{"url_path":"/sec/swmr/8-k/2026-06-10/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/2092574/0001104659-26-072412-index.html","accession_number":"0001104659-26-072412","cik":"0002092574","ticker":"SWMR","issuer_name":"Swarmer, Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2092574/0001104659-26-072412-index.html","primary_entity_key":"0002092574","primary_entity_name":"Swarmer, Inc"},"word_count":2363,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\n**Common Stock Purchase Agreement**\n\n \n\nOn June 10, 2026, Swarmer,\nInc (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Lucid Capital\nMarkets, LLC (“Lucid”). Pursuant to the Purchase Agreement, the Company has the right to sell to Lucid up to the lesser of\n(i) 3,000,000 shares of its common stock, $0.00001 par value per share (the “Common Stock”) and (ii) the Exchange Cap (as\ndefined in the Purchase Agreement), subject to certain limitations and conditions set forth in the Purchase Agreement, from time to time\nduring the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are\nsolely at the option of the Company, and the Company is under no obligation to sell any securities to Lucid under the Purchase Agreement.\n\n \n\nUpon the initial satisfaction\nof the conditions to Lucid’s purchase obligations set forth in the Purchase Agreement (the “Commencement”), including\nthat the Initial Registration Statement (as defined below), required to be filed by the Company pursuant to the Registration Rights Agreement\n(as defined below) described under “Registration Rights Agreement” below, has been declared effective by the U.S. Securities\nand Exchange Commission (the “SEC”), the Company will have the right, but not the obligation, from time to time at its sole\ndiscretion over the 24-month period beginning on the date the Commencement occurs (the “Commencement Date”), to direct Lucid\nto purchase a specified number of the Company’s Common Stock, not to exceed certain limitations as set forth in the Purchase Agreement\n(each, a “Purchase”). Each Purchase shall not exceed the lesser of (i) 250,000 shares of Common Stock and (ii) a percentage\nto be specified by the Company, not to exceed 20%, times the aggregate number of shares of Common Stock traded on the Nasdaq Capital Market\n(“NASDAQ”) during the applicable Purchase Valuation Period (as defined below). In addition, the Company may only initiate\na Purchase if the closing sale price of the Common Stock on NASDAQ on the preceding trading day is not less than $1.00. Any such direction\nwill be made by the Company timely delivering written notice to Lucid (each, a “Purchase Notice”) prior to 9:00 a.m., New\nYork City time, on any trading day (each, a “Purchase Date”), subject to certain requirements as set forth in the Purchase\nAgreement.\n\n \n\nFrom and after Commencement,\nthe Company will control the timing and amount of any sales of its Common Stock to Lucid. Actual sales of the Company’s Common Stock\nto Lucid under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including,\namong other things, market conditions, the trading price of the Company’s Common Stock and determinations by the Company as to the\nappropriate sources of funding for the Company’s business and operations. The Company may not issue or sell any Common Stock to\nLucid under the Purchase Agreement that, when aggregated with all other Common Stock then beneficially owned by Lucid and its affiliates\nwould result in Lucid beneficially owning more than 4.99% of the outstanding shares of Common Stock.\n\n \n\nThe per share purchase price\nthat Lucid is required to pay for the Company’s Common Stock in a Purchase effected by the Company pursuant to the Purchase Agreement,\nwill be equal to 98% of the volume weighted average price of the Company’s Common Stock (the “VWAP”), calculated in\naccordance with the Purchase Agreement, during the applicable Purchase Date (the “Purchase Valuation Period”). The Company\nmay elect in the applicable Purchase Notice that the Purchase Valuation Period will also be determined by the Minimum Price Threshold\n(as defined below), such time that the trading price of the Company’s Common Stock on NASDAQ during such Purchase Valuation Period\n(calculated in accordance with the Purchase Agreement) falls below the applicable minimum price threshold for such Purchase specified\nby the Company in the Purchase Notice for such Purchase, or if the Company does not specify a minimum price threshold in such Purchase\nNotice, a price equal to 75% of the closing sale price of the Company’s Common Stock on the trading day immediately prior to the\napplicable Purchase Date for such Purchase (the “Minimum Price Threshold”).