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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 |
|
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
