Form 8-K

8-K — Rank One Computing Corp

Accession: 0001213900-26-107208

Filed: 2026-10-06

Period: 2026-10-05

CIK: 0002077709

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0307850-8k_rank.htm (Primary)

EX-99.1 — PRESS RELEASE OF RANK ONE COMPUTING CORPORATION, DATED OCTOBER 6, 2026 (ea030785001ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

October 5, 2026

RANK ONE COMPUTING CORPORATION

(Exact name of registrant as specified in its

charter)

Colorado

001-43137

47-3970528

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

1290 Broadway, Suite 1200, Denver, Colorado

80203

(Address of principal executive offices, including

zip code)

(303) 317-6118

(Registrant’s telephone number, including area

code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

per share

ROC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election

of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 5, 2026, upon recommendation of the

Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating Committee”) of Rank One Computing

Corporation (the “Company”), the Company’s Board of Directors (the “Board”) appointed Dr. Anil Jain as a

member of the Board, effective as of October 5, 2026, to fill the vacancy resulting from an increase in the size of the Board from eight

to nine directors.

The Board has determined that Dr. Jain qualifies

as an “independent director” as defined under Nasdaq Rule 5605(a)(2). Dr. Jain has not been appointed to any committee of

the Board at this time and will serve as a director until the Company’s next annual meeting of shareholders or until his successor

is duly elected or appointed and qualified, or until his earlier death, resignation, or removal.

Dr. Anil Jain, age 78, has served as University

Distinguished Professor and Douglas E. Zongker Endowed Professor in the Department of Computer Science and Engineering at Michigan

State University in East Lansing since 1974. From March 2021 through August 2026, Dr. Jain served as an Amazon Scholar (20% appointment)

at Amazon.com, Inc. Dr. Jain is an expert in pattern recognition, computer vision and biometrics, is a member of the U.S. National Academy

of Engineering, and has served on the Defense Science Board and the Forensic Science Standards Board. He earned a B.Tech. in Electrical

Engineering from the Indian Institute of Technology, Kanpur, India, an M.S. in Electrical Engineering from The Ohio State University,

and a Ph.D. in Electrical Engineering from The Ohio State University. Dr. Jain does not currently serve, and has not during the past five

years served, as a director of any other public company.

The Company believes that Dr. Jain’s extensive

academic and research background as well as his experience in the biometrics and computer vision industry make him qualified to serve

on our Board.

In connection with his appointment, Dr. Jain will

receive compensation in accordance with the Company’s director compensation program, consisting of an annual equity retainer of

$50,000 in the form of restricted stock units granted under the Company’s 2026 Equity Incentive Plan, the first of which will be

granted on December 1, 2026, and an annual cash retainer of $12,500, each prorated for the portion of the fiscal year remaining as of

October 5, 2026. Since September 1, 2026, Dr. Jain has provided technical advisory services to the Company under an Advisor Agreement,

pursuant to which he receives an advisory fee of $30,000 per year, payable quarterly in arrears, and reimbursement of pre-approved expenses.

The Advisor Agreement has an initial term of one year, renews automatically for successive one-year terms, and may be terminated by either

party on 30 days’ notice. The Board considered the Advisor Agreement in making its independence determination. Other than the Advisor

Agreement, Dr. Jain has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of

Regulation S-K. There are no arrangements or understandings between Dr. Jain and any other persons pursuant to which he was selected as

a director, and Dr. Jain has no family relationship with any director or executive officer of the Company. The Company will also enter

into its standard form of Director Indemnification Agreement with Dr. Jain, the form of which was filed as Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026.

Item 7.01 Regulation FD Disclosure.

On October 6, 2026, the Company issued a press

release announcing the appointment of Dr. Anil Jain to the Board. Pursuant to Regulation FD, the press release is furnished with this

Current Report as Exhibit 99.1.

The information set forth in Item 7.01 of this

Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall

not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities

Act”), regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of Rank One Computing Corporation, dated October 6, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RANK ONE COMPUTING CORPORATION

Date:

October 6, 2026

By:

/s/ B. Scott Swann

Name:

B. Scott Swann

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE OF RANK ONE COMPUTING CORPORATION, DATED OCTOBER 6, 2026

EX-99.1

Filename: ea030785001ex99-1.htm · Sequence: 2

Exhibit 99.1

ROC Appoints Biometrics

Pioneer Dr. Anil K. Jain to Board of Directors

Strengthens Board with science and technology

pioneer responsible for establishing modern

biometric technologies aligned with ROC’s Vision AI growth strategy

Dr. Jain’s foundational research in pattern

recognition and biometrics has helped shape the identity

technologies used across government, security, and commercial applications

Denver, CO, October 6, 2026 – Rank

One Computing Corporation d/b/a ROC, (Nasdaq: ROC) (“ROC” or the “Company”), a U.S. leader in Vision AI, building

unified biometric, video analytics, and digital evidence solutions, announces the appointment of Dr. Anil K. Jain, one of the field’s

foremost authorities in pattern recognition, computer vision, and biometrics, to its Board of Directors (the “Board”), effective

as of October 5, 2026.

