Rank One Computing Corp 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Exchange Act. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2025, our disclosure controls and procedures were effective. 60 Management’s Annual Report in Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. As of December 31, 2025, management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO, management has not identified control deficiencies in the Company’s financial reporting process that constitute material weaknesses in the Company’s internal control over financial reporting and concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2025. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The Company has no material weaknesses related to internal controls. This Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and emerging growth companies are exempt from this requirement entirely until they are no longer an emerging growth company. Management’s report is not subject to attestation by the Company’s independent registered public accounting firm. Changes in Internal Control There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information. Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections. Not applicable. 61 Part III Item 10. Directors, Executive Officers and Corporate Governance Executive Officers and Directors The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report. Name Age Position B. Scott Swann 51 Chief Executive Officer and Director Brendan Klare 44 President, Chief Scientist, and Board Chairman Joshua Klontz 37 Chief Technology Officer and Director J. Blake Moore 43 Chief Operating Officer Cody Barnes 39 Chief Financial Officer Anthony Brown 57 Chief of Staff David Ray 41 General Counsel Edward Davis 69 Director Brian Hibbeln 58 Director Steven Martinez 67 Director Dawn Meyerriecks 66 Director B. Scott Swann – Chief Executive Officer, Director B. Scott Swann has served as our Chief Executive Officer since January 2021. Mr. Swann has over 25 years of leadership experience spanning both government and private sector organizations, with a focus on driving innovation and growth in the biometrics and computer vision sectors. Prior to joining ROC, Mr. Swann held multiple key leadership positions, including President and Chief Executive Officer at IDEMIA National Security Solutions from 2017 to 2020, Vice President of Federal Operations & Innovation and Senior Director of Innovation at Safran Morpho-Morphotrak, LLC from 2014 to 2017, Special Assistant at the FBI Director’s Office from 2011 to 2014, and Unit Chief at the FBI’s Criminal Justice Information Services Division from 2009 to 2011. Mr. Swann holds a bachelor’s degree in business from Salem-Teikyo University and a master’s degree in software engineering from West Virginia University. We believe that Mr. Swann is well qualified to serve as our CEO and director because of his extensive leadership experience in the biometrics and computer vision sector, his track record of driving innovation across federal and commercial markets, and his background in managing large-scale operations and coordination with government agencies. His experience includes leading teams to deliver cloud-based SaaS solutions, commercializing video analytics portfolios, and driving innovation across both public and private sectors. Mr. Swann’s extensive expertise aligns with the Company’s growth strategy in regulated and security-sensitive markets. Brendan Klare – President, Chief Scientist, Board Chairman Brendan Klare co-founded ROC in 2015 and has been a key contributor to the Company’s technological advancements since its inception. Dr. Klare was named Chief Scientist and Board Chair in 2020. As Chief Scientist, he leads the development of ROC’s advanced algorithms for face, fingerprint, and iris recognition, consistently achieving top global rankings in NIST evaluations for accuracy and efficiency. He also played a key role in launching ROC SDK 3, which features these industry-leading modalities. Dr. Klare’s technical expertise and commitment to research and development, supported by the Company’s substantial investment in R&D, have advanced ROC’s biometric technology offerings. 62 Dr. Klare earned a Ph.D. in Computer Science with a specialization in pattern recognition and biometrics from Michigan State University in 2012, where his doctoral research focused on computer vision and machine learning algorithms for automatically searching databases of face photographs using query images from alternate modalities, such as hand drawn sketches or infrared imagery. Additional research measured the impact of different covariates (age, gender, race, time lapse, feature representations) on face recognition algorithm accuracy, and he has published dozens of highly cited peer-reviewed academic articles. Prior to co-founding ROC, Dr. Klare was Manager of the Vision Analytics Lab at Noblis, Inc. from 2012 to 2015, where he was the Principal Investigator for testing and evaluation of the Intelligence Advanced Research Projects Activity (“IARPA”) JANUS program on unconstrained face recognition and a Lead Investigator on the FBI’s Video Analytics Major Issues Study. Dr. Klare’s