Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Common Stock Purchase Agreement

On June 10, 2026, Swarmer, Inc (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with Lucid Capital Markets, LLC ("Lucid"). Pursuant to the Purchase Agreement, the Company has the right to sell to Lucid up to the lesser of (i) 3,000,000 shares of its common stock, $0.00001 par value per share (the "Common Stock") and (ii) the Exchange Cap (as defined in the Purchase Agreement), subject to certain limitations and conditions set forth in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to Lucid under the Purchase Agreement.

Upon the initial satisfaction of the conditions to Lucid's purchase obligations set forth in the Purchase Agreement (the "Commencement"), including that the Initial Registration Statement (as defined below), required to be filed by the Company pursuant to the Registration Rights Agreement (as defined below) described under "Registration Rights Agreement" below, has been declared effective by the U.S. Securities and Exchange Commission (the "SEC"), the Company will have the right, but not the obligation, from time to time at its sole discretion over the 24-month period beginning on the date the Commencement occurs (the "Commencement Date"), to direct Lucid to purchase a specified number of the Company's Common Stock, not to exceed certain limitations as set forth in the Purchase Agreement (each, a "Purchase"). Each Purchase shall not exceed the lesser of (i) 250,000 shares of Common Stock and (ii) a percentage to be specified by the Company, not to exceed 20%, times the aggregate number of shares of Common Stock traded on the Nasdaq Capital Market ("NASDAQ") during the applicable Purchase Valuation Period (as defined below). In addition, the Company may only initiate a Purchase if the closing sale price of the Common Stock on NASDAQ on the preceding trading day is not less than $1.00. Any such direction will be made by the Company timely delivering written notice to Lucid (each, a "Purchase Notice") prior to 9:00 a.m., New York City time, on any trading day (each, a "Purchase Date"), subject to certain requirements as set forth in the Purchase Agreement.

From and after Commencement, the Company will control the timing and amount of any sales of its Common Stock to Lucid. Actual sales of the Company's Common Stock to Lucid under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Company's Common Stock and determinations by the Company as to the appropriate sources of funding for the Company's business and operations. The Company may not issue or sell any Common Stock to Lucid under the Purchase Agreement that, when aggregated with all other Common Stock then beneficially owned by Lucid and its affiliates would result in Lucid beneficially owning more than 4.99% of the outstanding shares of Common Stock.

The per share purchase price that Lucid is required to pay for the Company's Common Stock in a Purchase effected by the Company pursuant to the Purchase Agreement, will be equal to 98% of the volume weighted average price of the Company's Common Stock (the "VWAP"), calculated in accordance with the Purchase Agreement, during the applicable Purchase Date (the "Purchase Valuation Period"). The Company may elect in the applicable Purchase Notice that the Purchase Valuation Period will also be determined by the Minimum Price Threshold (as defined below), such time that the trading price of the Company's Common Stock on NASDAQ during such Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable minimum price threshold for such Purchase specified by the Company in the Purchase Notice for such Purchase, or if the Company does not specify a minimum price threshold in such Purchase Notice, a price equal to 75% of the closing sale price of the Company's Common Stock on the trading day immediately prior to the applicable Purchase Date for such Purchase (the "Minimum Price Threshold").

In addition to the regular Purchases described above, after the Commencement, the Company will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Lucid to purchase, on any trading day, including the same Purchase Date on which a regular Purchase is effected, a specified number of the Company's Common Stock, not to exceed certain limitations set forth in the Purchase Agreement (each, an "Intraday Purchase"). Any such direction will be made by the Company delivering to Lucid an irrevocable written purchase notice, after 10:00 a.m., New York City time (and after the Purchase Valuation Period for any prior regular Purchase (if any) and the Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date (if any) have ended), and prior to 3:30 p.m., New York City time, on such Purchase Date.