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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):
June 23, 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 1.01 Entry into a Material Definitive Agreement.
On June 23, 2026, Rank One Computing Corporation
(the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Company, ZTC Holdco,
Inc. (the “Seller”), Anthony J. Zuccaro, Emily J. Sverchek, and Zuccaro Technical Consulting LLC (“ZTC”), pursuant
to which the Company has agreed to acquire 100% of the issued and outstanding equity interests of ZTC (the “Acquisition”).
Consideration. The aggregate consideration
payable to the Seller consists of: (i) a cash payment at closing of $500,000, subject to reduction for ZTC’s indebtedness and transaction
expenses and potential adjustment based on ZTC’s closing net working capital; (ii) $2,500,000 in shares of restricted common stock
of the Company (the “Restricted Shares”), with $875,000 of Restricted Shares vesting at closing, $1,125,000 of Restricted
Shares vesting on the first anniversary of closing, and the remaining $500,000 of Restricted Shares vesting over the next eight quarters
until the third anniversary of closing; and (iii) revenue share payments equal to 15% of ROC Evidence Advanced Revenue (as defined in
the Purchase Agreement) for each fiscal quarter during the seven-year revenue share term, subject to an aggregate cap of $7,000,000. In
addition, and separate from the purchase price, the Company has committed to grant up to $500,000 in retention restricted stock units
to continuing employees of ZTC, vesting over five years.
Conditions to Closing. The closing of the Acquisition is subject
to satisfaction or waiver of customary conditions, including: (i) the accuracy of representations and warranties of the parties; (ii)
the receipt of required regulatory approvals and other third-party consents; and (iii) execution of employment agreements with key personnel
and proprietary information and invention assignment agreements with employees. The closing is also subject to the completion of an audit
of ZTC’s 2024 and 2025 annual financial statements. There can be no assurance that the Acquisition will be consummated.
The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement filed as Exhibit 2.1 to this Current
Report on Form 8-K, which is incorporated herein by reference.
The Purchase Agreement has been filed to provide
investors and security holders with information regarding its terms. It is not intended to provide any other factual information about
the Company, ZTC, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Purchase
Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the
Purchase Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure
schedules; and may apply standards of materiality in ways that differ from what investors and security holders may view as material. Accordingly,
the Purchase Agreement should not be read alone, but instead should be read together with the information about the Company that the Company
includes in or incorporates by reference into its periodic reports and other filings made with the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
On June 24, 2026, Rank One issued a press release
announcing its entry into the Purchase Agreement described in item 1.01 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1 |
|
Purchase Agreement, dated June 23, 2026, by and among Rank One Computing Corporation, ZTC Holdco, Inc., Anthony J. Zuccaro, Emily J. Sverchek, and Zuccaro Technical Consulting LLC.* |
| 99.1 |
|
Press Release of Rank One Computing Corporation, dated June 24, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain schedules and exhibits to this agreement have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or
exhibit to the Securities and Exchange Commission upon request. |
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: June 24, 2026 |
|
| |
|
| By: |
/s/ B. Scott Swann |
|
| Name: |
B. Scott Swann |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
ROC to Acquire Zuccaro Technical Consulting;
Expands ROC Evidence and Vision AI Capabilities Creating Robust End-to-End Investigative Platform
Acquisition broadens commercial monetization
of ROC Evidence with digital forensics capabilities, active federal government contracts, and an experienced workforce of specialized
software engineers
Transaction structure mitigates shareholder
dilution with upfront cash and restricted stock consideration; adds revenue through current multi-year contracts
Strengthens ROC’s position in $9.4 billion
digital evidence and forensics market through American-built digital forensics capabilities and long-term federal customer relationships
DENVER, CO, June 24, 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 entered into a definitive agreement (the “Transaction”)
to acquire Zuccaro Technical Consulting LLC (“ZTC”), a developer of digital forensics solutions and provider of specialized
software engineering services to federal government customers. The definitive agreement is effective as of June 23, 2026, with the expected
closing to occur in the third quarter of 2026, subject to customary closing conditions.
Under the terms of the definitive agreement, ROC
will acquire ZTC for $500,000 in upfront cash consideration and approximately $2,500,000 of ROC restricted common stock, plus a performance-based
earn-out. The definitive agreement also provides for equity-based compensation in the form of restricted stock units (RSUs) to be granted
to ZTC’s employees. Following the closing of the Transaction, ZTC will operate as a wholly owned subsidiary of ROC.
This acquisition will mark a significant milestone
and is a disciplined initiative to strengthen ROC’s long-term growth strategy by accelerating the Company’s ability to deliver
mission-critical solutions for government and public-safety customers and add scale across the digital evidence market. Following the
closing, ZTC, as a wholly owned subsidiary of ROC, will support seamless continuity of service for its existing government customers.
Subject to applicable government approvals, ROC expects the combined organization to draw on ZTC’s active federal contracts and specialized
technical team to pursue additional mission-critical program opportunities across its government and public-safety customer base.
The Transaction is expected to expand a core pillar
of ROC’s unified Vision AI platform by adding ZTC’s digital forensics capabilities into ROC Evidence. ROC expects the combined
digital evidence and forensics solution will result in a robust end-to-end investigative platform, paired with on-site software development
and forensic support from ZTC’s experts.
“With the addition of ZTC, we have taken
a highly strategic, financially disciplined, and transformative step in the expansion of ROC Evidence and our broader Vision AI platform,”
said B. Scott Swann, CEO of ROC. “We believe the combination of ZTC’s forensics capabilities and long-term customer relationships,
with ROC Evidence’s next-generation digital evidence management, will define our competitive market position, add durable recurring
revenue and unlock a new source of larger, long-duration pipeline opportunities.”
For more than two decades, ZTC’s engineers have
sharpened their forensics capabilities by solving high-volume, high-complexity problems directly, in operational environments, well beyond
what commercially available tools are typically built to solve. The result is a mature, field-proven capability set refined in production
rather than in a lab, not an off-the-shelf product. ZTC’s technology enables the ingestion, processing, review, and management of
large-scale digital evidence workflows, including legal process returns, mobile device extractions, multimedia files, and other investigative
data sources.
“ZTC was built to solve hard digital forensics
problems. Joining ROC gives us the opportunity to bring our digital forensics capabilities into the broader Vision AI platform connecting
digital evidence investigations with ROC ABIS’s system of record and ROC Watch’s video analytics,” said Tony Zuccaro,
Founder of ZTC. “ROC has the scale, mission alignment, and focus to deliver end-to-end investigative solutions for the most demanding
customer requirements. Together, we can help government agencies modernize evidence workflows while keeping their data safe and secure
throughout all stages of an investigation and trial process.”
About ZTC
Zuccaro Technical Consulting is a developer of
digital forensics software and provider of specialized technical consulting services supporting federal government customers. ZTC’s
technology capabilities and mission-focused services help customers ingest, process, review, and manage complex digital evidence across
investigative and intelligence workflows.
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.Va. 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 and include the expected completion of the acquisition, the time frame in which this will occur, the expected benefits
to ROC and ZTC from completing the acquisition, and the expected financial performance of ROC following completion of 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, third-party approvals of the proposed acquisition or that other conditions to the closing of the deal
may not be satisfied, failure to close on the expected timeline, inability to obtain or maintain facility and personnel security clearances,
or required government contract consents/novations, loss of cleared personnel, one or both of the ZTC founders, or key customer relationships
post-closing, 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 due to the announcement of the acquisition, the occurrence of any event, change or other circumstances that
could give rise to the termination of the definitive agreement, and general economic conditions. Therefore, 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
ir@roc.ai