contributions to the field have been recognized by the biometrics research community through frequent requests to deliver keynote and thought leader presentations from organizations, including the Institute of Electrical and Electronics Engineers (“IEEE”) International Conference on Biometrics: Theory, Applications, and Systems in 2019, and he received the Distinguished Alumni Award from Michigan State University in 2023. We believe that Dr. Klare is well qualified to serve as our director because of his extensive expertise in the biometrics and computer vision sector, his leadership in advancing ROC’s technologies, and his deep understanding of the Company’s strategic direction as a co-founder. Joshua Klontz – Chief Technology Officer, Director Joshua Klontz has been our Chief Technology Officer and Director since 2020. Mr. Klontz co-founded the Company in 2015 and has played an instrumental role in shaping its technology strategy and direction. As Chief Technology Officer, he oversees ROC’s technology strategy and R&D initiatives and has contributed significantly to the Company’s product offerings. Under Mr. Klontz’s technical leadership, ROC has consistently achieved top-tier rankings in NIST evaluations for accuracy and efficiency in face, fingerprint, and iris recognition. Prior to founding ROC, Mr. Klontz served as a Computer Vision Software Engineer at Noblis and played a critical role in the IARPA Janus program from 2013 to 2015. His work focused primarily on face detection and recognition, including the development of the APIs for Janus. He has a Bachelor of Science in Computer Science from Harvey Mudd and was invited by Michigan State Professor Anil Jain (nationally renowned leader in Computer Vision and Pattern Recognition) to design unconstrained face recognition algorithms in the Pattern Recognition and Image Processing lab. Mr. Klontz’s academic background is further highlighted by his contributions to the field through numerous publications. We believe that Mr. Klontz is well qualified to serve as our director because of his extensive technical experience in biometric systems, his leadership in developing key technologies like the OpenBR framework and ROC SDK, and his role in shaping the Company’s technology strategy since its founding. His commitment to research and development is a driving force behind ROC’s success as a leading provider of American-made biometric technology. 63 J. Blake Moore – Chief Operating Officer J. Blake Moore has been our Chief Operating Officer since October 2024. He previously served as Senior Vice President Product & Customer Success at the Company from 2022 to 2024, where he gained direct knowledge of the Company’s operations and customer base. Prior to joining ROC, Mr. Moore held various leadership roles at IDEMIA National Security Solutions, a global leader in identity solutions and an authorized enrollment provider for TSA PreCheck. At IDEMIA National Security Solutions, he served as Senior Director of New Product Introduction from 2020 to 2021. At IDEMIA Identity & Security USA LLC (and its predecessor MorphoTrust USA, Inc.), Mr. Moore served as Senior Director of U.S. Business Operations for Enrollment Services from 2017 to 2020, and at MorphoTrust USA, he served as Director of Customer & Business Services, Business Analysis, and Financial Operations. He has an undergraduate degree from Saint Louis University and an MBA from Washington University, along with certifications in SAFe Agile, Lean Six Sigma, Certified Public Accountant, and Certified Internal Auditor. We believe that Mr. Moore is well qualified to serve as our Chief Operating Officer because of his diverse leadership and operational experience across multiple functions, including operational strategy, cross-functional team management, innovation, and scalability, all of which are essential for a rapidly growing technology company like ROC. Cody Barnes – Chief Financial Officer Cody Barnes has been our Chief Financial Officer since December 2021. Earlier in his career at ROC, Mr. Barnes held the position of Director of Finance & Operations from 2016 to 2021, where he developed a strong understanding of the Company’s financial and operational dynamics. Prior to joining ROC, Mr. Barnes worked as Vice President in Liquidity Reporting at Citigroup Inc. (“Citi”) from 2011 to 2016, where he gained significant experience in financial markets, cash flow management, and regulatory compliance. His experience at Citi, a publicly traded company, provides insight into public company financial operations and regulatory requirements. Mr. Barnes has an undergraduate degree from the University of South Florida and is a licensed Certified Public Accountant with expertise in accounting principles and financial reporting standards. We believe that Mr. Barnes is well qualified to serve as our Chief Financial Officer because of his proven experience managing the financial operations and growth of the Company, his understanding of the organization’s operational dynamics, and his background at Citi. Anthony Brown – Chief of Staff Anthony Brown has been our Chief of Staff since October 2024. Prior to this, he was