The distribution reduces Wagenheim's direct overhang but the lock-up on warrant-exercise shares removes near-term selling pressure from that source. Monitor for any further 13D amendments or early lock-up releases, which could signal a change in conviction or liquidity needs.
Price Chart
Executive Summary
Director Philip Wagenheim filed an amended Schedule 13D reporting a reduction in beneficial ownership from 1,124,981 shares distributed to Theseus members on September 15, 2026. He now beneficially owns 835,840 shares (4.99% of 16,004,739 shares outstanding as of August 31, 2026), after giving effect to a 4.99% blocker on warrants. He also entered into a 180-day lock-up agreement on shares issued upon cashless exercise of warrants, restricting sales through March 2027.
Key Financial Metrics
Key Facts
- Philip Wagenheim's beneficial ownership decreased from 1,124,981 shares to 835,840 shares due to a pro rata distribution to Theseus members on September 15, 2026.
- Beneficial ownership is 4.99% of 16,004,739 shares outstanding as of August 31, 2026, after giving effect to a 4.99% blocker on warrants.
- Wagenheim executed a 180-day lock-up agreement on September 17, 2026, restricting sales of shares issued upon cashless exercise of warrants without company consent.
- The lock-up covers shares from the cashless exercise of a Stock Purchase Warrant dated September 22, 2025, between Swarmer and Theseus Capital Partners, LLC.
- Wagenheim remains a director of Swarmer and managing member of Theseus, with sole voting and dispositive power over Theseus-held shares.
Financial Impact
Reduction of 289,141 shares from beneficial ownership (from 1,124,981 to 835,840) due to distribution; no cash consideration involved. Lock-up restricts sale of shares from warrant exercise for 180 days.
Risk Factors
- Lock-up may be waived by the company, potentially allowing earlier sales.
- Wagenheim retains significant influence as a director and through Theseus; future actions could shift strategy.
- The 4.99% blocker limits warrant exercise but does not prevent further open-market sales of currently held shares.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D/A Filing (Primary) | 0001104659-26-108628 |
| Document: 0001104659-26-108628-index-headers.html | 0001104659-26-108628 |
| Document: 0001104659-26-108628-index.html | 0001104659-26-108628 |
| Document: 0001104659-26-108628.txt | 0001104659-26-108628 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 6, 2026 20d ago | DEFM14A | $14.07 $13.13 | ▼ −6.68% | ▼ −6.26% | $9.60 (−31.77%) |
Sep 25, 2026 4w ago | PREM14A | $18.18 $16.37 | ▼ −9.96% | ▼ −9.77% | $9.60 (−47.19%) |
Sep 23, 2026 4w ago | Press Release | $21.97 $20.73 | ▼ −5.64% | ▼ −6.19% | $9.60 (−56.30%) |
Sep 23, 2026 4w ago | Insider Cluster | $21.97 $20.73 | ▲ +5.64% | ▲ +6.19% | $9.60 (+56.30%) |
Sep 21, 2026 5w ago | EFFECT | $23.45 $22.65 | ▲ +3.41% | ▲ +3.40% | $9.60 (+59.06%) |
Sep 17, 2026 5w ago | SC 13D/A | $23.98 $23.45 | ▼ −2.21% | ▼ −3.76% | $9.60 (−59.97%) |
Sep 16, 2026 5w ago | 144 | $24.03 $23.98 | ▼ −0.21% | ▼ −0.34% | $9.60 (−60.05%) |
Sep 10, 2026 6w ago | 8-K | $35.99 $39.59 | ▲ +10.00% | ▲ +9.15% | $9.60 (−73.33%) |
Sep 10, 2026 6w ago | Press Release | $35.99 $39.59 | ▲ +10.00% | ▲ +9.15% | $9.60 (−73.33%) |
Aug 21, 2026 9w ago | Press Release | $42.49 $39.78 | ▼ −6.38% | ▼ −6.08% | $9.60 (−77.41%) |
US Market Status
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