ROC Announces Closing of Upsized Initial Public Offering

Rhea-AI Summary

Rank One Computing (Nasdaq: ROC) closed an upsized initial public offering of 4,000,000 shares at $6.00 per share, raising $24.0 million in gross proceeds on Feb 23, 2026.

The company began trading on the Nasdaq Capital Market on Feb 20, 2026, and granted the underwriter a 30-day option to buy up to 600,000 additional shares. Proceeds are planned for hiring, neural-processing infrastructure, and working capital.

Positive

• Gross proceeds of $24.0 million from the IPO
• Offering priced at $6.00 per share (high end of range)
• Common stock began trading on Nasdaq on Feb 20, 2026
• Underwriter granted a 30-day option for up to 600,000 shares

Negative

• Net proceeds will be reduced by underwriting discounts, commissions and offering expenses
• Potential shareholder dilution from issuance of up to 4,600,000 shares including the over-allotment option

News Market Reaction – ROC

-13.96%

6 alerts

-13.96% News Effect

+4.4% Peak Tracked

-6.4% Trough Tracked

-$17M Valuation Impact

$104M Market Cap

0.9x Rel. Volume

On the day this news was published, ROC declined 13.96%, reflecting a significant negative market reaction. Argus tracked a peak move of +4.4% during that session. Argus tracked a trough of -6.4% from its starting point during tracking. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $17M from the company's valuation, bringing the market cap to $104M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

IPO share count: 4,000,000 shares IPO price: $6.00 per share Gross proceeds: $24 million +5 more

8 metrics

IPO share count 4,000,000 shares Initial Public Offering common stock sold

IPO price $6.00 per share Public offering price at high end of range

Gross proceeds $24 million Total gross proceeds before fees from IPO

Over-allotment option 600,000 shares 30-day option granted to underwriter

S-1 effective date January 30, 2026 Form S-1 declared effective by SEC

Additional S-1MEF filing date February 20, 2026 Form S-1MEF effective upon filing

Nasdaq listing date February 20, 2026 Common stock began trading on Nasdaq Capital Market

1-day price move 21.02% Change vs. prior close around IPO news

Market Reality Check

Price: $5.80 Vol: Volume 2,052,088 is 8.72x...

high vol

$5.80 Last Close

Volume Volume 2,052,088 is 8.72x the 20-day average of 235,204, indicating heavy trading interest post-IPO. high

Technical Shares at $6.16 are trading below the 200-day MA of $9.95 and 45.2% under the 52-week high of $11.24.

Peers on Argus

No peers with momentum signals were detected; the 21.02% move appears stock-spec...

No peers with momentum signals were detected; the 21.02% move appears stock-specific rather than sector-driven.

Market Pulse Summary

The stock dropped -14.0% in the session following this news. A negative reaction despite the IPO clo...

Analysis

The stock dropped -14.0% in the session following this news. A negative reaction despite the IPO closing could have reflected concerns about dilution or valuation, even with gross proceeds of $24 million at $6.00 per share. Given the limited trading history and the stock sitting below its 200-day MA of $9.95, price discovery after listing can be volatile. Investors often reassess growth prospects, use of proceeds, and execution risk as newly listed shares find an equilibrium.

Key Terms

initial public offering, gross proceeds, underwriter, over-allotments, +3 more

7 terms

initial public offering financial

"announced the closing of its previously announced Initial Public Offering (the “Offering”)"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

gross proceeds financial

"for total gross proceeds of $24 million, before deducting underwriting discounts"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

underwriter financial

"granted the underwriter a 30-day option to purchase up to an additional 600,000 shares"

An underwriter is a financial firm that evaluates, guarantees and helps sell a new security offering—such as a stock or bond—by buying the issue from the issuer and reselling it to investors or organizing the sale. Think of them as a bridge or safety net: they take on the risk, set the price, handle marketing and paperwork, and their work determines how much money a company can raise and how smoothly the offering reaches the market.