our Chief Operating Officer from January 2023 to October 2024, where he oversaw all operations of the company and managed the growth of personnel, product lines, and internal corporate processes. Prior to joining ROC as the Chief Operating Officer, he served as the strategic advisor to the ROC executive team from March 2021 to January 2023, providing strategic input to the market, team, and product development of the company. Prior to his tenure at ROC, Mr. Brown created and grew a consulting company focused on corporate strategy and organizational development, where he advised senior corporate, federal civilian, and military leaders in building programs to commercialize emerging technologies. Mr. Brown has experience managing both startup companies and large teams within both public and private companies. He holds an undergraduate degree from Cornell University and an MBA from Georgetown University. We believe that Mr. Brown is well qualified to serve as our Chief of Staff based on his decades of experience managing operations and building organizations in both the private and public sectors as they navigate growth. David Ray – General Counsel David Ray has returned as our General Counsel as of January 2026, having previously served in the same role from December 2017 to April 2025, with additional roles as our Chief Operating Officer from 2018 to 2022 and our Chief Privacy & Partnership Officer from 2022 to 2025. In these roles, he developed significant experience in software licensing, employment law, strategic partnerships, government relations, patents and business operations. Prior to joining ROC, Mr. Ray worked as a corporate attorney at Simpson Thacher & Bartlett LLP (“Simpson Thacher”) from 2012 to 2015, Kendall, Koenig & Oelsner, PC (“KKO”) from 2015 to 2016 and Bold Legal, LLC (“Bold Legal”) from 2016 to 2017. As an Associate at Simpson Thacher, an Attorney at KKO and a Founding Partner at Bold Legal, Mr. Ray gained significant experience in both private equity and middle-market mergers and acquisitions and both public and private securities offerings. Mr. Ray started his career as a CDO Banking Analyst at Lehman Brothers, Inc. from 2007 to 2008 and an Associate Strategy Consultant at Axia, Ltd. from 2008 to 2009. During his hiatus from ROC, Mr. Ray served as SVP of Business Development & Legal at Respondus, Inc. from April 2025 to January 2026. Mr. Ray has an undergraduate degree from Harvard College and a law degree from Columbia Law School and is licensed to practice law in Minnesota, California (inactive) and Colorado (inactive). 64 We believe that Mr. Ray is well qualified to serve as our General Counsel based on his proven experience managing the legal risks of the Company over the last eight years, and his prior career experiences in corporate law practice, securitization banking and corporate strategy. Edward Davis – Director Edward Davis has joined ROC’s Board of Directors as an independent director in January 2026. Mr. Davis served as Commissioner at the Boston Police Department for seven years and in leadership positions in local law enforcement departments for over 20 years. He is a public safety leader with 35+ years in law enforcement and has been nationally recognized for crisis leadership during the Boston Marathon bombing, pioneering community policing, and advising both government and private sector on security, intelligence, and resilience. Mr. Davis has a master’s degree in criminal justice and corrections from Anna Maria College, a fellowship in political science and government from the Harvard Kennedy School, and a bachelor’s degree in criminal justice from Southern New Hampshire University Brian Hibbeln – Director Brian Hibbeln has joined ROC’s Board of Directors as an independent director in January 2026. Currently, Mr. Hibbeln serves as a senior fellow at the Potomac Institute for Policy Studies, a senior advisor for Blackstone Private Equity, and a venture partner for SineWave Ventures, LLC. Other key roles include serving as Chief Innovation Officer for NineTwelve, an accelerator connecting innovators with certified demonstration labs and co-founder of the United States Technology Leadership Council, advancing U.S. technology leadership. Prior to entering the private sector, Mr. Hibbeln served over three decades in the U.S. Defense Department and Intelligence Community, with senior roles including Assistant Deputy Undersecretary of Defense for Special Capabilities in the Office of the Secretary of Defense; First Director of the Special Capabilities Office where he oversaw $2B+ in resources and leading Joint Capability Technology Demonstrations for intelligence, space, airborne, and other remote-sensing operations; Director of the Remote Sensing Center-National Capital Region, where he managed $8B+ in government contracts, while delivering tech demonstrations and operational support to combatant commanders globally; and Chief Scientist and Chief Systems Engineer of Measurement and Signature Intelligence (MASINT) Staff at the National Reconnaissance Office (NRO), where he developed methods to address hard intelligence problems and advanced space based MASINT