Swarmer, Inc

As filed with the Securities and Exchange Commission on June 10, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT**

**UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

4515 Seton Center Pkwy #330

Austin, TX 78759

(512) 305-3513

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Alexander Fink

Chief Executive Officer (U.S.) and President

4515 Seton Center Pkwy #330

Austin, TX 78759

(512) 305-3513

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kenneth R. Koch

Daniel A. Bagliebter

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

919 Third Avenue

New York, NY 10022

(212) 935-3000

**Approximate date of commencement of proposed sale to the public:**From time to time, after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

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.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated June 10, 2026.

3,000,000 Shares

Swarmer, Inc

This prospectus relates to the potential offer and sale from time to time by Lucid Capital Markets, LLC and its affiliates identified in this prospectus (collectively, “Lucid” or the “Selling Stockholder”) of up to 3,000,000 shares of common stock of Swarmer, Inc (“we,” “us,” “our,” the “Company” or “SWMR”), par value $0.00001 per share (the “common stock”), that may be issued by us to the Selling Stockholder pursuant to that certain common stock purchase agreement, dated as of June 10, 2026, by and between the Company and the Selling Stockholder (the “Purchase Agreement”), establishing a liquidity line (“Lucid Liquidity Line”), pursuant to which we may, in our sole discretion, elect to issue and sell to the Selling Stockholder up to 3,000,000 of our shares of common stock in one or more transactions, from time to time after the date of this prospectus.

We are not selling any securities under this prospectus and will not receive any proceeds from the sale ofcommon stock by the Selling Stockholder pursuant to this prospectus. However, we may receive up to approximately $181 million in aggregate gross proceeds from the Selling Stockholder under the Purchase Agreement in connection with sales of the shares of ourcommon stock we may elect to make pursuant to the Purchase Agreement after the date of this prospectus, based on an assumed offering price of $60.32, the last reported sale price of our common stock on June 9, 2026. See “The Lucid Liquidity Line” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding the Selling Stockholder.

Lucid is a registered broker-dealer and Financial Industry Regulatory Authority, Inc. (“FINRA”) member, and will act as an executing broker that will effectuate resales of ourcommon stock that may be acquired by Lucid from us pursuant to the Purchase Agreement to the public in this offering. Because Lucid will receive all the net proceeds from such resales of our common stock made to the public through Lucid, Lucid is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121. Pursuant to that rule, we have engaged Seaport Global Securities LLC (“Seaport”) to act as a “qualified independent underwriter” in this offering and have agreed to pay their fees for such services.

The Selling Stockholder may sell or otherwise dispose of the shares ofcommon stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how the Selling Stockholder may sell or otherwise dispose of such shares. Although the Selling Stockholder is obligated to purchase shares of ourcommon stock under the terms of the Purchase Agreement to the extent we choose to sell such common stock to them (subject to certain conditions), there can be no assurances that the Selling Stockholder will sell any or all of the shares of ourcommon stock purchased under the Purchase Agreement pursuant to this prospectus. Lucid is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

We will pay the expenses incurred in registering under the Securities Act the offer and resale of the shares of common stock offered hereby by the Selling Stockholder.

Ourcommon stock is currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SWMR”. On June 9, 2026, the last reported sale price of ourcommon stock was $60.32. The applicable prospectus supplement, if any, will contain information, where applicable, as to any other listing, if any, on Nasdaq or any securities market or other securities exchange of the securities covered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page16** of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.**

Prospectus dated , 2026