over-allotments financial

"option to purchase up to an additional 600,000 shares of its common stock to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

nasdaq capital market financial

"common stock began trading on the Nasdaq Capital Market on February 20, 2026"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

registration statement on form s-1 regulatory

"A registration statement on Form S-1 relating to the Offering (File No. 333-291913)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The Offering is being made only by means of a prospectus, forming a part of the registration statement."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

DENVER, Feb. 23, 2026 (GLOBE NEWSWIRE) -- Rank One Computing Corporation d/b/a ROC, (Nasdaq: ROC) (“ROC” or the “Company”), a U.S. leader in multimodal Vision AI, building sovereign biometric, video analytics, and mission intelligence solutions into a unified platform, today announced the closing of its previously announced Initial Public Offering (the “Offering”) of 4,000,000 shares of common stock at a public offering price of $6.00 per share, which was the high end of the range, for total gross proceeds of $24 million, before deducting underwriting discounts and commissions and other Offering expenses. The Company intends to use the net proceeds from the Offering (i) to hire key resources that enable growth and support market share capture; (ii) to update and expand our neural-processing infrastructure to accelerate the pace in which we train and deploy Vision AI algorithms; and (iii) for working capital and general corporate purposes. In connection with the Offering, ROC has granted the underwriter a 30-day option to purchase up to an additional 600,000 shares of its common stock to cover over-allotments, if any.

ROC’s common stock began trading on the Nasdaq Capital Market on February 20, 2026, under the ticker symbol “ROC.”

The Benchmark Company, LLC, acted as the Sole Book Running Manager for the Offering. Lucosky Brookman LLP acted as U.S. counsel to the Company, and Sheppard, Mullin, Richter & Hampton LLP acted as U.S. counsel to The Benchmark Company, LLC, in connection with the Offering.

A registration statement on Form S-1 relating to the Offering (File No. 333-291913), as amended, was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on January 30, 2026 and a registration statement on Form S-1MEF (File No. 333-293601) was filed on February 20, 2026 with the SEC which was effective automatically upon filing.  The Offering is being made only by means of a prospectus, forming a part of the registration statement. A final prospectus relating to the Offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this Offering, when available, may be obtained from: The Benchmark Company, LLC, 150 East 58th Street, 17th Floor, New York, NY 10155, by calling +1 (212) 312-6700, or by emailing prospectus@benchmarkcompany.com.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About ROC

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 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.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains 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. Among other things, the description of the proposed offering in this announcement contains forward-looking 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. 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.

For investor and media inquiries, please contact:
Matt Aitken, VP of Marketing
media@roc.ai

FAQ

What did ROC announce about its IPO closing on February 23, 2026?

ROC closed an upsized IPO of 4,000,000 shares at $6.00 per share, raising $24.0 million gross. According to the company, proceeds will fund hiring, neural-processing infrastructure upgrades, and working capital.

When did ROC (NASDAQ: ROC) begin trading on Nasdaq and under what symbol?

ROC began trading on the Nasdaq Capital Market on Feb 20, 2026 under the ticker ROC. According to the company, the Nasdaq listing followed the completion of its registration statements and IPO closing.

How much additional share over-allotment does ROC's underwriter have and for how long?

The underwriter has a 30-day option to purchase up to 600,000 additional shares to cover over-allotments. According to the company, this option helps stabilize the market after the IPO.

What will ROC use the net proceeds from the IPO for?

ROC plans to use net proceeds to hire key resources, upgrade neural-processing infrastructure, and for working capital. According to the company, these uses aim to accelerate Vision AI training and market share capture.

Who acted as book-running manager and counsel for ROC's IPO?

The Benchmark Company acted as Sole Book Running Manager for the offering, with Lucosky Brookman as company counsel and Sheppard Mullin as counsel to the underwriter. According to the company, these advisors supported the registration and offering process.

Where can investors find ROC's final prospectus and registration details for the February 2026 IPO?

The final prospectus and registration filings (Form S-1 and S-1MEF) are available on the SEC website and from The Benchmark Company. According to the company, investors should read the prospectus before investing.