\n\n \n\nIn addition to the regular\nPurchases described above, after the Commencement, the Company will also have the right, but not the obligation, subject to the continued\nsatisfaction of the conditions set forth in the Purchase Agreement, to direct Lucid to purchase, on any trading day, including the same\nPurchase Date on which a regular Purchase is effected, a specified number of the Company’s Common Stock, not to exceed certain limitations\nset forth in the Purchase Agreement (each, an “Intraday Purchase”). Any such direction will be made by the Company delivering\nto Lucid an irrevocable written purchase notice, after 10:00 a.m., New York City time (and after the Purchase Valuation Period for any\nprior regular Purchase (if any) and the Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase\nDate (if any) have ended), and prior to 3:30 p.m., New York City time, on such Purchase Date.\n\n \n\n \n\n \n\n \n\nThe per share purchase price,\nvolume limitations and $1.00 threshold price for the Company’s Common Stock that it elects to sell to Lucid in an Intraday Purchase\npursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a regular Purchase (including the\nsame fixed percentage discounts to the applicable VWAP as in the case of a regular Purchase, as described above), provided that the threshold\nprice will be evaluated on such Purchase Date and the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated\nover different periods during the regular trading session on NASDAQ on such Purchase Date, each of which will commence and end at different\ntimes on such Purchase Date.\n\n \n\nThere is no upper limit on\nthe price per share that Lucid could be obligated to pay for the Company’s Common Stock that the Company may elect to sell to it\nin any Purchase or any Intraday Purchase under the Purchase Agreement. In the case of Purchases and Intraday Purchases effected by the\nCompany under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of the Company’s\nCommon Stock to be purchased by Lucid in a Purchase or an Intraday Purchase (as applicable), or in determining applicable threshold amounts\nin connection with any such Purchase or Intraday Purchase (as applicable), in each case, will be equitably adjusted for any reorganization,\nrecapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to\ncalculate such per share purchase price, maximum purchase share amounts or applicable volume or price threshold amounts.\n\n \n\nThe shares of Common Stock\nthat may be issued under the Purchase Agreement are being offered and sold in transactions exempt from registration under the Securities\nAct of 1933, as amended (the “Securities Act”), in reliance on the exemption afforded under Section 4(a)(2) thereof.\n\n \n\nThe net proceeds to the Company\nfrom sales that it elects to make to Lucid under the Purchase Agreement, if any, will depend on the frequency and prices at which the\nCompany sells its Common Stock to Lucid. The Company expects that any proceeds it receives from such sales to Lucid will be used primarily\nfor funding of ongoing operations, including expansion of capabilities and the Company’s product offerings, hiring employees, integration\nwith the hardware of drone manufacturers, acquiring best-in-class technologies and world-class teams to expand the Company’s product\nportfolio and increase the impact created by the Company’s products on the battlefield, and for working capital and other general\ncorporate purposes\n\n \n\nThe Purchase Agreement will\nautomatically terminate on the earliest to occur of (i) the first day of the month next following the 24-month anniversary of the Commencement\nDate; (ii) the date on which Lucid shall have purchased from the Company, pursuant to all VWAP Purchases and Intraday VWAP Purchases\nthat have occurred and fully settled under the Purchase Agreement, 3,000,000 shares of its Common Stock; (iii) the date on which\nthe Company’s Common Stock shall have failed to be listed or quoted on NASDAQ or another U.S. national securities exchange identified\nas an “eligible market” in the Purchase Agreement (“Eligible Market”) for one trading day; (iv) the 30th\ntrading day next following the date on which, pursuant to or within the meaning of any Bankruptcy Law (as defined in the Purchase Agreement),\nthe Company commences a voluntary case or any Person (as defined in the Purchase Agreement) commences a proceeding against the Company,\nin each case that is not discharged or dismissed prior to such 30th trading day; and (v) the date on which, pursuant to or\nwithin the meaning of any Bankruptcy Law, a Custodian (as defined in the Purchase Agreement) is appointed for the Company or for all or\nsubstantially all of its property, or the Company makes a general assignment for the benefit of its creditors.\n\n \n\nThe Company has the right\nto terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, at any time upon ten Trading Days’ (as\ndefined in the Purchase Agreement) written notice. The Company and Lucid may also agree to terminate the Purchase Agreement by mutual\nwritten consent, provided that no termination of the Purchase Agreement will be effective prior to the fifth Trading Day immediately following\nthe date on which any pending Purchase or any pending Intraday Purchase has been fully settled in accordance with the Purchase Agreement.