
Removed heading “Risks Related to Regulatory Requirements”
Removed heading “The drone industry is subject to various laws and government regulations which could complicate and delay our ability to introduce products, maintain compliance, and avoid violations which could negatively impact our financial condition and results of operations.”
Removed heading “We and our customers operate in a highly regulated business environment and changes in regulation could impose costs on us or make our products less economical.”
Removed heading “Failure to obtain any necessary regulatory approvals from the U.S. Federal Aviation Administration (“FAA”), the Federal Communications Commission (“FCC”) or other governmental agencies, or limitations put on the use of small UAS in response to public privacy and other concerns, may prevent us from expanding the sales of our software platforms and AI systems to defense industrial and government customers in the U.S.”
Removed heading “Our business is subject to federal, state and international laws regarding data protection, privacy, and information security, as well as confidentiality obligations under various agreements, and our actual or perceived failure to comply with such obligations could damage our reputation, expose us to litigation risk and adversely affect our business and operating results.”
Removed heading “We are subject to numerous legal and regulatory regimes, and we could be harmed by changes to, or the interpretation or the application of, the laws and regulations of each of the jurisdictions in which we operate.”
Removed heading “We may become subject to increasing global trade laws and regulations.”
Removed heading “Risks Related to our Intellectual Property”
Removed heading “Our ability to protect our intellectual property and proprietary technology is uncertain.”
Removed heading “Our business may suffer if it is alleged or found that our products infringe the intellectual property rights of others.”
Removed heading “If we are unable to protect the confidentiality of our proprietary information, the value of our technology and products could be adversely affected.”
Removed heading “The use of open source software in our products, processes and technology may expose us to additional risks and compromise our proprietary intellectual property.”
Removed heading “Intellectual property rights do not necessarily address all potential threats to our competitive advantage.”
Removed heading “Risks Related to our Financial Results”
Removed heading “We will need to generate significant sales to achieve profitable operations.”
Removed heading “If business growth falls short of expectations, we may need to obtain additional capital to fund our growth, operations, and obligations.”
Removed heading “Our revenue is not predictable and recognition of a significant portion of it will be deferred into future periods.”
Removed heading “If our internal controls over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.”
Removed heading “Risks Related to Our Common Stock”
Removed heading “The trading price of the shares of our common stock is volatile, and purchasers of our common stock could incur substantial losses.”
Removed heading “Our executive officers, directors and principal stockholders, if they choose to act together, have the ability to significantly influence all matters submitted to stockholders for approval and may prevent new investors from influencing significant corporate decisions.”
Removed heading “We may issue more shares to raise additional capital, which may result in substantial dilution.”
Removed heading “Our board of directors may issue and fix the terms of shares of our preferred stock without stockholder approval, which could adversely affect the voting power of holders of our common stock or any change in control of our Company.”
Removed heading “We do not currently intend to pay dividends on our common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our common stock.”
Removed heading “If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.”
Removed heading “Sales, or the possibility of sales, of a substantial number of shares of our common stock by our existing stockholders in the public market could cause our stock price to fall.”
Removed heading “We are an emerging growth company and a smaller reporting company, and the reduced disclosure and governance requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.”
Removed heading “Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management.”
Removed heading “Our third amended and restated certificate of designates certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.”
Removed heading “General Risk Factors”
Removed heading “Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.”
Removed heading “We incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives.”
Removed heading “We are subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. Compliance with these legal standards could impair our ability to compete in domestic and international markets. If we fail to comply with these laws, we could face civil or criminal liability and other serious consequences for violations, which could harm our business.”
Removed heading “Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.”
Removed heading “Changes in tax law may materially adversely affect our financial condition, results of operations and cash flows, or adversely impact the value of an investment in our common stock.”
Removed heading “If securities or industry analysts do not publish research or reports or publish unfavorable research or reports about our business, our stock price and trading volume could decline.”
Removed heading “We could be subject to securities class action litigation.”
