Form 8-K

8-K — Rank One Computing Corp

Accession: 0001213900-26-096446

Filed: 2026-09-02

Period: 2026-08-31

CIK: 0002077709

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Completion of Acquisition or Disposition of Assets

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0304344-8k_rankone.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 1, 2026 (ea030434401ex99-1.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): August 31, 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)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: 303 317-6118

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, par value $0.01 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 ☒

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

2.01 Completion of Acquisition or Disposition of Assets

August 31, 2026, Rank One Computing Corporation, a Colorado corporation (the “Company”), completed its previously announced

acquisition (the “Acquisition”) of 100% of the issued and outstanding equity interests of Zuccaro Technical Consulting LLC

(“ZTC”) pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of June 23, 2026, by and among

the Company, ZTC Holdco, Inc. (the “Seller”), Anthony J. Zuccaro, Emily J. Sverchek, and ZTC. The Company previously reported

the entry into the Purchase Agreement on a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2026

Item

8.01

September 1, 2026, the Company issued a press release announcing the completion of the Acquisition described in Item 2.01 of this Current

Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1, and is incorporated herein by reference.

The

information in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall

it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall

be expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated September 1, 2026.

104

Cover

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

†

Schedules

and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Registration S-K. The Company hereby agrees

to furnish a copy of any omitted schedules to the SEC upon request.

SIGNATURES

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:

September 2, 2026

By:

/s/

B. Scott Swann

Scott Swann, Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 1, 2026

EX-99.1

Filename: ea030434401ex99-1.htm · Sequence: 2

Exhibit 99.1

ROC

Completes Acquisition of ZTC; Strengthening Competitive Position for ROC’s Vision AI Platform

Acquisition

expands ROC Evidence into an end-to-end investigative intelligence offering by combining proven digital forensics with digital evidence

management

Adds

specialized digital forensics engineering expertise, established federal customer relationships, incremental revenue and cross-selling

opportunities across ROC’s unified Vision AI portfolio

DENVER,

CO, September 1, 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 decision intelligence solutions, today announced that it

has completed its previously

announced acquisition of Zuccaro Technical Consulting LLC (“ZTC”). ZTC now operates as a wholly owned subsidiary of ROC.

“Completing

the acquisition of ZTC marks an important step in ROC’s growth strategy by expanding ROC Evidence beyond digital evidence management

into a more comprehensive end-to-end investigative intelligence solution,” said B. Scott Swann, CEO of ROC. “By combining

ZTC’s proven digital forensics capabilities with ROC Evidence, we’re building on a decades-long collaboration and shared

operating history between two teams shaped by complex federal investigative missions. Together, our advanced analytics, forensic rigor,

and subject matter expertise provide a unique capability in the market, further differentiating ROC Evidence and helping address an unmet

need among national security and enterprise customers. This acquisition accelerates our product roadmap and advances our go-to-market

strategy, bringing established federal customer relationships, specialized engineering talent, incremental revenue and meaningful cross-selling

opportunities across ROC’s broader Vision AI portfolio.”

Strategically,

the acquisition gives ROC multiple avenues for long-term growth. In addition to incremental revenue from ZTC’s existing government

business, ROC expects to pursue cross-selling opportunities to introduce ROC’s Vision AI platform within ZTC’s established

customer base, and to introduce ZTC’s digital forensics technology across ROC’s own government and commercial channels. The

combination expands ROC’s addressable market and strengthens its ability to pursue durable revenue growth and attractive long-term

operating leverage. It also enables the Company to compete for larger, more comprehensive investigative intelligence programs.

“We

are encouraged by how quickly ZTC’s engineering team has integrated with ROC and immediately contributed to the development of

ROC Evidence,” continued Mr. Swann. “We have expanded our technical capabilities, added established federal customer relationships,

and unlocked new pipeline opportunities. With the combined team and technology now in place, we believe ROC is better positioned to scale

our differentiated investigative intelligence platform across government and commercial markets.”

“ROC

is a natural fit for the ZTC team, building on our established strategic partnership and complementary capabilities across digital forensics

and evidence management,” said Tony Zuccaro, Founder of ZTC and ROC’s new Chief Innovation Officer. “We have already

made considerable progress integrating our technologies and combining engineering strengths to broaden ROC Evidence with end-to-end investigative

intelligence capabilities.”

ZTC

competitively positions ROC in the national-security space by adding a team of cleared engineers that widen the Company’s footprint

to serve federal government customers. Within ROC’s Vision AI platform, ZTC’s forensics capabilities are complementary to

ROC ABIS and ROC Watch by supporting more connected investigative workflows across identity, video, and digital evidence.

connection with the completed acquisition, historical financial statements and pro forma financial information will be made available,

pursuant to applicable SEC rules.

Expanding

ROC Evidence into Investigative Intelligence

The

integration of ZTC’s proven digital forensics capabilities into ROC Evidence expands the platform into a comprehensive investigative

intelligence solution for key government and commercial markets, enabling forensic examiners, investigators, and litigators to make sense

of the deluge of data they are faced with every day. The combined offering helps customers ingest, manage, analyze, and act on digital

evidence within a unified workflow. By connecting teams across the investigative lifecycle, ROC Evidence helps break down traditional

investigative silos, providing a more collaborative and connected view of cases, from initial evidence collection and forensic analysis

through prosecution, litigation, and e-discovery. Read

more here.

About

ROC

is a leading U.S. developer and manufacturer of Vision AI, delivering sovereign biometrics, video analytics, and mission intelligence

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. As a wholly

owned subsidiary of ROC, ZTC’s technology capabilities and mission-focused services help customers ingest, process, review, and

manage complex digital evidence across investigative and intelligence workflows. The Company is headquartered in Denver, Colo., with

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

Forward-Looking

Statements

This

press release may contain forward-looking statements within the meaning of 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 and expressions that predict or indicate future events or trends or that are not statements of historical fact.

Such statements and/or expressions include the expected benefits to ROC and ZTC from the acquisition, the anticipated integration of

ZTC’s capabilities into ROC Evidence and the broader Vision AI platform, and the expected financial performance of ROC following

the acquisition. Statements regarding future events are based on the parties’ current expectations and are necessarily subject

to associated risks related to, among other things, the ability to obtain or maintain facility and personnel security clearances and

required government contract consents or novations, loss of cleared personnel, one or both of the ZTC founders, or key customer relationships

following the acquisition, dependence on federal contracts, appropriations and procurement cycles, integration risks and erroneous assumptions

underlying the earn-out and expected revenue, difficulties realizing the market opportunity and competitive positioning, the potential

impact on the business of ZTC or ROC arising from the acquisition, and general economic conditions. Therefore, caution must be exercised

in relying on forward-looking statements as actual results may differ materially and adversely from those expressed in any forward-looking

statements. ROC 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 parties’ beliefs and expectations, are

forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. 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) ROC’s

goals and strategies and (ii) ROC’s future business development, financial condition, and results of operations. Further information

regarding these and other risks is included in ROC’s filings with the SEC. All information provided in this press release is provided,

and the forward-looking statements included herein are made, solely as of the date of this press release, and neither party undertakes

any obligation to revise or update any forward-looking statement, except as required under applicable law.

Media

inquiries:

Matt

Aitken, VP of Marketing

media@roc.ai

Investor

inquiries:

CORE

ir@roc.ai

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