Swarmer Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement
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Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on May 11, 2026, Swarmer, Inc’s (the “Company”) wholly-owned subsidiary, Swarmer Estonia OÜ (“Swarmer Estonia”), a private limited company organized under the laws of Estonia, entered into a Master Supplier Agreement (“MB MSA”) with Meta Bureau LLC (“MB”) for the use of the Company’s proprietary software in MB’s quadcopter bombers and other unmanned aerial vehicles pursuant to three licenses.
On June 25, 2026, Swarmer Estonia entered into an Amended and Restated Master Supplier Agreement (the “A&R MB MSA”) with MB, pursuant to which the initial lump-sum license fees payable by MB were reduced to approximately $2.5 million and the option for additional software upgrades under the MB MSA were eliminated. The A&R MB MSA retains the initial one-year term, which shall automatically renew for successive one-year periods subject to termination upon 30-days written notice.
On June 25, 2026, in connection with the entry into the A&R MB MSA, Swarmer Estonia entered into a Master Supplier Agreement (“Progress MSA”) with Progress TRW S.R.O. (“Progress”) for the use of the Company’s proprietary software in MB’s quadcopter bombers and other unmanned aerial vehicles. The Progress MSA includes initial lump-sum license fees in an aggregate amount of approximately $1.4 million, for an aggregate of approximately $3.9 million in initial lump-sum license fees payable to the Company pursuant to the A&R MB MSA and Progress MSA. Additionally, the Progress MSA provides for additional software upgrades upon Progress’ election, with additional fees of up to approximately $10.4 million upon any such election in full, which upgrades were previously reflected in the MB MSA prior to its amendment. The Progress MSA has an initial term of one year, which term shall automatically renew for successive one-year periods subject to termination upon 30-days written notice.
The foregoing summaries of the A&R MB MSA and Progress MSA are not complete and are qualified in their entirety by reference to the full text of the A&R MB MSA and Progress MSA, respectively, copies of which the Company expects to file with the U.S. Securities and Exchange Commission as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| Swarmer, Inc | ||
| Date: June 30, 2026 | By: | /s/ Alexander Fink |
| Name: | Alexander Fink | |
| Title: | Chief Executive Officer (U.S.) and President | |