Largest changes
“We are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls and anti-corruption and anti-money laundering laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. …”see in full comparison
“Our business may be adversely affected by regional or global instability, disruption or destruction, regardless of cause, including military invasion, terrorism, riot, civil insurrection or social unrest. For example, the large-scale military invasion by Russia of Ukraine affects, the ongoing conflict in the Middle East, and the recent Israel/U.S. – Iran conflict may affect, the markets in which we operate. …”see in full comparison
“Furthermore, U.S. export control laws and economic sanctions prohibit the provision of certain software and systems to countries, governments, and persons targeted by U.S. sanctions. If we fail to comply with export and import regulations and such economic sanctions, penalties could be imposed, including fines and/or denial of certain export privileges. These export and import controls and economic sanctions could also adversely affect our supply chain.”see in full comparison
“The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. The financial markets and the global economy may also be adversely affected by the current or anticipated impact of military conflict, including the military invasion by Russia in Ukraine and the conflicts in the Middle East, including the Israel/U.S. …”see in full comparison
“Unauthorized use or disclosure of, or access to, any personal information maintained by us or on our behalf, whether through breach of our systems, breach of the systems of our suppliers or vendors by an unauthorized party, or through employee or contractor error, theft or misuse, or otherwise, could harm our business. …”see in full comparison
“As a public company, we will be required to maintain internal control over financial reporting and disclosure controls and procedures. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on the internal control over financial reporting. Our testing, or the subsequent testing by our independent public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. …”see in full comparison
Full comparison: every changed paragraph (288)
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, 2026, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect our business, financial condition or future results. Except as set forth below, there have been no material changes from the risk factors described in our Q1 2026 Form 10-Q.
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 under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.
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 Lucid at our discretion from time to time over a 24- month period from the date of the Purchase Agreement. The facility commenced on June 15, 2026 upon 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 facility, recorded at their issuance-date fair value, for aggregate gross proceeds of approximately $13.5 million, of which approximately $8.8 million had been received at June 30, 2026 and approximately $4.6 million was recorded as a receivable from the sale of common stock and collected in July of 2026.
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 to sell to Lucid all or some of the common stock that may be available for us to sell pursuant to the Purchase Agreement.
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 predict, as of the date of this quarterly report and prior to any such future sales, the number of additional shares of common stock that we will sell to Lucid under the Purchase Agreement, the purchase price per share that Lucid will pay for such additional shares of common stock purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from such future purchases by Lucid under the Purchase Agreement, if any.
Even if we elect to sell to Lucid all of the 3,000,000 shares of common stock pursuant to the Purchase Agreement, depending on the market price of our common stock at the time we elect to sell such shares to Lucid, the actual gross proceeds from the sale of all such shares may be substantially less than the amount available to us under the Purchase Agreement, which could materially and adversely affect our liquidity position. Further, if we are unable to access all or a portion of the amount available under the Purchase Agreement to meet our liquidity needs, we may be required to seek other financing sources and utilize more costly and time-consuming means of accessing the capital markets, which could have a material adverse effect on our business, liquidity and cash position.
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 significant may also impair our business operations. Please see page i of this Quarterly Report on Form 10-Q for a discussion of some of the forward-looking statements that are qualified by these risk factors. If any of the following risks occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected.
Risks Related to Our Business and Industry
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 operations primarily through sales of our equity securities.
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 incurring significant expenses and operating losses over the next several years. Any additional operating losses may have an adverse effect on our stockholders’ equity and the price of our common stock, and we cannot assure you that we will ever be able to achieve profitability.
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, contractors and other service providers, and general administration, which may include a significant increase in legal and accounting expenses related to public company compliance, continued compliance and various regulations applicable to our business or arising from the growth and maturity of our company. Our failure to become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our development efforts, obtain regulatory approvals, diversify our product and service offerings or continue our operations, and may cause the price of our common stock to decline.
We have significant dependence on a small number of customers, and the loss of such customers or a decrease in business conducted with such customers could materially harm our business, financial condition or results of operations. While one customer accounted for substantially all of our revenue during the three months ended March 31, 2026 and 2025, we have not received new orders from such customer and do not expect to receive new orders from such customer in the future.
Because we have only recently launched our products, a small number of customers have accounted for a substantial amount of our revenue. During the three months ended March 31, 2026 and 2025, one customer accounted for substantially all of our revenue. While we continue to provide ongoing service in accordance with our obligations under the existing licensing agreement with such customer, we have not received new orders from such customer and we do not expect to receive new orders from such customer in the future. Accordingly, there can be no assurance that we will continue to conduct business with this customer in the future. We may be unable to replace this key customer with a similar relationship in a timely manner or at all, and the inability to replace this key customer could have a material adverse impact on our business, financial condition or results of operations.
