424B3 1 tm2622797d1_424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)

Registration No. 333-296678

Prospectus Supplement No. 1

(To Prospectus dated June 15, 2026)

SWARMER, Inc

This prospectus supplement updates, amends and supplements the prospectus dated June 15, 2026 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-296678) and is being filed to update, amend and supplement the information included in the Prospectus with information contained in our Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2026 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our common stock, par value $0.00001 per share (“common stock”), is currently listed on The Nasdaq Capital Market under the symbol “SWMR”. On August 14, 2026, the closing price of our common stock was $41.60 per share.

Investing in our securities involves risks that are described in the “Risk Factors” section of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 17, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2026

¨	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 x 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 x   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	x	Smaller reporting company	x
Emerging growth company	x

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 x

As of August 10, 2026, the registrant had 11,922,750 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, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 14, 2026, 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 17, 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.

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	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II.	OTHER INFORMATION	28

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

SWARMER, INC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	25,289,260		$	9,283,566
Accounts receivable		95,580			—
Receivable from sale of common stock		4,625,269			—
UAV deployment program advance payment		1,845,000			—
Prepaid expenses and other current assets		1,137,379			115,473
Total current assets		32,992,488			9,399,039
Property and equipment, net		470,586			227,908
Operating lease right-of-use asset		99,610			131,184
Intangible assets		97,668			—
Deferred offering costs		—			471,719
Other assets		275,333			106,830
Total assets	$	33,935,685		$	10,336,680
Liabilities, convertible preferred stock and shareholders' equity (deficit)
Current liabilities:
Accounts payable	$	204,803		$	223,236
Accrued expenses and other current liabilities		1,329,493			680,782
Grant advance		178,381			189,200
Deferred revenue		107,121			23,272
Operating lease liability - current		73,453			70,703
Advances received under combined arrangement		793,092			—
Total current liabilities		2,686,343			1,187,193
Operating lease liability - non-current		38,757			76,273
Total liabilities		2,725,100			1,263,466
Convertible preferred stock, par value $0.00001 per share:
Series A preferred stock: no shares authorized, issued or outstanding as of June 30, 2026; 4,358,597 shares authorized and 3,661,083 shares issued and outstanding as of December 31, 2025		—			19,013,673
Commitments and contingencies (Note 10)
Shareholders' equity (deficit)
Preferred stock, $0.00001 par value; 10,000,000 shares authorized and no shares issued and outstanding as of June 30, 2026; no shares authorized, issued or outstanding as of December 31, 2025		—			—
Common stock, $0.00001 par value; 200,000,000 and 25,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 11,608,117 and 1,410,975 shares issued as of June 30, 2026 and December 31, 2025, respectively; and 11,284,769 and 911,255 shares outstanding as of June 30, 2026 and December 31, 2025, respectively		113			10
Additional paid-in capital		53,397,926			663,514
Accumulated other comprehensive income (loss)		195,502			(4,900	)
Accumulated deficit		(22,382,956	)		(10,599,083	)
Total shareholders' equity (deficit)		31,210,585			(9,940,459	)
Total liabilities, convertible preferred stock and shareholders' equity (deficit)	$	33,935,685		$	10,336,680

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

SWARMER, INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenue	$	216,413		$	138,206		$	236,738		$	248,910
Cost of revenue		32,816			56,176			72,740			101,718
Gross margin		183,597			82,030			163,998			147,192
Operating expenses:
Selling, general and administrative		5,657,638			277,591			8,662,517			532,872
Research and development		1,805,532			577,256			3,291,614			1,099,454
Total operating expenses		7,463,170			854,847			11,954,131			1,632,326
Loss from operations		(7,279,573	)		(772,817	)		(11,790,133	)		(1,485,134	)
Other income (expense):
Change in fair value of Simple Agreement for Future Equity ("SAFE") liability		—			(869,000	)		—			(869,000	)
Change in fair value of Equity Line of Credit ("ELOC") derivative		(251,455	)		—			(251,455	)		—
Other income		205,990			14,635			257,715			32,975
Loss before income taxes		(7,325,038	)		(1,627,182	)		(11,783,873	)		(2,321,159	)
Income tax expense		—			—			—			—
Net loss	$	(7,325,038	)	$	(1,627,182	)	$	(11,783,873	)	$	(2,321,159	)
Net loss per share of common stock, basic and diluted	$	(0.45	)	$	(0.51	)	$	(1.03	)	$	(0.78	)
Weighted-average shares of common stock outstanding, basic and diluted		16,333,844			3,211,540			11,414,411			2,970,764
Comprehensive loss:
Foreign currency translation adjustments		223,943			14,478			200,402			14,744
Total comprehensive loss	$	(7,101,095	)	$	(1,612,704	)	$	(11,583,471	)	$	(2,306,415	)

