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:
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).
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.
On May 14, 2026, Rank One
Computing Corporation, (the “Company”) reported its financial results for the quarter ended March 31, 2026. A copy of the
press release issued by the Company in this connection is furnished herewith as Exhibit 99.1.
The information in this Item
in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange
Act, regardless of any general incorporation language in such filing.
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.
Exhibit 99.1
ROC Reports First Quarter 2026 Financial Results,
Product Momentum Continues Across Vision AI Platform
ROC Watch and ROC ABIS revenue increased 77%
and 255%, respectively, while IPO proceeds strengthened balance sheet to support scaled deployments, commercial execution and long-duration
revenue opportunities
DENVER, CO, May 14, 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 financial results for the first quarter ended March 31, 2026.
“The first quarter was
the beginning of an important transition period for ROC as we debuted on the Nasdaq market. This milestone significantly expanded our
reach and awareness while strengthening our balance sheet as we continued to advance product adoption across our Vision AI platform,”
said B. Scott Swann, CEO of ROC. “Although year-over-year total revenue was ultimately impacted by reduced first-quarter R&D
contract activity resulting from the lingering federal funding lapses of the late-2025 government shutdown, we continued to see strong
momentum in key product areas, including 77% year-over-year growth in ROC Watch and 255% year-over-year growth in ROC ABIS.”
“Our focus is clear: convert
product traction into larger, longer-duration program deployments across government, public safety and commercial markets. ROC’s
identity and intelligence solutions are built for mission-critical environments where accuracy, speed, security and trust matter. We
are a U.S.-built, owned, and operated provider of precision identity technology and intelligence solutions that support more than 300
million annual identity verification transactions. With the capital from our recent Nasdaq listing, we are focusing on disciplined investments
in product and business development, deployment capacity and operating infrastructure to support the execution and scaling of larger,
longer-duration opportunities across identity, security and intelligence markets. We believe ROC is well positioned as demand increases
for American-built Vision AI capable of delivering accurate, explainable and operational intelligence at scale,” concluded Mr.
Swann.
First Quarter Highlights
and Subsequent Events
| ● | Entered the physical access control
market with ROC Access and its first hardware device, ROC Access Face1, a biometric reader
that combines ROC’s Vision AI biometric identity verification with real-time security
intelligence |
| ● | ROC Access Face1 awarded “Best
in Biometrics” in the New Products and Solutions category at ISC West 2026 |
| ● | Achieved
top-tier rankings in NIST benchmarks reinforcing ROC’s position as a high-accuracy
and computationally efficient provider of biometric and Vision AI solutions |
| ● | Completed initial public offering
(IPO), generating net proceeds of approximately $21.5 million, and commenced trading on the
Nasdaq Capital Market under the ticker symbol “ROC” |
| ● | Awarded approximately $662K in February
2026 as a ROC Watch contract expansion supporting new use cases within the U.S. Department
of War (DoW) |
| ● | Expanded an existing mission-critical
program with the U.S. DoW with an additional $924K contract in March 2026 for AI-based target
detection and recognition |
| ● | Launched first ROC ABIS next-generation
face forensics capabilities pilots in March 2026 |
| ● | Deployed ROC Watch at a U.S. university
in March 2026, indicating growing traction in the school security market |
| ● | First deployment of ROC Evidence
for the U.S. Drug Enforcement Administration (DEA) in April 2026, supporting the agency’s
digital evidence management requirements |
| ● | Appointed proven biometric identity
leader Gary Lac as Executive Vice President of Sales and Marketing, focused on expanding
ROC’s commercial footprint across Automated Biometric Identification Systems (ABIS)
and broader biometric identity markets |
First Quarter 2026 Results (as compared to First Quarter 2025)
Revenue for the first quarter of 2026 was $2.5
million, compared to $3.2 million in the first quarter of 2025, a decrease of $0.61 million, or 20%. The decline was primarily
attributable to public-sector procurement timing and lower government R&D contract revenue due to the late Q4 2025 government shutdown.
Product revenue was $2.3 million, compared to
$2.4 million in the prior-year period. The decline was attributable to lower revenue from ROC SDK, driven in part by contract delays
due to U.S. government shutdown in late 2025, as well as decreased revenue from ROC Enroll. ROC Watch revenue increased 77% year-over-year,
reflecting continued customer adoption and expansion of active deployments. ROC ABIS revenue increased 255% year-over-year as commercialization
initiatives launched in the quarter generated favorable early adoption and pilot deployment activity.