Failure to establish and maintain effective internal control over financial reporting could have a material adverse effect on our business, operating results and stock value.
Public companies are required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act, which requires our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. To comply with the requirements of being a public company, we will need to upgrade our systems, including information technology, implement additional financial and management controls, reporting systems and procedures and hire additional accounting, finance, and legal staff.
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.
We also do not have a properly designed internal control system that identifies critical processes and key controls.
We are in the process of remediating such material weaknesses and there can be no assurance as to when or if we will fully remediate such material weaknesses.
Our efforts to develop and maintain our internal controls may not be successful, and we may be unable to maintain effective controls over our financial processes and reporting in the future and comply with the certification and reporting obligations under Sections 302 and 404 of the Sarbanes-Oxley Act. Any failure to maintain effective controls or any difficulties encountered in our implementation or improvement of our internal controls over financial reporting could result in material misstatements that are not prevented or detected on a timely basis, which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Ineffective internal controls could also cause investors to lose confidence in our reported financial information.
We have incurred recurring losses and may require additional capital to support our operations and growth initiatives.
We have prepared cash flow forecasts which indicate that we expect to continue to incur operating losses and negative cash flows for the foreseeable future as we continue to invest in our business, expand our operations and operate as a public company. Based on our current operating plan and existing cash and cash equivalents, management believes that our current capital resources will be sufficient to fund operations for at least the next twelve months from the issuance date of the financial statements included in this Quarterly Report on Form 10-Q. However, our future viability as an ongoing business will depend, in part, on our ability to generate cash from operating activities and, over the longer term, raise additional capital to finance our operations and growth initiatives.
There can be no assurance that we will succeed in obtaining additional funding on terms acceptable to us, if at all. Market perceptions regarding our financial condition and capital requirements may make it more difficult or costly to obtain financing. If we are unable to obtain sufficient capital in the future, we may need to delay, reduce or eliminate certain research and development programs, commercialization efforts or other operations, which could materially adversely affect our business, financial condition and results of operations.
Our growth depends in part on the success of our strategic partnerships with third parties, who may also be customers, as well as on our ability to establish a broad range of additional ecosystem partners and customer relationships with leading global defense industrial vendors.
In order to grow our business, we depend on partnerships with market leading technology and defense industrial companies, who may also be our customers, in order to accelerate the adoption of our solutions.
If we are unsuccessful in maintaining our partnership and customer relationships with third parties, or if our partnerships do not provide us with the anticipated benefits, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results may suffer. In addition, adoption of our Trident OS, MINAS Autonomy and Collaboration AI (“MINAS”) and STYX AI Command & Control System (“STYX”) solutions requires us to establish additional ecosystem relationships with leading global defense industrial vendors and customers. Even if we are successful in executing these partnerships and integrating with additional ecosystem vendors, we cannot assure you that these partnerships and relationships will result in increased adoption of our technology or increased revenue.
If the unmanned systems markets do not experience significant growth, if we cannot expand our customer base or if our software and systems do not achieve broad acceptance, then we may not be able to achieve our anticipated level of growth.
We cannot accurately predict the future growth rates or sizes of the markets for our software and systems. Demand for our software and systems may not increase, or may decrease, either generally or in specific markets, for particular types of software and systems or during particular time periods. We believe the market for commercial unmanned systems is nascent and the expansion of the market for our software and systems in particular, depends on a number of factors, including the following:
customer satisfaction with these types of systems as solutions;
the cost, performance and reliability of our products and products offered by our competitors;
customer perceptions regarding the effectiveness and value of these types of systems;
obtaining timely regulatory approvals for new customer deployments; and marketing efforts and publicity regarding these types of systems and services.
Even if commercial unmanned systems gain wide market acceptance, our software and systems may not adequately address market requirements and may not continue to gain market acceptance. If these types of systems generally, or our software and systems specifically, do not gain wide market acceptance, then we may not be able to achieve our anticipated level of growth and our revenue and results of operations would decline.
Negative customer perception regarding the commercial unmanned systems industry could have a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows.
We believe the commercial unmanned systems industry is highly dependent upon customer perception regarding the safety, efficacy, and quality of the commercial unmanned systems deployed. Customer perception of these products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention, and other publicity. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention, or other research findings or publicity will be favorable to the unmanned systems market. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and the business, results of operations, financial condition and cash flows. The dependence upon customer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on the demand for our products, and the business, results of operations, financial condition and cash flows.