architectures, while providing recommendations to the Director of Central Intelligence, Congressional staffs, senior policy decisionmakers, and numerous operational and intelligence customers. Mr. Hibbeln earned a Master of Science degree in Physics from the Air Force Institute of Technology and a Bachelor of Science degree in Physics from the United States Air Force Academy. Steven Martinez – Director Steven Martinez has joined ROC’s Board of Directors as an independent director in January 2026. Mr. Martinez is a veteran intelligence leader with 25+ years at the FBI, where he oversaw the Bureau’s Science & Technology Branch, including the Laboratory, Operational Technology, and Criminal Justice Information Services divisions. He has been recognized for advancing biometric innovation, forensic science, and national-scale identity systems across U.S. and allied missions. Since leaving public service, Mr. Martinez served as Head of Global Security, MGM Resorts International, where he oversaw all activities undertaken by the MGM Resorts International Corporate Security Department and coordinated the comprehensive security function for the enterprise. Mr. Martinez has a Master of Arts degree in political science from the University of California, Berkeley, and a Bachelor of Arts degree in government from Saint Mary’s College of California. 65 Dawn Meyerriecks – Director Dawn Meyerriecks has joined ROC’s Board of Directors as an independent director in January 2026. Ms. Meyerriecks is a former Deputy Director of the Central Intelligence Agency (“CIA”) for Science and Technology and is a mission-driven technologist with 40+ years in CIA & national programs. She has led the development and execution of numerous new technology products that support the CIA mission, and she brings both technical and operational experience, aligning innovation and engineering with national security imperatives. Ms. Meyerriecks has a Master of Science degree in computer science from Loyola Marymount University and a Bachelor of Science degree in Electrical Engineering & Business from Carnegie Mellon University. Family Relationships There are no family relationships between or among any of the current directors, executive officers or persons nominated or charged to become directors or executive officers. Number and Terms of Office of Officers and Directors Our business and affairs are organized under the direction of our board of directors. As of the date of this Annual Report, our board of directors consists of 7 directors, including 3 executive directors and 4 independent directors. Our bylaws, amended, provide that the number of directors will be fixed by the board of directors or shareholders and that the directors need not be shareholders. Our officers are appointed by the board of directors and shall hold office at the discretion of the board of directors until their successors are duly appointed and qualified, until the expiration of their term in office if appointed for a specified period of time, or until their earlier death, resignation or removal. Our board of directors is authorized to appoint officers to the offices set forth in our bylaws, as amended. Board Committees Our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our board of directors adopted a charter for each of these three committees. Copies of each committee’s charter are posted on the Investor Relations section of our website, https://investors.roc.ai/. Each of the committees of our board of directors shall have the composition and responsibilities described below. Our board of directors may, from time to time, establish other committees as it deems appropriate. Audit Committee As of the date of this Annual Report, Edward Davis, Brian Hibbeln, and Steven Martinez serve as members of our Audit Committee, with Edward Davis serving as the chairman of the Audit Committee. Each of our Audit Committee members satisfies the “independence” requirements of the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors has determined that Edward Davis possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the SEC. Our Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee performs several functions, including: ● evaluating the performance, independence and qualifications of our independent registered public accounting firm and determining whether to retain our existing independent registered public accounting firm or engage new independent registered public accounting firm; ● reviewing and approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services; ● reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” and discussing the statements and reports with our independent registered public accounting firm and management; ● reviewing with our independent registered public accounting firm and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls; ● reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented; and ● reviewing and evaluating on an annual basis the performance of the audit committee, including compliance of the audit committee with its charter. 