Swarmer, Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

In January 2026, the Company sold 558,116 shares of Series A-1 convertible preferred stock at a price of $6.2711 per share for gross proceeds of approximately $3.5 million.

No underwriters were used in the foregoing transaction, and no discounts or commissions were paid. All sales of securities described above were exempt from the registration requirements of the Securities Act in reliance on Section 4(a)(2) of the Securities Act, Rule 701 promulgated under the Securities Act or Regulation D promulgated under the Securities Act, relating to transactions by an issuer not involving a public offering. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Use of Proceeds

On March 18, 2026, we completed our IPO, in which we issued and sold 3,450,000 shares of our common stock, including the full exercise by the underwriters of their option to purchase 450,000 additional shares of our common stock, at a public offering price of $5.00 per share, which resulted in gross proceeds to the Company of approximately $17.3 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company. The proceeds from the IPO are being used to fund ongoing operations, including expansion of capabilities and our product offerings, hiring employees, integration with the hardware of drone manufacturers, and for working capital and other general corporate purposes. A portion of the proceeds from the IPO are also being used to in-license, acquire and invest in products, technologies and businesses.

The offer and sale of all of the shares of our common stock in our IPO was effected through a Registration Statement on Form S-1 (File No. 333-293123) that was declared effective by the SEC on March 16, 2026.

There has been no material change in the planned use of proceeds from our IPO as described in the prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on March 17, 2026.

Issuer Purchases of Equity Securities

None.