Government R&D contract revenue was $0.2
million, compared to $0.7 million in the first quarter of 2025, a decrease of 69%. The decrease was primarily attributable to the completion
of a significant prior-year R&D program, lower first-quarter R&D contract activity, public-sector funding constraints, and delayed
procurement timing related to the late Q4 2025 government shutdown.
The pace of new contract awards and customer
order placement during the quarter was affected by lingering effects of the U.S. federal government funding lapse that occurred from
October 1, 2025 through November 12, 2025. Although the funding lapse ended prior to the start of the first quarter 2026, it constrained
federal procurement and contracting activity through late 2025, which delayed certain customer purchasing decisions, contract awards
and program authorizations that the Company believes would otherwise have advanced during the first quarter of 2026.
Gross profit was $2.0 million, compared to $2.5
million in the prior-year period. Gross margin was 79%, consistent with the first quarter of 2025, reflecting ROC’s durable high-margin
product revenue economics and the efficiency of its Vision AI platform and technology architecture.
Operating expenses totaled $5.0 million, compared
to $3.5 million during the first quarter of 2025, primarily reflecting continued investment in personnel across product development,
business development and overall operations to support the growth of ROC’s product offerings and markets served. The increase also
reflects other incremental costs associated with operating as a public company.
Net loss was $3.0 million, compared
to $0.7 million in the first quarter of 2025.
| 1 | Approximate value due to rounding |
Basic and diluted net loss per
share was ($0.18) in the first quarter of 2026, compared to ($0.05) in the prior year period. The change reflects both the increase in
net loss and the increase in the weighted-average number of common shares outstanding issued in conjunction with our IPO in February.
As of March 31, 2026, ROC had
$16.6 million in cash and cash equivalents and no long-term or structured debt outstanding.
The Company believes its strengthened
balance sheet provides a strong foundation to support continued investment in product development, customer acquisition, and deployment
capacity to drive long-term growth.
Business Outlook
Market demand for identity, video
intelligence, digital evidence and physical security solutions is increasingly converging around integrated Vision AI platforms that
can support mission-critical decision-making across government, law enforcement, defense, public safety, education, commercial security
and private-sector environments. ROC is executing against this market shift through a unified product strategy spanning ROC Watch, ROC
ABIS, ROC Evidence, ROC Enroll, and ROC Access. Near-term priorities are focused on expanding active ROC Watch deployments, advancing
ROC ABIS face forensic pilots and biometric identity opportunities, commercializing ROC Evidence following its first deployment in April
2026, and developing the market opportunity for ROC Access and ROC Access Face1.
ROC’s historical R&D revenue
patterns from the U.S. government typically show slower activity in the first quarter, a ramp-up through the second and third quarters
as contract timing and allocation decisions take effect, and a tapering of activity and related revenue in the fourth quarter.
Conference Call Information
ROC will host a conference
call today, May 14, 2026, at 4:30 PM ET to discuss the results for the first quarter of 2026 and conduct a question and answer session.
The dial-in number for the conference call is (877) 270-2148 (toll-free) or (412) 317-6060 (international). Please dial into the number
10 minutes prior to the scheduled start time.
In addition, a live
webcast of the conference call will be available on ROC’s Investor Relations website at https://investors.roc.ai/.
A replay of the webcast will be available on ROC’s Investor Relations website for one year following the call.
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 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 Earnings Release and materials included
contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995, as amended. These statements
are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions,
plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Forward-looking
statements can be identified by terminology such as “will,” “may,” “should,” “could,”
“would,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” “targets,” “projects,” “forecasts,” “guidance,”
“outlook,” “approximates,” “predicts,” “potential,” “continue,” “likely,”
“ongoing,” “confident,” and similar statements, or the negative or other variation of such expressions, and similar
expressions may identify a statement as a forward-looking statement. Any statements that are not historical facts or that refer to projections
of our future financial performance, our anticipated growth and trends in our businesses, our goals, strategies, focus and plans, and
other characterizations of future events or circumstances, including statements expressing general optimism about future operating results
and the development of our products, are forward-looking statements. The Company may also make written or oral forward-looking statements
in its periodic reports filed with or furnished to the U.S. Securities and Exchange Commission (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. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business,
the economy, and other future conditions, and involve known and unknown risks, uncertainties, and other factors — many of which
are outside the Company’s control — that could cause actual results, performance, or achievements to differ materially from those
expressed or implied by such statements. Such factors include, but are not limited to: the Company’s ability to execute on its goals
and strategies; its future business development, financial condition, results of operations, and cash flows; competitive dynamics and
changes in the markets in which the Company operates; macroeconomic and geopolitical conditions, including inflation, interest rates,
tariffs, trade policy, and currency fluctuations; the Company’s ability to attract, retain, and develop talent; cybersecurity incidents
and information technology disruptions; the Company’s ability to protect its intellectual property; the impact of artificial intelligence
and other emerging technologies on the Company’s business; supply chain disruptions; changes in laws, regulations, and government policies,
including tax, trade, data privacy, environmental, and AI-related regulation; legal proceedings and regulatory inquiries; climate-related
risks and the Company’s sustainability initiatives; and the other risks and uncertainties described under “Risk Factors” in
the Company’s most recent Annual Report on Form 10-K, as updated by the Company’s subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the SEC, which are accessible on the SEC’s website at www.sec.gov. The public can also read and copy any
materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional
information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You should not place undue reliance
on any forward-looking statement. All forward-looking statements contained in this earnings release speak only as of the date of this
earnings release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statement,
whether as a result of new information, future events, changed circumstances or otherwise that may arise after the date of this Earnings
Release.
