Swarmer, Inc 8-K

What Happened
Swarmer, Inc. announced it completed its initial public offering (IPO) on March 18, 2026, selling 3,450,000 shares of common stock at $5.00 per share (including full exercise of the underwriter’s overallotment). The company’s board approved and the company filed a Third Amended and Restated Certificate of Incorporation and amended and restated bylaws effective upon closing, and the board approved the Swarmer, Inc. 2026 Equity Incentive Plan in connection with the IPO.

Key Details

• IPO size: 3,450,000 shares at $5.00 per share; gross proceeds ≈ $17.3 million (before underwriting discounts, commissions and other offering expenses).
• Closing/filings: IPO closed March 18, 2026; pricing announced March 16, 2026.
• Conversion and outstanding shares: Series A Preferred Stock converted into 6,137,634 common shares and pre-funded warrants to buy up to 1,799,970 common shares; 10,998,609 common shares outstanding after closing.
• Pre-funded warrants: Exercise price $0.01 per share, immediately exercisable, expire upon exercise in full.
• Corporate documents: Charter now authorizes 200,000,000 common and 10,000,000 preferred shares; amended bylaws became effective at closing.
• Equity plan: The company’s 2026 Equity Incentive Plan was approved by the board; full plan text is filed as an exhibit.

Why It Matters
The company has become publicly listed and raised capital (about $17.3M gross) to support operations and growth; the approved equity plan and conversion of preferred stock increase the public float and create potential future dilution from stock awards and exercise of pre-funded warrants. Investors should review the prospectus and the filed exhibits (charter, bylaws, equity plan, warrant form) for full terms and details on governance and dilution.