There are difficult issues to navigate in the development and use of AI, which may result in reputational harm or liability, and failure to introduce new and innovative products that have AI capabilities could put us at a competitive disadvantage.
We currently incorporate machine learning and AI capabilities into certain of our products and solutions and may seek to expand the use of AI in our offerings in the future. As with many innovations, AI presents risks, challenges, and unintended consequences that could affect our business. AI algorithms and training methodologies may be flawed. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. Further, incorporating AI could give rise to litigation risk and risk of non-compliance and unknown cost of compliance, as AI is an emerging technology for which the legal and regulatory landscape is not fully developed (including potential liability for breaching intellectual property or privacy rights or laws). While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI capabilities into our offerings.
Additionally, leveraging AI capabilities to potentially improve internal functions and operations presents further risks and challenges. The use of AI to support business operations carries inherent risks related to data privacy and security, such as intended, unintended, or inadvertent transmission of proprietary, sensitive or export-controlled information, as well as challenges related to implementing and maintaining AI tools. Additionally, our competitors might move faster than us to gain efficiencies by incorporating AI into their design and development processes, and our products and/or cost structure could become less competitive as a result. The rapid evolution of AI will require the application of resources by us to develop, test and maintain our products, services and operations to help ensure that AI is implemented ethically in order to minimize unintended, harmful impact.
Our competitors may be faster or more successful than we are in incorporating AI and other disruptive technology into their offerings, which would impair our ability to compete successfully.
Failure to manage our planned growth could place a significant strain on our resources.
Our ability to successfully implement our business plan requires an effective plan for managing our future growth. We plan to increase the scope of our operations. Current and future expansion efforts will be expensive and may significantly strain our managerial and other resources and ability to manage working capital. To manage future growth effectively, we must manage expanded operations, integrate new personnel and maintain and enhance our financial and accounting systems and controls. If we do not manage growth properly, it could harm our business, financial condition or results of operations and make it difficult for us to satisfy our debt obligations.
We may be unsuccessful in achieving our organic growth strategies, which could limit our revenue growth or financial performance. Our ability to generate organic growth will be affected by our ability to, among other things:
attract new customers;
increase the number of products purchased from customers;
maintain profitable gross margins in the sale and maintenance of our products;
increase the number of projects performed for existing customers;
achieve the estimated revenue we announced from new customer contracts;
hire and retain qualified employees;
expand the range of our software and systems we offer to customers to address their evolving needs;
expand geographically; and address the challenges presented by difficult and unpredictable global and regional economic or market conditions that may affect us or our customers.
Many of the factors affecting our ability to generate organic growth may be beyond our control, and we cannot be certain that our strategies for achieving internal growth will be attempted, realized or successful.
If we are unable to hire, retain, train, and motivate qualified personnel, particularly software engineers, our business could suffer.
Our ability to compete in the highly competitive technology industry depends upon our ability to attract, motivate, and retain qualified personnel, particularly software engineers. We are highly dependent on the continued contributions of our engineering team, including their expertise in AI and technology. These contributions are integral to our growth and would be difficult to replace. Currently, some of our key engineering personnel are at-will employees or are independent contractors and may terminate their employment relationship with us at any time. The loss of the services of our key engineering personnel, and our inability to find suitable replacements, could result in a decline in sales, delays in product development, and harm to our business and operations.
We face intense competition for qualified engineering personnel, and it can often be difficult to find personnel knowledgeable in AI and engineering. We incur costs related to attracting, relocating, and retaining such qualified personnel in highly competitive markets. Further, many of the companies with which we compete for qualified personnel have greater resources than we have. Additionally, laws and regulations, such as restrictive immigration laws, may limit our ability to recruit outside. If we fail to attract new personnel or to retain our current personnel, our business and operations could be harmed.
In addition, because we have significant operations in Ukraine, it is particularly challenging to hire qualified engineers. See “— Our international business operations are subject to unique risks and challenges that create increased uncertainty in these markets” below.
If we fail to retain our existing customers or do not acquire new customers in a cost-effective manner, our revenue may decrease and our business, financial condition or results of operations may be harmed.