RANK ONE COMPUTING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited
| | |
For the Three Months Ended | |
| | |
March 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Sales | |
$ | 2,548,642 | | |
$ | 3,173,522 | |
| Cost of sales | |
| 542,994 | | |
| 659,738 | |
| Gross profit | |
| 2,005,648 | | |
| 2,513,784 | |
| | |
| | | |
| | |
| Operating Expenses | |
| | | |
| | |
| Selling, general and administrative | |
| 2,933,221 | | |
| 1,976,717 | |
| Research and development | |
| 2,087,767 | | |
| 1,554,246 | |
| Loss from Operations | |
| (3,015,340 | ) | |
| (1,017,179 | ) |
| | |
| | | |
| | |
| Other Income (Expense) | |
| | | |
| | |
| Interest expense | |
| (19,418 | ) | |
| (10,200 | ) |
| Other expense | |
| (3,436 | ) | |
| - | |
| Total Other Income (Expense) | |
| (22,854 | ) | |
| (10,200 | ) |
| | |
| | | |
| | |
| Loss before benefit from income taxes | |
| (3,038,194 | ) | |
| (1,027,379 | ) |
| | |
| | | |
| | |
| Provision (Benefit) from income taxes | |
| - | | |
| (290,813 | ) |
| | |
| | | |
| | |
| Net Loss | |
$ | (3,038,194 | ) | |
$ | (736,566 | ) |
| | |
| | | |
| | |
| Loss per Share – Basic | |
$ | (0.18 | ) | |
$ | (0.05 | ) |
| Loss per Share – Diluted | |
$ | (0.18 | ) | |
$ | (0.05 | ) |
| Weighted Average Number of Shares – Basic | |
| 16,624,897 | | |
| 14,985,411 | |
| Weighted Average Number of Shares – Diluted | |
| 16,624,897 | | |
| 14,985,411 | |
RANK ONE COMPUTING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| | |
March 31,
2026 | | |
December 31,
2025 | |
| ASSETS | |
| | |
| |
| Current Assets: | |
| | |
| |
| Cash | |
$ | 16,616,852 | | |
$ | 270,560 | |
| Accounts receivable net of allowance for credit losses of $60,380 and $161,723, respectively | |
| 2,939,289 | | |
| 4,155,230 | |
| Prepaid expenses and other current assets | |
| 472,765 | | |
| 420,785 | |
| Total Current Assets | |
| 20,028,906 | | |
| 4,846,575 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 444,970 | | |
| 268,569 | |
| Intangible assets, net | |
| 5,139 | | |
| 5,519 | |
| Operating lease right-of-use asset | |
| 1,017,640 | | |
| 1,088,181 | |
| Capitalized software | |
| 1,133,413 | | |
| 726,582 | |
| Other Assets | |
| 38,347 | | |
| 30,195 | |
| Total Non-Current Assets | |
| 2,639,509 | | |
| 2,119,046 | |
| | |
| | | |
| | |
| Total Assets | |
$ | 22,668,415 | | |
$ | 6,965,621 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 1,685,951 | | |
$ | 2,802,961 | |
| Deferred revenue | |
| 1,292,782 | | |
| 1,382,995 | |
| Line of credit | |
| 237,812 | | |
| 1,839,891 | |
| Operating lease liabilities, short-term | |
| 312,403 | | |
| 306,113 | |
| Total Current Liabilities | |
| 3,528,948 | | |
| 6,331,960 | |
| | |
| | | |
| | |
| Operating lease liabilities | |
| 831,488 | | |
| 912,229 | |
| Deferred tax liability | |
| 13,703 | | |
| 13,703 | |
| Total Long-Term Liabilities | |
| 845,191 | | |
| 925,932 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 4,374,139 | | |
| 7,257,892 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 7) | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ Equity (Deficit): | |
| | | |
| | |
| Common stock, par value $0.01; 100,000,000 shares authorized; 19,080,127 and 15,021,650 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| 190,801 | | |
