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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):
September 14, 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 September 14, 2026, Rank One Computing Corporation (the “Company”) entered into a Contract for Commercial Products and
Commercial Services (the “Contract”) with the U.S. Department of Justice (“DOJ”) Executive Office for United States
Attorneys (“EOUSA”) to develop and support a Digital Evidence Review Platform (DERP) for ingestion, review, analysis, and
production of eDiscovery content, including cell phone and social media data, for use in federal prosecutions. The Contract provides for
a one-year base period, followed by seven one-year option periods that EOUSA may elect to exercise successively.
Fees. The one-year base period runs from September 22,
2026 through September 21, 2027, for which EOUSA is obligated to pay the Company $7,414,143.80 for the following services, licenses
and costs (i) services on a time and materials basis, subject to a not-to-exceed amount, to create, customize, initialize and
establish the DERP environment, (ii) a one-year base license to ROC Evidence on a firm fixed price basis for deployment in the DERP
environment, (iii) licenses to use ROC Evidence to process and analyze devices on a firm fixed price per device, (iv) licenses to
use ROC Evidence for review of data in cold-tier storage on a firm fixed price per amount of data stored, charged annually, (v)
licenses to use ROC Evidence to analyze data in hot-tier storage on a firm fixed price per amount of data analyzed, and (vi) travel
costs, subject to a not-to-exceed amount. Each of the seven one-year option periods includes the same categories of ROC Evidence
licenses, at annually escalating unit prices, and travel costs. Services in the first option period continue on a time and materials
basis, subject to a not-to-exceed amount, and services in the second through seventh option periods consist of environment
operations, maintenance and support on a firm fixed price basis. If EOUSA exercises its options for all seven option periods, the
aggregate potential amount payable to the Company by EOUSA under the Contract would be $64,301,418.24 over the eight-year term.
Additional Terms. The Contract incorporates by reference applicable flow-down clauses
under the Federal Acquisition Regulation (FAR) and the Company’s quote.
The foregoing description of the Contract does not purport to be complete
and is qualified in its entirety by reference to the full text of the Contract, including its incorporated terms, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Portions of Exhibit 10.1 have been redacted
in accordance with Item 601(b)(10)(iv) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 28, 2026, the Company issued a press release announcing
its entry into the Contract 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.
The information in this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed “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, and shall not be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1† |
|
Contract for Commercial Products and Commercial Services, dated September 14, 2026, between the Company and the Department of Justice Executive Office of United States Attorneys (certain information redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K) |
| 99.1 |
|
Press Release, dated September 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Portions of this exhibit have been omitted pursuant to Item
601(b)(10)(iv) of Regulation S-K because the omitted information is both (i) not material and (ii) the type that the Company treats as
private or confidential. |
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: |
September 30, 2026 |
|
| |
|
|
| By: |
/s/ B. Scott Swann |
|
| Name: |
B. Scott Swann |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1

ROC Secures $64.3 Million U.S. Department of
Justice Contract for Digital Evidence Technology
Eight-year DOJ contract establishes strategic
beachhead for ROC Evidence
Validates ROC’s expanded digital evidence
platform and the strategic value of its ZTC acquisition
DENVER, CO, September 28, 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, today announces that it has been awarded an eight-year contract with the United States Department
of Justice (DOJ) at a total contract value of $64.3 million. Under the contract, ROC Evidence will support the DOJ’s Digital Evidence
Review Platform (DERP) program, with review, analysis, and production of digital evidence for federal prosecutions.
“We are honored that the DOJ has selected ROC Evidence for this
significant competitive win and consequential beachhead contract for ROC,” said ROC CEO B. Scott Swann. “This award signals
trust and validation for our product, demonstrates our ability to execute on long-term federal programs, and leaves ROC well-positioned
to capture additional government opportunities with durable, high-margin revenue.”
This eight-year DOJ contract has a total value of $64.3 million, including
a committed one-year base period valued at approximately $7 million. The contract also includes seven one-year option periods, which,
if exercised at the DOJ’s sole discretion and subject to the availability of appropriations, would generate ongoing revenue for
ROC. Under the contract, ROC will develop and support DERP, enabling the ingestion, review, analysis, and production of e-discovery content,
including cellphone and social media data, in support of federal prosecutions.
“This win builds on the momentum from our recent federal ABIS
award, ROC’s first win of a strategic beachhead customer, and represents another important step for ROC’s competitive technologies
that are gaining adoption across the federal market,” added Swann. “From biometric identification to digital evidence, America’s
agencies need American-made technology that can perform at scale, support real-world workflows, and break down siloed systems, data sources,
and teams.”
The award also reinforces the strategic value of ROC’s acquisition
of ZTC, bringing together teams that have worked alongside one another for many years with decades of operational experience supporting
consequential investigations and events. ZTC’s digital forensics technology and more than two decades of federal experience expand
ROC Evidence’s capabilities for large-scale data ingestion, processing, and analysis, strengthening ROC’s ability to support
major federal and national security programs at scale.

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 contains forward-looking statements
within the meaning 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 expressions that predict or
indicate future events or trends or that are not statements of historical fact. Among other things, the description of the obtained contract
in this announcement contains forward-looking statements. These forward-looking statements reflect the current analysis of existing information
and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due
to known and unknown risks, actual results may differ materially from the Company's expectations or projections. 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: (i) the U.S. Government’s right to terminate or decline to renew the
contract, in whole or in part, at its convenience; (ii) the fact that only the base period is presently funded and that exercise of any
option period is at the Government’s sole discretion and subject to the availability of appropriations, such that the full $64.3
million total contract value may not be realized; (iii) risks relating to the Company’s performance under, and its ability to satisfy
the technical, delivery, and staffing requirements of, the contract; (iv) changes in government budgets, funding levels, spending priorities,
and procurement policies; (v) risks relating to the integration of the ZTC acquisition and the realization of its anticipated benefits;
and (vi) the Company’s goals, strategies, 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:
CORE IR
ir@roc.ai