Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Swarmer, Inc (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Michael Rapoport | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
548,830.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Consists of (i) 475,000 shares of common stock of Swarmer, Inc (the "Issuer") held by Broadband Capital Investments LLC ("Broadband") over which Michael Rapp (the "Reporting Person") holds sole voting and dispositive power and (ii) 73,830 shares of common stock issuable upon the exercise of Warrants (as defined in item 4(a) below) over which the Reporting Person holds sole voting and dispositive power. The Warrants are subject to a 4.99% beneficial ownership blocker (the "Blocker"). Accordingly, securities reported in rows (5), (7) and (9) do not show the number of shares of common stock that would be issuable upon full exercise of the Warrants, and the percentage in row (11) gives effect to the Blocker.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Swarmer, Inc | |
| (b) | Address of issuer's principal executive offices:
4515 Seton Center Pkwy #330 Austin, TX 78759 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed by Michael Rapoport. The Reporting Person has sole voting and dispositive power over the shares and Warrants held by Broadband and the Michael Rappoport Roth IRA (the "IRA"). The Reporting Person is the managing member of Broadband. The Reporting Person has the sole authority and responsibility for the investments made on behalf of Broadband and the IRA, and, as such, the Reporting Person may be deemed to be the beneficial owner of all shares of common stock and Warrants held by Broadband and the IRA, as applicable. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for the Reporting Person is 319 Clematis St., Suite 300, West Palm Beach, FL 33401. | |
| (c) | Citizenship:
USA | |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Row (9) of the Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of (i) shares of common stock held by Broadband over which the Reporting Person holds sole voting and dispositive power and (ii) shares of common stock issuable in any combination upon any (x) exercise of warrants (the "Common Warrants") held by the IRA over which the Reporting Person holds sole voting and dispositive power (subject to the limitations of the Blocker) and (y) pre-funded warrants (the "Pre-Funded Warrants" and together with the Common Warrants, the "Warrants") held by Broadband over which the Reporting Person holds sole voting and dispositive power (subject to the limitations of the Blocker) as of the date of the event which requires filing of this statement and is incorporated herein by reference. | |
| (b) | Percent of class:
Row (11) of the Reporting Person's cover page to this Schedule 13G sets forth the percent of class of securities set forth on row (9) as of the date of the event which requires filing of this statement and is incorporated herein by reference after giving effect to the Blocker. The Company's Current Report on Form 8-K filed on March 18, 2026 indicates there were 10,998,609 shares of common stock outstanding as of the completion of the offering of the common stock referred to therein %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row (5) of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row (6) of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row (7) of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row (8) of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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