66 Compensation Committee As of the date of this Annual Report, Brian Hibbeln, Edward Davis, and Steven Martinez serve as members of our Compensation Committee, with Brian Hibbeln serving as the chairman of the Compensation Committee. All of our Compensation Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. The functions of this committee include, among other things: ● reviewing, modifying and approving (or, if deemed appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies; ● reviewing and approving the compensation, the performance goals and objectives relevant to the compensation, and other terms of employment of our executive officers; ● reviewing and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs; ● reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; ● reviewing with management and approving our disclosures under the caption “ Compensation Discussion and Analysis ” in our periodic reports or proxy statements to be filed with the SEC; and ● preparing the report that the SEC requires in our annual proxy statement. Nominating and Corporate Governance Committee As of the date of this Annual Report, Steven Martinez and Ed Davis serve as members of our Nominating and Corporate Governance Committee, with Steven Martinez serving as the chairman of the Nominating and Corporate Governance Committee. All of our Nominating and Corporate Governance Committee members satisfy the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. The functions of this committee include, among other things: ● identifying, reviewing and evaluating candidates to serve on our board of directors consistently with criteria approved by our board of directors; ● evaluating director performance on the board and applicable committees of the board and determining whether continued service on our board of directors is appropriate; ● evaluating, nominating and recommending individuals for membership on our board of directors; and ● evaluating nominations by stockholders of candidates for election to our board of directors. The nominating and corporate governance committee takes into account many factors in determining recommendations for persons to serve on the board of directors, including the following: ● personal and professional integrity, ethics and values; ● experience in corporate management, such as serving as an officer or former officer of a publicly-held company; ● experience as a board member or executive officer of another publicly-held company; ● strong finance experience; ● diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; ● diversity of background and perspective including, without limitation, with respect to age, gender, race, place of residence and specialized experience; ● experience relevant to our business industry and with relevant social policy concerns; and ● relevant academic expertise or other proficiency in an area of our business operations. 67 Role of Board in Risk Oversight Process Our Chief Executive Officer, President, and Chief Technology Officer positions are held by B. Scott Swann, Brendan Klare, and Joshua Klontz, respectively, who currently beneficially own approximately 6.5%, 24.1%, and 24.1%, respectively, of the voting power of our outstanding common stock. Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests of our company and our stockholders are best served. Our board of directors has determined that our current leadership structure is appropriate. Each of B. Scott Swann, Brendan Klare, and Joshua Klontz has extensive knowledge of all aspects of our company, our business and risks. While management is responsible for assessing and managing risks to our company, our board of directors is responsible for overseeing management’s efforts to assess and manage risk. This oversight will be conducted primarily by our full board of directors, which has responsibility for general oversight of risks, and standing committees of our board of directors. Our board of directors will satisfy this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communications between management and the board of directors are essential for effective risk management and oversight. Compensation Committee Interlocks and Insider Participation None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee will be, or will have ever been, an officer or employee of our company. Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our employees, officers, and directors. A current copy of the code is posted on the Investor Relations section of our website, https://investors.roc.ai/. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website identified above or in filings with the SEC. A copy of the code of business conduct and ethics has been filed herewith, as Exhibit 14.1. Insider Trading Policies We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the insider trading policy has been filed herewith, as Exhibit 19.1. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our directors or executive officers has, during the past ten years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. From time to time, we may be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our company’s resources, including our company’s management’s time and attention. 