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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): August 31, 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) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: 303 317-6118
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, par value $0.01 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
2.01 Completion of Acquisition or Disposition of Assets
On
August 31, 2026, Rank One Computing Corporation, a Colorado corporation (the “Company”), completed its previously announced
acquisition (the “Acquisition”) of 100% of the issued and outstanding equity interests of Zuccaro Technical Consulting LLC
(“ZTC”) pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of June 23, 2026, by and among
the Company, ZTC Holdco, Inc. (the “Seller”), Anthony J. Zuccaro, Emily J. Sverchek, and ZTC. The Company previously reported
the entry into the Purchase Agreement on a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2026
Item
8.01
On
September 1, 2026, the Company issued a press release announcing the completion of the Acquisition described in Item 2.01 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 Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall
it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated September 1, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| † |
Schedules
and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Registration S-K. The Company hereby agrees
to furnish a copy of any omitted schedules to the SEC upon request. |
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.
| |
Rank One Computing Corporation |
| |
|
|
| Date:
September 2, 2026 |
By: |
/s/
B. Scott Swann |
| |
|
B.
Scott Swann, Chief Executive Officer |
Exhibit 99.1
ROC
Completes Acquisition of ZTC; Strengthening Competitive Position for ROC’s Vision AI Platform
Acquisition
expands ROC Evidence into an end-to-end investigative intelligence offering by combining proven digital forensics with digital evidence
management
Adds
specialized digital forensics engineering expertise, established federal customer relationships, incremental revenue and cross-selling
opportunities across ROC’s unified Vision AI portfolio
DENVER,
CO, September 1, 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 completed its previously
announced acquisition of Zuccaro Technical Consulting LLC (“ZTC”). ZTC now operates as a wholly owned subsidiary of ROC.
“Completing
the acquisition of ZTC marks an important step in ROC’s growth strategy by expanding ROC Evidence beyond digital evidence management
into a more comprehensive end-to-end investigative intelligence solution,” said B. Scott Swann, CEO of ROC. “By combining
ZTC’s proven digital forensics capabilities with ROC Evidence, we’re building on a decades-long collaboration and shared
operating history between two teams shaped by complex federal investigative missions. Together, our advanced analytics, forensic rigor,
and subject matter expertise provide a unique capability in the market, further differentiating ROC Evidence and helping address an unmet
need among national security and enterprise customers. This acquisition accelerates our product roadmap and advances our go-to-market
strategy, bringing established federal customer relationships, specialized engineering talent, incremental revenue and meaningful cross-selling
opportunities across ROC’s broader Vision AI portfolio.”
Strategically,
the acquisition gives ROC multiple avenues for long-term growth. In addition to incremental revenue from ZTC’s existing government
business, ROC expects to pursue cross-selling opportunities to introduce ROC’s Vision AI platform within ZTC’s established
customer base, and to introduce ZTC’s digital forensics technology across ROC’s own government and commercial channels. The
combination expands ROC’s addressable market and strengthens its ability to pursue durable revenue growth and attractive long-term
operating leverage. It also enables the Company to compete for larger, more comprehensive investigative intelligence programs.
“We
are encouraged by how quickly ZTC’s engineering team has integrated with ROC and immediately contributed to the development of
ROC Evidence,” continued Mr. Swann. “We have expanded our technical capabilities, added established federal customer relationships,
and unlocked new pipeline opportunities. With the combined team and technology now in place, we believe ROC is better positioned to scale
our differentiated investigative intelligence platform across government and commercial markets.”
“ROC
is a natural fit for the ZTC team, building on our established strategic partnership and complementary capabilities across digital forensics
and evidence management,” said Tony Zuccaro, Founder of ZTC and ROC’s new Chief Innovation Officer. “We have already
made considerable progress integrating our technologies and combining engineering strengths to broaden ROC Evidence with end-to-end investigative
intelligence capabilities.”
ZTC
competitively positions ROC in the national-security space by adding a team of cleared engineers that widen the Company’s footprint
to serve federal government customers. Within ROC’s Vision AI platform, ZTC’s forensics capabilities are complementary to
ROC ABIS and ROC Watch by supporting more connected investigative workflows across identity, video, and digital evidence.
In
connection with the completed acquisition, historical financial statements and pro forma financial information will be made available,
pursuant to applicable SEC rules.
Expanding
ROC Evidence into Investigative Intelligence
The
integration of ZTC’s proven digital forensics capabilities into ROC Evidence expands the platform into a comprehensive investigative
intelligence solution for key government and commercial markets, enabling forensic examiners, investigators, and litigators to make sense
of the deluge of data they are faced with every day. The combined offering helps customers ingest, manage, analyze, and act on digital
evidence within a unified workflow. By connecting teams across the investigative lifecycle, ROC Evidence helps break down traditional
investigative silos, providing a more collaborative and connected view of cases, from initial evidence collection and forensic analysis
through prosecution, litigation, and e-discovery. Read
more here.
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. As a wholly
owned subsidiary of ROC, ZTC’s technology capabilities and mission-focused services help customers ingest, process, review, and
manage complex digital evidence across investigative and intelligence workflows. 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 within the meaning of 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 expressions that predict or indicate future events or trends or that are not statements of historical fact.
Such statements and/or expressions include the expected benefits to ROC and ZTC from the acquisition, the anticipated integration of
ZTC’s capabilities into ROC Evidence and the broader Vision AI platform, and the expected financial performance of ROC following
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, the ability to obtain or maintain facility and personnel security clearances and
required government contract consents or novations, loss of cleared personnel, one or both of the ZTC founders, or key customer relationships
following the acquisition, 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 arising from the acquisition, and general economic conditions. Therefore, caution must be exercised
in relying on forward-looking statements as 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