| 150,217 | |
| Additional paid-in capital | |
| 25,810,612 | | |
| 4,226,455 | |
| Accumulated Deficit | |
| (7,707,137 | ) | |
| (4,668,943 | ) |
| Total Stockholders’ Equity (Deficit) | |
| 18,294,276 | | |
| (292,271 | ) |
| Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 22,668,415 | | |
$ | 6,965,621 | |
RANK ONE COMPUTING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
| |
|
Three Months Ended
March 31, |
|
| |
|
2026 |
|
|
2025 |
|
| Cash Flows from Operating Activities: |
|
|
|
|
|
|
| Net Loss |
|
$ |
(3,038,194 |
) |
|
$ |
(736,566 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Stock-based compensation |
|
|
142,470 |
|
|
|
89,819 |
|
| Depreciation and amortization |
|
|
39,347 |
|
|
|
34,649 |
|
| Non-cash lease expense |
|
|
87,711 |
|
|
|
88,084 |
|
| Non-cash line of credit fees |
|
|
32,830 |
|
|
|
— |
|
| Change in expected credit losses |
|
|
(36,343 |
) |
|
|
— |
|
| Changes in Assets and Liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
1,252,284 |
|
|
|
362,778 |
|
| Prepaid expenses and other current assets |
|
|
(51,980 |
) |
|
|
180,684 |
|
| Other assets |
|
|
(8,152 |
) |
|
|
— |
|
| Deferred taxes |
|
|
— |
|
|
|
(290,813 |
) |
| Accounts payable and accrued expenses |
|
|
(1,117,010 |
) |
|
|
430,895 |
|
| Deferred revenue |
|
|
(90,213 |
) |
|
|
(496,639 |
) |
| Lease liability |
|
|
(91,622 |
) |
|
|
(86,646 |
) |
| Net Cash Provided by (Used In) Operating Activities |
|
|
(2,878,872 |
) |
|
|
(423,755 |
) |
| |
|
|
|
|
|
|
|
|
| Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
| Capitalized software |
|
|
(406,831 |
) |
|
|
(206,250 |
) |
| Purchase of fixed assets |
|
|
(215,368 |
) |
|
|
— |
|
| Net Cash Used in Investing Activities |
|
|
(622,199 |
) |
|
|
(206,250 |
) |
| |
|
|
|
|
|
|
|
|
| Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
| Net proceeds from issuance of common stock |
|
|
21,482,271 |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
| (Repayments to) Proceeds from the line of credit, net |
|
|
(1,634,908 |
) |
|
|
108,481 |
|
| Net Cash Provided by (Used In) Financing Activities |
|
|
19,847,363 |
|
|
|
108,481 |
|
| |
|
|
|
|
|
|
|
|
| Net Increase (Decrease) In Cash |
|
|
16,346,292 |
|
|
|
(521,524 |
) |
| Cash, Beginning of Year |
|
|
270,560 |
|
|
|
726,436 |
|
| Cash, End of Period |
|
$ |
16,616,852 |
|
|
$ |
204,912 |
|
| |
|
|
|
|
|
|
|
|
| Supplemental Disclosures: |
|
|
|
|
|
|
|
|
| Cash paid for interest |
|
$ |
5,712 |
|
|
$ |
1,302 |
|
| |
|
|
|
|
|
|
|
|
| NONCASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Fair value of warrants issued with initial public offering |
|
$ |
936,042 |
|
|
$ |
— |
|
RANK ONE COMPUTING CORPORATION
DISAGGREGATION OF REVENUE
Unaudited
| | |
Three Months Ended
March 31, | |
| | |
2026 | | |
2025 | |
| ROC SDK | |
$ | 1,322,301 | | |
$ | 1,677,506 | |
| ROC Watch | |
| 889,480 | | |
| 502,648 | |
| ROC ABIS | |
| 69,821 | | |
| 19,667 | |
| ROC Enroll | |
| 41,896 | | |
| 237,645 | |
| Total Product Revenue | |
| 2,323,498 | | |
| 2,437,466 | |
| R&D Contracts | |
| 225,144 | | |
| 736,056 | |
| Total Revenue | |
$ | 2,548,642 | | |
$ | 3,173,522 | |
Media inquiries:
Matt Aitken, VP of Marketing
media@roc.ai
Investor inquiries:
CORE IR
ir@roc.ai
8