“Dr. Jain has helped define how modern biometric

technology is built, measured, and put to use. I have had the privilege of working with Anil for nearly two decades and have seen firsthand

the rigor and practical perspective that have made his work so influential,” said B. Scott Swann, Chief Executive Officer of ROC.

“His expertise is strategically aligned with the fundamentals of our Vision AI platform and strengthens our resources to advance

our multimodal biometrics, identity intelligence, and biometric security. His appointment reinforces ROC’s commitment to developing

American-made technology cultivated through rigorous science and engineered for real-world operations.”

Dr. Jain is among the most highly cited researchers

in the history of computer science, with five decades of experience focused on translating research into practical applications, including

foundational work in pattern recognition, biometrics, computer vision, and machine learning. His research has been patented, licensed,

and deployed in operational environments and has informed identity technologies used across government, security, and commercial applications

worldwide.

Dr. Brendan Klare, ROC Co-Founder and Chief Scientist

commented, “Dr. Jain’s important scientific and engineering discoveries in pattern recognition are fundamental to the technologies,

institutions, and researchers that continue to move this field forward. As ROC builds the next generation of identity intelligence, we

are honored to receive steady guidance from a fundamental leader in pattern recognition and biometrics whose rigor, practical perspective,

and lifelong commitment to meaningful impact have shaped so much of the field.”

The appointment of Dr. Jain adds a foundational

scientific perspective to ROC’s Board at a pivotal stage in the Company’s growth. His guidance will help inform ROC’s

research-led product development as it advances its Vision AI platform across national security, public safety, and commercial markets.

“I’ve dedicated my career to computer

science and engineering research in order to advance pattern recognition focused on solving real-world operational challenges,”

said Dr. Jain. “ROC’s mission to advance its biometric and identity intelligence is a natural extension of that work. I look

forward to contributing my experience as the Company expands its technology capabilities, strengthens the ROC Vision AI platform, and

executes on its long-term growth strategy.”

Dr. Anil Jain is a globally recognized pioneer

in pattern recognition, computer vision, and biometrics. His research has been pivotal in transforming the biometrics industry. Dr. Jain

spent most of his career at Michigan State University beginning in 1974 and currently serves as a University Distinguished Professor.

He has authored many seminal papers and fifteen books, including Introduction to Biometrics, Handbook of Face Recognition, Handbook of

Fingerprint Recognition and Algorithms for Clustering Data; he also has a dozen patents to his name. Dr. Jain served as editor-in-chief

of IEEE Transactions on Pattern Analysis and Machine Intelligence, the most prestigious journal in the fields of computer vision and biometrics.

He was elected to the U.S. National Academy of Engineering, and he also served as a member of the U.S. National Academies panels on Face

Recognition Technology, Information Technology Laboratory Assessment, Whither Biometrics, and Improvised Explosive Devices. Additionally,

Dr. Jain served on the United States Defense Science Board, the Forensic Science Standards Board, and the AAAS Latent Fingerprint Working

Group. Further, Dr. Jain has mentored numerous researchers and industry leaders who have contributed to the commercialization and advancement

of biometric and AI technologies worldwide. Dr. Jain holds a Bachelor of Technology from the Indian Institute of Technology, Kanpur, and

an M.S. and Ph.D. in electrical engineering from The Ohio State University.

For more information about this story, please

visit the ROC blog.

About ROC

ROC is a leading U.S. developer and manufacturer

of Vision AI, delivering sovereign biometrics, video analytics, and digital evidence through a unified platform. This enables agency and

integrator partners to unlock faster, more accurate, and cost-efficient capabilities. At its core, ROC transforms raw pixels into real-time

operational awareness for defense, public safety, and digital commerce. The Company is headquartered in Denver, Colo., with additional

hubs in Grand Rapids, Mich., and Morgantown, W.V. For more information, please visit the Company’s website: www.roc.ai.

Forward-Looking Statements

This Press Release may contain forward-looking

statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform

Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”

“future,” “intends,” “plans,” “believes,” “estimates,” “confident,”

and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the SEC, in its

annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors,

or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations,

are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Therefore, caution must be exercised

in relying on forward-looking statements as a number of factors could cause actual results to differ materially from those contained in

any forward-looking statement, including but not limited to the following: (i) the Company’s goals and strategies and (ii) the Company’s

future business development, financial condition, and results of operations. Further information regarding these and other risks is included

in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and

the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Media inquiries:

Matt Aitken, VP of Marketing

media@roc.ai

Investor inquiries:

ir@roc.ai

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