We believe that our success is dependent on our ability to continue identifying and anticipating the needs of our customers, to retain our existing customers and to add new customers. For example, our business plan is designed to penetrate large, critical infrastructure end markets with our unmanned systems driven data solutions and have expanded our dedicated sales resources and field personnel to broaden our marketing and field support efforts into new industries and sectors. However, as we become larger through organic growth, the growth rates for customer engagement, project volume and average spend per customer may slow, even if we continue to add customers on an absolute basis. In addition, the costs associated with customer retention may be substantially lower than costs associated with the acquisition of new customers. Therefore, our failure to retain existing customers, even if such losses are offset by an increase in revenue resulting from the acquisition of new customers, could have an adverse effect on our business, financial condition or results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Equity Line of Credit”
New heading “Other Income (Expense)”
New heading “Change in Fair Value of SAFE Liability”
New heading “Change in the Fair Value of ELOC Derivative”
New heading “Cost of Revenue”
New heading “Change in Fair Value SAFE Liability”
New heading “Change in Fair Value of ELOC Derivative”
Removed heading “Internal Control Over Financial Reporting”
Largest changes
“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 PCAOB, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. …”see in full comparison
“We are in the process of remediating such material weaknesses and there can be no assurance as to when or if we will fully remediate such material weaknesses. Our plan to remediate the material weaknesses in our internal control over financial reporting includes utilizing a portion of the working capital from our initial public offering to increase staffing within our accounting infrastructure sufficient to facilitate proper segregation of accounting functions and to enable appropriate review of our internally prepared consolidated financial statements. …”see in full comparison
Full comparison: every changed paragraph (57)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended December 31, 2025 included in the final prospectus for our initial public offering (“IPO”), dated as of March 16, 2026 and filed with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 424(b)(4) on March 17, 2026. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading "Special Note Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading "Risk Factors" in this Quarterly Report on Form 10-Q for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Our combat-tested approach, proven deployment record since 2023,2024, and demonstrated execution of over 100,000 combat missions flown by drones that were equipped with ourthe TridentSwarmer OS,Operating System ("Swarmer OS"), operating at varying degrees of autonomy depending on each end-user’s requirements and tactics, have enabled us to deliver operational value to drone manufacturers, defense system integrators, and the military end-users they serve.
For the three and six months ended MarchJune 31,30, 2026 and 2025, our net loss was $4.5$7.3 million and $0.7$11.8 million and $1.6 million and $2.3 million, respectively. As of MarchJune 31,30, 2026 and December 31, 2025, we had an accumulated deficit of $15.1$22.4 million and $10.6 million, respectively. SubstantiallyHistorically substantially all of our net losses have resulted from costs incurred in connection with our research and development related to engineering of our core software technology products, and tomore a lesser extent,recently, from selling, general and administrative costs associated with our operations.operations due to a rise in stock-based compensation, consulting and professional services as we prepared to operate as a public company, increased travel, office supplies, and rent as we ramped up our operations and opened new corporate offices in the U.S. and EU.
Equity Line of Credit
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-month period, subject to the terms and limitations of the agreement. We control the timing and amount of any sales and are under no obligation to sell any shares. Shares sold are priced at 98% of the volume-weighted average price of the common stock determined as provided in the Purchase Agreement (a 2% discount). Sales are subject to a 4.99% beneficial ownership limitation and, absent stockholder approval, to an aggregate limit of 2,240,930 shares (the “Exchange Cap”), representing approximately 19.99% of the shares of common stock outstanding at the time of the execution of the Purchase Agreement. No commitment fee was paid and no commitment shares were issued. We agreed to reimburse certain of Lucid’s legal fees up to approximately $0.1 million. The resale of the shares issuable pursuant to the Purchase Agreement is registered under the Company’s registration statement on Form S-1 (File No. 333-296678).
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 $2.9$3.9 Million Contractin Contracts to Outfit SkyKnight Drones With Swarming Software
On May 11, 2026, our wholly owned subsidiary, Swarmer Estonia OÜ,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 other unmanned aerial vehicles pursuant to three licenses. The MB MSA includes initial lump-sum license fees in an aggregate amount of approximately $2.9 million, ongoing support services, and has an initial term of one year, which term shall automatically renew for successive one-year periods subject to termination upon 30 days written notice. The MB 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.
On June 25, 2026, Estonia entered into an Amended and Restated Master Supplier Agreement (the “A&R MB MSA”) with MB, pursuant to which the initial lump-sum license fees payable by MB were reduced to approximately $2.5 million and the option for additional software upgrades under the MB MSA were eliminated. The A&R MB MSA retains the initial one-year term, which shall automatically renew for successive one-year periods subject to termination upon 30-days written notice.