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

SWARMER, INC

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

For the Three Months Ended June 30, 2026

	Common Stock				Additional Paid-in-			Accumulated Other Comprehensive			Accumulated
	Shares		Amount		Capital			Income (Loss)			Deficit			Total
Balance at March 31, 2026		10,798,722	$	110	$	38,606,840		$	(28,441	)	$	(15,057,918	)	$	23,520,591
Issuance of common stock on vesting of restricted stock and restricted stock units		172,051		—		-			—			—			—
Share-based compensation		—		—		1,178,100			—			—			1,178,100
Issuance of shares under ELOC		313,996		3		13,778,097			—			—			13,778,100
Reclassification of deferred financing costs to additional paid-in capital upon consummation of public offering and sale of Series A convertible preferred stock		—		—		(165,111	)		—			—			(165,111	)
Foreign currency translation adjustments		—		—		—			223,943			—			223,943
Net loss		—		—		—			—			(7,325,038	)		(7,325,038	)
Balance at June 30, 2026		11,284,769	$	113	$	53,397,926		$	195,502		$	(22,382,956	)	$	31,210,585

For the Three Months Ended June 30, 2025

	Common Stock				Additional Paid-in-			Accumulated Other Comprehensive			Accumulated
	Shares		Amount		Capital			Income (Loss)			Deficit			Total
Balance at March 31, 2025		646,697	$	7	$	11,439		$	(343	)	$	(2,763,797	)	$	(2,752,694	)
Issuance of common stock on vesting of restricted stock		88,186		1		(1	)		—			—			—
Share-based compensation		—		—		18,255			—			—			18,255
Foreign currency translation adjustments		—		—		—			14,478			—			14,478
Net loss		—		—		—			—			(1,627,182	)		(1,627,182	)
Balance at June 30, 2025		734,883	$	8	$	29,693		$	14,135		$	(4,390,979	)	$	(4,347,143	)

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

SWARMER, INC

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

For the Six Months Ended June 30, 2026

	Series A Convertible Preferred Stock						Common Stock				Additional Paid-in-			Accumulated Other Comprehensive			Accumulated
	Shares			Amount			Shares		Amount		Capital			Income (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		61		22,485,707			—			—			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
Issuance of shares under ELOC		—			—			313,996		3		13,778,097			—			—			13,778,100
Reclassification of deferred financing costs to additional paid-in capital upon consummation of public offering and sale of Series A convertible preferred stock		—			—			—		—		(1,004,333	)		—			—			(1,004,333	)
Issuance of common stock upon exercise of stock options		—			—			211,647		2		(2	)		—			—			—
Issuance of common stock on vesting of restricted stock and restricted stock units		—			—			260,237		2		(2	)		—			—			—
Share-based compensation		—			—			—		—		1,459,980			—			—			1,459,980
Foreign currency translation adjustments		—			—			—		—		—			200,402			—			200,402
Net loss		—			—			—		—		—			—			(11,783,873	)		(11,783,873	)
Balance at June 30, 2026		—		$	-			11,284,769	$	113	$	53,397,926		$	195,502		$	(22,382,956	)	$	31,210,585

For the Six Months Ended June 30, 2025

	Common Stock				Additional Paid-in-			Accumulated Other Comprehensive			Accumulated
	Shares		Amount		Capital			Income (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		176,372		2		(2	)		—			—			—
Share-based compensation		—		—		28,488			—			—			28,488
Foreign currency translation adjustments		—		—		—			14,744			—			14,744
Net loss		—		—		—			—			(2,321,159	)		(2,321,159	)
Balance at June 30, 2025		734,883	$	8	$	29,693		$	14,135		$	(4,390,979	)	$	(4,347,143	)

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

SWARMER, INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2026			2025
Operating activities:
Net loss	$	(11,783,873	)	$	(2,321,159	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		96,344			—
Amortization of ROU asset		31,574			—
Change in fair value of ELOC derivative		251,455			—
Change in fair value of SAFE liability		—			869,000
Share-based compensation expense		1,459,980			28,488
Changes in operating assets and liabilities:
Accounts receivable		(95,580	)		—
Unbilled revenue		—			3,193
UAV deployment program advance payment		(1,845,000	)		—
Prepaid expenses and other current assets		(557,503	)		(9,147	)
Other assets		(168,979	)		(2,070	)
Accounts payable		(18,019	)		(421	)
Accrued expenses and other liabilities		649,219			(3,237	)
Deferred revenue		84,626			3,853
Advances received under combined arrangement		793,092			—
Operating lease liability		(34,766	)		—
Net cash used in operating activities		(11,137,430	)		(1,431,500	)
Investing activities:
Purchase of property and equipment		(347,997	)		—
Purchase of intangible assets		(97,668	)		—
Cash used in investing activities		(445,665	)		—
Financing activities:
Proceeds from initial public offering, net of underwriting discounts		16,015,000			—
Proceeds from ELOC		8,826,408			—
Proceeds from sale of Series A-1 convertible preferred stock		3,472,095			—
Payment of financing costs		(926,264	)		—
Cash provided by financing activities		27,387,239			—
Effect of exchange rates on cash and cash equivalents		201,550			14,261
Net increase (decrease) in cash and cash equivalents		16,005,694			(1,417,239	)
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	$	25,289,260		$	663,847
Supplemental non-cash investing and financing activities: