Swarmer, Inc

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors described in Part II, Item 1A, "Risk Factors," of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the "Q1 2026 Form 10-Q"), filed with the SEC on May 14, 2026, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect our business, financial condition or future results. Except as set forth below, there have been no material changes from the risk factors described in our Q1 2026 Form 10-Q.

It is not possible to predict the actual number of shares of our common stock we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales or the dilution to stockholders from those sales. Further, our inability to access a part or all of the amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.

Pursuant to the Purchase Agreement, Lucid has committed to purchase up to 3,000,000 shares of common stock from us, subject to certain limitations and conditions set forth in the Purchase Agreement. The shares of our common stock that may be issued under the Purchase Agreement may be sold by us to Lucid at our discretion from time to time over a 24- month period from the date of the Purchase Agreement. The facility commenced on June 15, 2026 upon effectiveness of the related resale registration statement. During the period from commencement through June 30, 2026, we sold 313,996 shares of common stock under the facility, recorded at their issuance-date fair value, for aggregate gross proceeds of approximately $13.5 million, of which approximately $8.8 million had been received at June 30, 2026 and approximately $4.6 million was recorded as a receivable from the sale of common stock and collected in July of 2026.

We generally have the right to control the timing and amount of any sales of our common stock to Lucid under the Purchase Agreement. Sales of our common stock to Lucid under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lucid all or some of the common stock that may be available for us to sell pursuant to the Purchase Agreement.

Because the purchase price per share of common stock to be paid by Lucid for additional common stock that we may elect to sell to Lucid under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we make such election, it is not possible for us to predict, as of the date of this quarterly report and prior to any such future sales, the number of additional shares of common stock that we will sell to Lucid under the Purchase Agreement, the purchase price per share that Lucid will pay for such additional shares of common stock purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from such future purchases by Lucid under the Purchase Agreement, if any.

Even if we elect to sell to Lucid all of the 3,000,000 shares of common stock pursuant to the Purchase Agreement, depending on the market price of our common stock at the time we elect to sell such shares to Lucid, the actual gross proceeds from the sale of all such shares may be substantially less than the amount available to us under the Purchase Agreement, which could materially and adversely affect our liquidity position. Further, if we are unable to access all or a portion of the amount available under the Purchase Agreement to meet our liquidity needs, we may be required to seek other financing sources and utilize more costly and time-consuming means of accessing the capital markets, which could have a material adverse effect on our business, liquidity and cash position.