On June 25, 2026, in connection with the entry into the A&R MB MSA, Estonia entered into a Master Supplier Agreement (“Progress MSA”) with Progress TRW S.R.O. (“Progress”) for the use of our proprietary software in MB’s quadcopter bombers and other unmanned aerial vehicles. The Progress MSA includes initial lump-sum license fees in an aggregate amount of approximately $1.4 million, for an aggregate of approximately $3.9 million in initial lump-sum license fees payable to us pursuant to the A&R MB MSA and Progress MSA. Additionally, the Progress MSA provides for additional software upgrades upon Progress’ election, with additional fees of up to approximately $10.4 million upon any such election in full, which upgrades were previously reflected in the MB MSA prior to its amendment. The Progress MSA has an initial term of one year, which term shall automatically renew for successive one-year periods subject to termination upon 30-days written notice. See Note 9 to our unaudited condensed consolidated financial statements for further discussion.
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 AI systems. We also plan to continue to invest in building brand awareness within the defense communities. As of MarchJune 31,30, 2026 and 2025, we had approximately foursix and seven customers, respectively. Additionally, while one customer, Smart Machinery Solutions, LLC, a Ukrainian limited liability company, accounted for substantially all of our revenue during the three months ended March 31, 2026 and 2025, we have not received new orders from such customer and do not expect to receive new orders from such customer in the future. Our ability to attract new customers will depend on a number of factors, including the effectiveness and pricing of our software platforms, AI systems, offerings of our competitors, and the effectiveness of our marketing efforts.
We believe there is a significant opportunity to expand usage of our software platforms and AI systems. For the three months ended MarchJune 31,30, 2026, substantially all of our revenue was derived from customers in Ukraine.Europe. We have made and plan to continue to make significant investments to expand geographically, particularly in the European Union (“EU”) and United States (“U.S.”). Although these investments may adversely affect our operating results in the near term, we believe that they will contribute to our long-term growth.
Other Income (Expense)
Change in Fair Value of SAFE Liability
Change in fair value of SAFE liability consists of gains and losses associated with the change in fair value of our SAFE liabilities and primarily attributable to the timing and probability in which we anticipated completing a qualified financing to which the SAFE liabilities would be settled and no longer subject to remeasurement each reporting period.
Change in the Fair Value of ELOC Derivative
Change in fair value of ELOC derivative consists of gains and losses associated with the change in fair value of the ELOC derivative each reporting period.
Other income is primarily related to foreign exchange gains and losses associated with our international operations, consulting services provided outside the normal course of operations,business, government grant proceeds from a government entity and interest earned on our cash and cash equivalents held with financial institutions.
Comparison of the three and six months ended MarchJune 31,30, 2026 and 2025
The following table sets forth key components of the unaudited condensed consolidated statements of operations data during the three and six months ended MarchJune 31,30, 2026 and 2025:
Revenue was $0.2 million for each of the three and six months ended June 30, 2026, as compared to $0.1 million and $0.2 million for the three and six months ended June 30, 2025, respectively. Of the $1.5 million invoiced under the SkyKnight master supplier agreements, $0.2 million was recognized as revenue and $0.1 million was recorded as deferred revenue, with the remainder presented as advances received under combined arrangement, reflecting the reduction of the transaction price for consideration payable to the counterparty group. See Note 9 to our unaudited condensed consolidated financial statements for further discussion.
Cost of Revenue
Revenue was $20,325 during the three months ended March 31, 2026, which decreased compared with the three months ended March 31, 2025, as substantially all of our revenue was derived from one customer and few license activations in current year.
Cost of revenue remained relatively consistent despite the decline in revenue,consistent, primarily due to fixed hosting and engineering support costs associated with maintaining our software infrastructure.infrastructure and the timing and volume of license deliveries.
Selling, general and administrative expenses increased from $0.3 million duringand the three months ended March 31, 2025 to $3.0$0.5 million during the three and six months ended MarchJune 31,30, 2026.2025, The increase was primarily attributablerespectively, to a $1.7$5.7 million riseand in$8.7 consultingmillion during the three and professionalsix servicesmonths asended weJune prepared30, to2026, operate as a public company.respectively.
