Swarmer Inc. (NASDAQ: SWMR) entered into a Common Stock Purchase Agreement with Lucid Capital Markets on June 10, 2026, providing the company with the right to sell up to 3 million shares of common stock over a 24-month period.

Under the agreement, Swarmer may sell shares to Lucid at its discretion, with each purchase limited to 250,000 shares or 20% of daily trading volume, whichever is less. The company can only initiate sales when its stock price is at least $1.00 per share.

Lucid will pay 98% of the volume-weighted average price during the purchase period. The company retains full control over timing and amounts of any sales, with no obligation to sell shares to Lucid. The agreement includes provisions preventing Lucid from owning more than 4.99% of outstanding shares.

Swarmer filed an initial registration statement with the Securities and Exchange Commission on June 10, 2026, as required under a separate Registration Rights Agreement with Lucid. The registration statement must be declared effective before any sales can commence.

The company stated it expects to use proceeds from any sales primarily for ongoing operations, expansion of capabilities, product offerings, hiring employees, integration with drone manufacturer hardware, and acquisitions of technologies and teams to expand its product portfolio.

The agreement automatically terminates after 24 months, when 3 million shares have been purchased, or under various other circumstances including delisting from NASDAQ or bankruptcy proceedings. Both parties can terminate with 10 trading days' written notice under specified conditions.

Seaport Global Securities will serve as qualified independent underwriter for the offering, receiving up to $55,000 in reimbursed fees and expenses.