\nLucid also has the right to terminate the Purchase Agreement upon ten trading days’ prior written notice to the Company in limited\ncircumstances, including: (i) if a Fundamental Transaction (as defined in the Purchase Agreement) has occurred; (ii) the required\nRegistration Statements (as defined below) are not filed or made effective by their respective deadlines, or the Company has a material\nbreach of the Registration Rights Agreement (as defined below) which is not cured within 10 trading days of notice thereof; (iii)\nif, while Lucid holds Common Stock, a Registration Statement is made unavailable for 45 consecutive trading days or for an aggregate of\n90 trading days within any 365-day period; (iv) trading in the Company’s Common Stock on NASDAQ has been suspended for a period\nof five consecutive trading days; (v) the Company is in material breach or default under the Purchase Agreement or Registration Rights\nAgreement, if not cured within ten trading days of notice; or (vi) if any condition, occurrence, state of facts or event constituting\na Material Adverse Effect has occurred and continues.\n\n \n\n2\n\n \n\n \n\nThe Purchase Agreement contains\ncustomary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and\ncovenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement and as of specific dates, were\nsolely for the benefit of the parties to such agreement and are subject to certain important limitations.\n\n \n\n**Registration Rights Agreement**\n\n \n\nOn June 10, 2026, the Company\nentered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Lucid, pursuant to which the Company\nagreed to file an initial registration statement (the “Initial Registration Statement”) within 30 business days following\nthe date of the Registration Rights Agreement. The Company filed the Initial Registration Statement on June 10, 2026. In addition, pursuant\nto the Registration Rights Agreement, the Company agreed to file additional registration statements as required (each, a “New Registration\nStatement” and together with the Initial Registration Statement, a “Registration Statement”) within 30 business days\nfollowing the date of the sale of all shares of Common Stock registered on the Initial Registration Statement, with respect to any additional\nshares of Common Stock to be sold pursuant to the Purchase Agreement.\n\n \n\nThe Registration Rights Agreement\ncontains customary covenants and indemnification obligations of the parties. The covenants contained in the Registration Rights Agreement\nwere made only for the purposes of the Registration Rights Agreement, were solely for the benefit of the parties to such agreement and\nare subject to certain important limitations.\n\n \n\nThe Company has engaged Seaport Global Securities LLC, a registered broker-dealer and FINRA member (“Seaport”), to be the\nqualified independent underwriter in connection with the offering to be registered under the Registration Statement and, in such capacity,\nparticipate in the preparation of the Registration Statement and exercise the usual standards of “due diligence” with respect\nthereto, in order for such offering to be in full compliance with the applicable rules and regulations of the Financial Industry Regulatory\nAuthority, Inc. (“FINRA”), including FINRA Rule 5121. The Company has agreed to reimburse Seaport for the\nfees and expenses of Seaport up to $55,000, as consideration for its services in connection with acting as the qualified independent underwriter\nin the offering to be registered under the Registration Statement. Seaport will receive no other compensation for acting as the qualified\nindependent underwriter in connection with such offering. \n\n \n\nThe foregoing descriptions\nof the Purchase Agreement and Registration Rights Agreement are qualified in their entirety by reference to the full text of the Purchase\nAgreement and Registration Rights Agreement, which are attached to this Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and\nwhich are incorporated by reference herein.\n\n \n\nA\nregistration statement on Form S-1 (File No. 333-296678) relating to the resale of the Common Stock which may be sold under the\nPurchase Agreement has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy\nbe accepted prior to the time the registration statement becomes effective. A final prospectus relating to the offering will be filed\nwith the SEC and will be available on the SEC’s website at http://www.sec.gov.\n\n \n\nThis Report on Form 8-K shall\nnot constitute an offer to sell or a solicitation of an offer to buy any Common Stock, nor shall there be any sale of Common Stock in\nany state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under\nthe securities laws of any such state or jurisdiction."}