The $5.4 million increase for the three months ended June 30, 2026, as compared to the prior year period, was primarily attributable to a $1.8 million increase in salaries, wages and benefits associated with increased headcount, a $1.2 million increase in stock-based compensation, and a $1.0 million rise in consulting and professional services, largely in connection with our public financing initiatives. In addition, our transition to a public company resulted in incremental expenses of $0.2 million for software subscriptions and license fees, $0.2 million for public relations, media, and conferences, $0.1 million for insurance, $0.1 million for board-related costs, $0.1 million for depreciation, and $0.3 million for other general operating expenses. We also increased travel, office supplies, and rent by approximately $0.4 million as we ramped up our operations and opened new corporate offices in the U.S. and EU.
The $8.1 million increase for the six months ended June 30, 2026, as compared to the prior year period, was primarily attributable to a $2.6 million increase in salaries, wages and benefits associated with increased headcount, a $1.4 million increase in stock-based compensation, and a $2.0 million rise in consulting and professional services, largely in connection with our public financing initiatives. In addition, our transition to a public company resulted in incremental expenses of $0.3 million for software subscriptions and license fees, $0.2 million for public relations, media, and conferences, $0.2 million for insurance, $0.1 million for board-related costs, $0.1 million for depreciation, and $0.3 million for other general operating expenses. We also increased travel, office supplies, and rent by approximately $0.9 million as we ramped up our operations and opened new corporate offices in the U.S. and EU.
In addition, we increased headcount by $0.6 million in the three months ended March 31, 2026. We also increased travel, office supplies, and rent by approximately $0.5 million as we ramped up our operations and opened new corporate offices in the U.S. and EU.
R&D expenses increased from $0.6 million and $1.1 million for the three and six months ended June 30, 2025, respectively, to $1.8 million and $3.3 million for the three and six months ended June 30, 2026, respectively. The $1.2 million increase for the three months ended June 30, 2026, as compared to the prior year period, was driven primarily by a $0.7 million increase in salary, wages and benefits associated with increased headcount, and a $0.5 million increase in R&D hardware, testing and software related to engineering and product development initiatives. The $2.2 million increase for the six months ended June 30, 2026, as compared to the prior year period, was driven primarily by a $1.5 million increase in salary, wages and benefits associated with increased headcount, and a $0.8 million increase in R&D hardware, testing and software costs related to engineering and product development initiatives, partially offset by a $0.1 million decrease in outsourced engineering consulting fees.
Change in Fair Value SAFE Liability
During the three and six months ended June 30, 2025, we recorded a noncash charge of $0.9 million associated with the change in fair value of our SAFE liabilities and primarily attributable to the timing and probability in which we anticipated completing a qualified financing to which the SAFE liabilities would be settled and no longer subject to remeasurement each reporting period.
Change in Fair Value of ELOC Derivative
During the three and six months ended June 30, 2026, we recorded a noncash charge of $0.3 million for the change in fair value of the ELOC derivative.
Other Income
Other income during the three and six months ended June 30, 2026 reflects $0.2 million and $0.3 million, respectively, of foreign exchange gains associated with our European subsidiaries, as the U.S. dollar was comparably weaker to the euro during these reporting periods.
R&D expenses increased by $1.0 million, from $0.5 million for the three months ended March 31, 2025 to $1.5 million for the three months ended March 31, 2026. The increase was driven primarily by a $1.0 million rise in headcount related to engineering and product development initiatives.
Since our inception in 2023, we have devoted substantially all of our efforts and financial resources to building our organization, including raising capital, research and development, business planning, and providing selling, general and administrative support for these operations. To date, we have funded our operations primarily through the issuance of SAFEs, the sale of Series A-1 preferred stock, and the issuance of common stock in our IPO.IPO and the sale of our common stock through our ELOC with Lucid.
From inception through MarchJune 31,30, 2026, we raised aggregate net proceeds of approximately $3.2 million from the issuance and sale of SAFEs. The SAFE instruments were previously accounted for as liabilities and remeasured at fair value each reporting period until their conversion into Series A preferred stock in connection with the Company’s preferred stock financing completed during 2025. In multiple closings held from September 2025 through January 2026, we issued and sold an aggregate of 2,491,721 shares of Series AA-1 convertible preferred stock for aggregate gross proceeds of approximately $15.6 million. In connection with these financings, we issued warrants to purchase 2,999,950 shares of common stock at an exercise price of $3.3334 per share. The warrants are immediately exercisable and expire on March 22, 2027.
