ROC (Nasdaq: ROC) completes $24M IPO and begins Nasdaq trading
Rhea-AI Filing Summary
Rank One Computing Corporation completed a firm-commitment initial public offering of 4,000,000 common shares at
The company’s common stock is listed on the Nasdaq Capital Market under the symbol "ROC". As part of the deal, Rank One Computing issued underwriter warrants to purchase 280,000 shares at an exercise price of
Positive
- Completed upsized IPO raising $24M: Rank One Computing sold 4,000,000 common shares at $6.00 per share for approximately $24 million in gross proceeds, strengthening its capital position to support hiring, infrastructure expansion, and general corporate purposes.
- Listed on Nasdaq Capital Market: The company’s common stock now trades under the symbol ROC on Nasdaq, potentially improving liquidity, visibility, and access to a broader base of institutional and retail investors.
Negative
- None.
Insights
ROC raises $24M in IPO and lists on Nasdaq, expanding its capital base.
Rank One Computing has executed an upsized initial public offering of 4,000,000 shares at
The company also issued underwriter warrants for 280,000 shares at an exercise price of
Management states that net proceeds are earmarked to hire growth‑enabling personnel, upgrade neural‑processing infrastructure for its multimodal Vision AI platform, and fund working capital and general corporate needs. Future filings and financial statements will clarify how effectively this new capital is deployed and how it translates into revenue growth and profitability.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported):
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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:
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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
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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 February 19, 2026, Rank One Computing Corporation, a Colorado corporation, (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with The Benchmark Company, LLC, acting as the representative of the several underwriters (the “Representative”), for a firm commitment underwritten initial public offering (the “Offering”).
Pursuant to the Underwriting Agreement, the Company agreed to sell to the Representative an aggregate of 4,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at an offering price of $6.00 per share (the “Offering Price”). On February 23, 2026 (the “Closing Date”), the Company consummated the closing of the Offering, generating gross proceeds of approximately $24,000,000, before deducting underwriting discounts and offering expenses. The Common Stock is listed on the Nasdaq Capital Market under the trading symbol “ROC.”
Pursuant to the Underwriting Agreement, the Company has granted the Representative the option (the “Over-Allotment Option”), exercisable for 30 days from the Closing Date, to purchase up to an additional 600,000 Shares form the Company at the Offering Price, less the underwriting discount, to cover-overallotments, if any.
The Underwriting Agreement contains customary representations, warranties and agreements, including related to indemnification, contribution, and reimbursement to the Underwriter of customary expenses incurred in connection with the Offering. The terms of the Underwriting Agreement are substantially the same as the terms set forth in the form of such agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Shares were offered by the Company pursuant to a Registration Statement on Form S-1 (File No. 333-291913), which was originally filed with the Securities and Exchange Commission (the “Commission”) on December 3, 2025, and declared effective by the Commission on January 30, 2026. The Registration Statement on Form S-1 was further amended by the filing of a Registration Statement on Form S-1MEF (File No. 333-293601) that was filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, to increase the size of the Offering. The Form S-1MEF became immediately effective upon filing with the Commission on February 19, 2026.
Representative’s Warrant
Pursuant to the Underwriting Agreement, as partial compensation for their services, the Company issued to the Representative on the closing date of the Offering (the “Closing Date”), warrants (the “Representative Warrants”) to purchase an aggregate of 280,000 shares of Common Stock, representing 7% of the aggregate number of shares of Common Stock sold by the Company in this Offering. The Representative Warrants will be exercisable, in whole or in part, commencing on August 24, 2026, and expiring on February 19, 2031, at an initial exercise price per share of Common Stock of $7.50, which is equal to 125% of the Offering price. The terms of the Representative Warrant are substantially the same as the terms set forth in the form of such warrant which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing summary of the terms of the Underwriting Agreement and the Representative’s Warrant are subject to, and qualified in their entirety by reference to, copies of the Underwriting Agreement and Representative’s Warrant that are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01. Other Events.
On February 19, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On February 23, 2026, we issued a press release announcing the closing of the Offering. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K as and is incorporated by reference herein.
1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibits | |
| 1.1 | Underwriting Agreement, dated February 19, 2026, by and between Rank One Computing Corporation and The Benchmark Company LLC | |
| 4.1 | Form of Representative’s Warrant | |
| 99.1 | Press Release, dated February 19, 2026 | |
| 99.2 | Press Release, dated February 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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.
| Date: February 24, 2026 | Rank One Computing Corporation | |
| By: | /s/ S. Scott Swann | |
| Name: | S. Scott Swann | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
ROC Announces Pricing of Upsized Initial Public Offering
DENVER, CO, February 19, 2026 (GLOBE NEWSWIRE) — Rank One Computing Corporation d/b/a 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 pricing of its Initial Public Offering (the “Offering”) of 4,000,000 shares of its 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 is expected to begin trading on the Nasdaq Capital Market on February 20, 2026, under the ticker symbol “ROC.” The Offering is expected to close on February 23, 2026, subject to the satisfaction of customary closing conditions.
The Benchmark Company, LLC, is acting as the Sole Book Running Manager for 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. The Offering is being made only by means of a prospectus, forming a part of the registration statement. A preliminary prospectus related to the Offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus relating to the Offering will be filed with the SEC and will be 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 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.
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
Exhibit 99.2
ROC Announces Closing of Upsized Initial Public Offering
DENVER, CO, February 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 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.
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 Rank One Computing (ROC) announce in this 8-K filing?
How much capital did Rank One Computing (ROC) raise in its IPO?
What is the over-allotment option in ROC’s initial public offering?
How will Rank One Computing (ROC) use the IPO proceeds?
What warrants were issued to the underwriter in ROC’s IPO?
On which exchange does Rank One Computing (ROC) trade and under what symbol?
Filing Exhibits & Attachments
9 documentsPress Releases