68 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2025. Item 11. Executive Compensation The following table sets forth the aggregate compensation paid to our named executive officers for the fiscal years ended December 31, 2025 and 2024. Individuals we refer to as our “named executive officers” include our Chief Executive Officer and two other most highly compensated executive officers whose compensation for services rendered in all capacities equaled or exceeded $100,000 during the fiscal years ended December 31, 2025. Summary Compensation Table Salary Bonus Option Awards Non-equity incentive plan compensation All Other Compensation Total Name and Principal Position Year ($) ($) ($) ($) ($) ($) B. Scott Swann 2025 316,889 253,511 31,423 - - 601,823 Chief Executive Officer and Director 2024 310,675 - 45,798 - - 356,473 Brendan Klare 2025 251,267 100,507 26,087 - - 377,861 President, Chief Scientist, and Board Chairman 2024 246,340 - 26,159 - - 272,499 Joshua Klontz 2025 233,478 93,391 26,087 - - 352,956 Chief Technology Officer and Director 2024 228,900 - 26,159 - - 255,059 Employment Arrangements with our Executive Officers and Directors B. Scott Swann In January 2021, we entered into an employment agreement with B. Scott Swann (the “Swann Employment Agreement”) in connection with his appointment as our Chief Executive Officer. The material terms of the Swann Employment Agreement are as follows: (i) an annual base salary of $250,000; (ii) eligibility for an annual, performance-based cash bonus of up to 100% of Mr. Swann’s base salary subject to achievement of certain financial performance goals; (iii) an option grant to purchase 501,000 shares of our common stock that was granted at the our first board meeting following the completion of the third-party valuation of our common stock; and (iv) eligibility to participate in our retirement or benefit plans and arrangements that may be made available to our employees. The above description of the Swann Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Swann Employment Agreement, a copy of which is included as Exhibit 10.3 to this Annual Report. Equity Compensation Plan Information Our equity compensation program focuses the efforts of our named executive officers on the achievement of long-term objectives and aligns the interests of our named executive officers with those of our shareholders through the grant of equity awards, the value of which depends on our stock performance, to achieve strong long-term performance. In addition, our equity compensation program is intended to allow the Company to recruit and retain exceptional employees, officers, directors and consultants and to provide incentives for such individuals to perform at the highest levels for the benefit of the Company. We have historically granted limited equity awards to motivate and retain key executive talent and align their interests with the long-term interests of shareholders. 2018 Equity Incentive Plan On September 18, 2018, our Board adopted and our shareholders approved the 2018 Equity Incentive Plan (as amended, “2018 Plan”), which will terminate automatically on September 18, 2028, unless terminated earlier by the Company, and no grants may be granted under the 2018 Plan following such termination. The 2018 Plan provides for (a) the grant of incentive stock options, (b) nonstatutory stock options, (c) stock appreciation rights, and (d) restricted stock. Any shares subject to an outstanding grant made under the 2018 Plan will be returned to the 2018 Plan’s share reserve and will be available for issuance in connection with subsequent grants under the 2018 Plan to the extent: (a) any option expires or otherwise terminates, in whole or in part, without having been exercised in full; (b) any shares of common stock issued under a restricted stock award or option are subsequently repurchased by the Company; or (c) any stock appreciation rights expire or otherwise terminate, in whole or in part, without having been realized. 69 In the event that the Company is subject to a change in control, merger, consolidation or similar transaction, the board of directors may (i) arrange for the surviving corporation or acquiring corporation to assume the equity incentives; (ii) arrange for lapse of or assignment to the surviving corporation or acquiring corporation of any reacquisition or repurchase rights held by the Company; (iii) accelerate vesting of the equity incentives; (iv) cancel or arrange for cancellation of the equity incentives or (v) make a payment equal to the value of the property the participant would have received upon exercise of the equity incentive immediately prior to the transaction over any exercise price payable in connection with such exercise. The 2018 Plan will be administered by the Board, acting subject to the 2018 Plan. Subject to the general purposes, terms, and conditions of the 2018 Plan, and any charter adopted by the Board governing the actions of the Compensation Committee, the Compensation Committee will have full power to implement and carry out the 2018 Plan, including determining the terms and conditions of, and to institute, any exchange program (including an option repricing without shareholder approval) and delegate any of