On June 10, 2026, we entered into an ELOC with Lucid providing us with the ability, at our discretion, to sell up to 3,000,000 shares of our common stock over a 24-month period, subject to the terms and limitations of the agreement. 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.
The following table sets forth our cash flow activity for the threesix months ended MarchJune 31,30, 2026 and 2025:
Net cash used in operating activities was $4.3$11.1 million for the threesix months ended MarchJune 31,30, 2026.2026, Operating cash flowsand reflected our net loss of $4.5 million, a decrease of $0.2$11.8 million net change in operating assets and liabilities,; partially offset by anthe increasechange ofin $0.3advances millionreceived ofunder share-basedthe compensationcombined expensearrangement described in Note 9 and anchanges increasein ofnet $0.1working million related to depreciation and amortization.capital.
During the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $0.7$1.4 million.million, Cash used in operating activitiesand reflected our net loss of $0.7$2.3 million.million, which included the $0.9 million non-cash change in fair value of the SAFE liability.
Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026, was approximately $0.1$0.4 million and related to the $0.3 million purchase of property and equipment.equipment and the $0.1 million purchase of intangibles.
During the threesix months ended MarchJune 31,30, 2026, cash provided by financing activities was $18.6$27.4 million and primarily related to proceeds from the IPOIPO, proceeds from the issuance of common stock under our ELOC with Lucid, and the sale of Series A-1 convertible preferred stock.
Following the consummation of the IPO, our contractual obligations consist primarily of operating lease commitments andcommitments, a D&O premium financing arrangement.arrangement and our commitment to procure, deploy, and integrate our proprietary software onto unmanned aerial vehicles for use by designated military units of the Armed Forces of Ukraine. See Note 4,8, "Accrued Expenses and Other Current Liabilities,Liabilities", Note 9, "Advances Received Under Combined Arrangement", and Note 5,10, "Commitments and Contingencies,Contingencies", to our unaudited condensed consolidated financial statements for further details.
There have been no material changes to the methodologies applied by management in determining critical accounting estimates during the three and six months ended MarchJune 31,30, 2026 and 2025, as compared to those described in our audited financial statements included in our Registration Statement. For additional information regarding our critical accounting policies and estimates, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Registration Statement. included in our final prospectus for our IPO, dated as of March 16, 2026 and filed with the SEC, pursuant to Rule 424(b)(4) on March 17, 2026.
See Note 3 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements applicable to our financial statements.
Internal Control Over Financial Reporting
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 PCAOB, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis.
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.
We also do not have a properly designed internal control system that identifies critical processes and key controls.
We are in the process of remediating such material weaknesses and there can be no assurance as to when or if we will fully remediate such material weaknesses. Our plan to remediate the material weaknesses in our internal control over financial reporting includes utilizing a portion of the working capital from our initial public offering to increase staffing within our accounting infrastructure sufficient to facilitate proper segregation of accounting functions and to enable appropriate review of our internally prepared consolidated financial statements. In addition, we plan to retain outside consultants, expert in, and specializing in technical accounting and SEC reporting for public company registrants.
SWMR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (2 insiders, 2 trade dates, 84,213 shares, about $1.9M). Net open-market shares: -84,213 (purchases minus sales); net value about -$1.9M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-21 | Fink Alexander |
Open-market sale | 60,328 | $22.59 | $1.4M |
| 2026-09-21 | Kupriienko Serhii |
Option exercise | 235,163 | — | — |
| 2026-09-16 | Wagenheim Philip |
Option exercise | 819,487 | $3.33 | $2.7M |
| 2026-09-16 | Zeefe Justin Matthew |
Open-market sale | 23,885 | $24.12 | $576.1K |
| 2026-09-15 | Wagenheim Philip |
Other | 1,124,981 | — | — |
| 2026-09-15 | Zeefe Justin Matthew |
Other | 223,599 | — | — |
| 2026-08-19 | Kupriienko Serhii |
Disposition to issuer | 1,202,065 | — | — |
| 2026-08-09 | Kupriienko Serhii |
Option exercise | 3,997,762 | — | — |
Well-known investors holding SWMR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 55,865 | $2.5M | 0.0% | New position |
| Renaissance Technologies | 2026-06-30 | 38,000 | $1.7M | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 5,967 | $264.4K | 0.0% | New position |