Rank One Computing Corp 10-Q

Item 1A. Risk Factors There have been no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, other than as set forth below. Our pending acquisition of Zuccaro Technical Consulting, LLC ("ZTC") may not be completed or may be delayed, and we will incur significant costs whether or not the acquisition is completed. On June 23, 2026 we entered into a Purchase Agreement to acquire ZTC. Closing is subject to conditions we do not fully control, including receipt of required regulatory approvals and third-party consents, execution of employment agreements with key personnel, and completion of an audit of ZTC's 2024 and 2025 annual financial statements. That audit has not been completed, and it may identify matters that cause us to seek to renegotiate or terminate the transaction, delay closing, or result in the condition not being satisfied. We have incurred, and expect to continue to incur, significant legal, accounting and advisory costs in connection with the transaction, and these costs are expensed as incurred and are not recoverable if the acquisition is not completed. In addition, following any closing we will be required to file audited financial statements of ZTC and related pro forma financial information with the SEC within a prescribed period, and a failure to do so on a timely basis could adversely affect our eligibility to use certain registration statement forms. The ZTC acquisition may not deliver the benefits we expect, will dilute our existing stockholders, and will reduce our reported operating results. We have limited experience acquiring and integrating other businesses. Although members of our management team may have participated in acquisitions at other organizations, we have not previously completed one as a company. Integrating ZTC will require significant management attention and resources that would otherwise be directed to operating our business. We may incur integration costs in excess of those we currently anticipate. We may fail to retain ZTC's key personnel, customers or contracts, and the anticipated benefits to our ROC Evidence product line may not materialize. Consideration includes $500,000 of cash, $2,500,000 in restricted shares of our common stock, which will dilute existing stockholders, and revenue share payments of up to $7,000,000 over a seven-year term. In addition, we will issue $500,000 of restricted stock units to ZTC's key personnel. Because a substantial portion of the equity consideration, restricted stock units and the revenue share payments are forfeitable upon termination of employment, we expect to recognize those amounts as compensation expense in periods following the closing rather than as purchase consideration, which will reduce our reported operating results in those future periods, in some cases materially. We also expect to record goodwill and intangible assets, which are subject to impairment testing. A decline in the performance of the acquired business, or in our market capitalization, could result in an impairment charge. 37 We are a defendant in litigation that could result in substantial costs and divert management attention, and our insurance may not cover the full amount of any loss. In March 2026 a claim was filed against us and certain other defendants in the High Court of England and Wales, as described in Note 7 to our condensed consolidated financial statements. We have incurred, and expect to continue to incur, legal costs in defending the matter, and insurance coverage may prove insufficient with respect to legal costs and any judgment or settlement. The plaintiff seeks damages of approximately $179.1 million. The Company believes the claim is without merit and intends to defend the matter vigorously. Because the matter is at an early stage, we are not able to estimate the amount or range of any reasonably possible loss, and we have not recorded any accrual for a loss. An adverse outcome, or the cost of defending or resolving the matter, could be material to our results of operations or financial condition in a given period. Litigation of this nature is also inherently unpredictable and may divert the attention of our management from operating our business. Item 2. Unregi stered Sales of Equity Securities and Use of Proceeds Recent Sales and Issuances of Unregistered Securities The Company has not sold any securities within the period covered by this quarterly report that were not registered under the Securities Act. Issuer Purchases of Equity Securities We have not performed any stock repurchases on our capital stock in any month within the quarter covered by this quarterly report. Item 3. Default s Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.