its duties under the 2018 Plan to one or more officers or employees pursuant to a specific delegation as permitted by the terms of the 2018 Plan and applicable law. The Company may amend the 2018 Plan or any grant in any respect the Company deems necessary or advisable, subject to the limitations of applicable law and the 2018 Plan. 2026 Equity Incentive Plan On January 8, 2026, our Board adopted and our shareholders approved the 2026 Equity Incentive Plan (“2026 Plan”), which will terminate automatically on January 7, 2036, unless terminated earlier by the Company, and no grants may be granted under the 2026 Plan following such termination. The 2026 Plan provides for (a) the grant of incentive stock options, (b) nonstatutory stock options, (c) stock appreciation rights, (d) restricted stock awards, (e) restricted stock unit awards, (f) performance awards and (g) other stock awards. The total number of shares of common stock reserved and available for issuance pursuant to the 2026 Plan will not exceed the initial share reserve of 1,000,000 shares plus an annual automatic increase on January 1, 2027 and each year thereafter equal to the lesser of (i) 3% of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares of common stock as may be determined by the Board. If any equity incentive under the 2026 Plan (i) expires or otherwise terminates without all of the shares of common stock having been issued or (ii) is settled in cash, such expiration, termination or settlement will not reduce the number of shares available for issuance under the 2026 Plan. If any shares of common stock issued pursuant to any form of stock award under the 2026 Plan are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the 2026 Plan. Any shares reacquired by or withheld by the Company in satisfaction of tax withholding obligations on any form of stock award or as consideration for the exercise or purchase price of any form of stock award will again become available for issuance under the 2026 Plan. In the event that the Company is subject to a change in control, merger, consolidation or similar transaction, the board of directors may (i) arrange for the surviving corporation or acquiring corporation to assume or continue the equity incentives under the 2026 Plan or substitute a similar equity incentive; (ii) arrange for lapse of or assignment to the surviving corporation or acquiring corporation of any reacquisition or repurchase rights held by the Company; (iii) accelerate vesting of the equity incentives; (iv) cancel or arrange for cancellation of the equity incentives or (v) make a payment equal to the value of the property the participant would have received upon exercise of the equity incentive immediately prior to the transaction over any exercise price payable in connection with such exercise. The 2026 Plan will be administered by the Board, acting subject to the 2026 Plan. Subject to the general purposes, terms, and conditions of the 2026 Plan, and any charter adopted by the Board governing the actions of the Compensation Committee, the Compensation Committee will have full power to implement and carry out the 2026 Plan, including determining the terms and conditions of, and to institute, any exchange program (including an option repricing without shareholder approval) and delegate any of its duties under the 2026 Plan to one or more officers or employees pursuant to a specific delegation as permitted by the terms of the 2026 Plan and applicable law. The Company may amend the 2026 Plan or any grant in any respect the Company deems necessary or advisable, subject to the limitations of applicable law and the 2026 Plan. Compensation of Directors We have no formal plan for compensating our directors for their service in their capacity as directors, although our directors may receive stock options to purchase common stock or other equity incentives as awarded by our board of directors or our compensation committee. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any cash compensation for their services as a director, including committee participation and/or special assignments. 70 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding options to acquire our common stock held by each of the named executive officers as of December 31, 2025 including the vesting dates for the portions of these awards that had not vested as of that date. The named executive officers did not hold any other outstanding equity awards as of that date. Option Awards Equity Incentive Plan Awards: Number of Number of Number of Securities Securities Securities Underlying Underlying Underlying Unexercised Unexercised Unexercised Option Option Options (#) Options (#) Unearned Exercise Expiration Name Exercisable Unexercisable Options (#) Price ($) Date B. Scott Swann(1) 501,000 - - 0.22 1/14/2031 B. Scott Swann(2) 801,600 200,400 - 2.40 4/18/2032 Brendan Klare(3) 668,000 167,000 - 2.40 4/18/2032 Joshua Klontz(4) 668,000 167,000 - 2.40 4/18/2032 (1) Represents 501,000 options held by B. Scott Swann, which have fully vested as of December 31, 2024. (2) Represents 1,002,000 options held by B. Scott Swann, of which 20% vest 1 year after the grant date and the remaining shares vest monthly over a remaining 4 year term. (3) Represents 835,000 options held by Brendan Klare, of which 20% vest 1 year after the grant date and the remaining shares vest monthly over a remaining 4 year term. (4) Represents 835,000 options held by Joshua Klontz, of which 20% vest 1 year after the grant date and the remaining shares vest monthly over a remaining 4 year term. