Swarmer, Inc. Announces Acquisition Agreement to Buy Ratel Robotics

What Happened

• Swarmer, Inc. (SWMR) announced on September 9, 2026 that it signed a Participatory Interests Purchase Agreement to acquire 100% of LIMITED LIABILITY COMPANY “JK LAND VEHICLES” (d/b/a Ratel Robotics) from certain direct and indirect sellers, including Taras Ihorovych Ostapchuk and others. The Acquisition is expected to close in Q4 2026, subject to customary closing conditions.

Key Details

• Estimated consideration at Closing: approximately $7.2 million in cash plus 1,064,942 shares of Swarmer common stock.
• Potential additional consideration: up to $7.2 million cash earnout and up to 4,422,125 shares of common stock contingent on revenue and operating income targets for 2026–2028.
• Employee incentives: $800,000 cash and 118,326 restricted stock units at Closing, and up to an additional $800,000 cash and 118,326 RSUs tied to the 2026 earnout payout.
• Approvals/conditions: transaction subject to stockholder approval for the stock issuance (Nasdaq Rule 5635(a)), potential Antimonopoly Committee of Ukraine clearance, Nasdaq listing approval for earnout shares, execution of an employment agreement with Ostapchuk, and no material adverse effect (MAE) events. If not closed by January 7, 2027, parties may terminate under the agreement.
• Stock mechanics: issued stock consideration will be subject to a customary six‑month lock-up; the Company will grant registration rights and file a Form S-3 when eligible.

Why It Matters

• This is a strategic acquisition that adds Ratel Robotics to Swarmer’s business for a mix of cash, substantial equity and performance‑based earnouts, which ties part of the sellers’ compensation to future financial performance. Key near‑term items for investors include the required shareholder vote to approve the stock issuance, potential regulatory review in Ukraine, Nasdaq approval to list earnout shares, and the ultimate closing timeline (expected Q4 2026). These factors will affect dilution, cash use at closing, and whether additional earnout payments become payable.