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information concerning the ownership of our common stock as of March 27, 2026, with respect to: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group. Applicable percentage ownership is based on 19,080,127 shares of common stock outstanding as of March 27, 2026. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to such securities. In addition, pursuant to such rules, we deemed outstanding shares of common stock subject to options, warrants, and other securities held by that person that are exercisable or convertible currently or within 60 days of March 27, 2026, if any. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws. 71 Shares of Common Stock Beneficially Owned Name and Address of Beneficial Owner(1) Number Percentage 5% or Greater Stockholders Scott Klum (2) 3,036,060 15.8 % Benjamin Klein (3) 1,418,943 7.4 % Executive Officers and Directors B. Scott Swann (4) 1,336,000 6.5 % Brendan Klare (5) 4,765,623 24.1 % Joshua Klontz (6) 4,765,623 24.1 % J. Blake Moore (7) 60,120 0.3 % Cody Barnes (8) 629,033 3.3 % Anthony Brown (9) 250,500 1.3 % David Ray (10) 831,660 4.3 % Edward Davis - - Brian Hibbeln - - Steven Martinez 16,600 0.1 % Dawn Meyerriecks - - All directors and executive officers as a group (11 individuals) 12,655,159 56.5 % (1) Except as otherwise indicated, the business address of the stockholders known to us to beneficially own more than 5% of our common stock and our directors and executive officers is 1290 Broadway, Suite 1200, Denver, CO 80203. (2) Scott Klum’s beneficial ownership consists of 2,952,560 shares of our common stock owned directly and 83,500 shares of common stock issuable pursuant to presently exercisable options. (3) Benjamin Klein’s beneficial ownership consists of 1,307,610 shares of our common stock owned directly and 111,333 shares of common stock issuable pursuant to presently exercisable options. (4) B. Scott Swann’s beneficial ownership consists of 1,336,000 shares of our common stock issuable pursuant to presently exercisable options. (5) Brendan Klare’s beneficial ownership consists of 4,069,790 shares of our common stock owned directly and 695,833 shares of common stock issuable pursuant to presently exercisable options. (6) Joshua Klontz’s beneficial ownership consists of 4,069,790 shares of our common stock owned directly and 695,833 shares of common stock issuable pursuant to presently exercisable options. (7) J. Blake Moore’s beneficial ownership consists of 60,120 shares of common stock issuable pursuant to presently exercisable options. (8) Cody Barnes’s beneficial ownership consists of 475,950 shares of our common stock owned directly and 153,083 shares of common stock issuable pursuant to presently exercisable options. (9) Anthony Brown’s beneficial ownership consists of 250,500 shares of common stock issuable pursuant to presently exercisable options. (10) David Ray’s beneficial ownership consists of 693,050 shares of our common stock owned directly and 138,610 shares of common stock issuable pursuant to presently exercisable options. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of December 31, 2025 with respect to compensation plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 9,376,716 $ 2.16 - Equity compensation plans not approved by security holders - - - Total 9,376,716 $ 2.16 - 72 Item 13. Certain Relationships and Related Transactions, and Director Independence Certain Relationships and Related Transactions During the period from January 1, 2024 to the date of this Annual Report, we have not entered into or participated in any Related Party Transactions (as defined below). Company Policies on Related Party Transactions A “Related Party Transaction” is a transaction, arrangement, or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest. A “Related Person” means: ● any person who is, or at any time during the applicable period was, one of our executive officers, one of our directors, or a nominee to become one of our directors; ● any person who is known by us to be the beneficial owner of more than 5% of any class of our voting securities; ● any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of any class of our voting securities, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of any class of our voting securities; or ● any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest. Our Audit Committee reviews all material facts of all Related Party Transactions and either approves or disapproves entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee shall consider, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction. Further, all Related Party Transactions required to be disclosed in our filings with the SEC shall be so disclosed in accordance with applicable laws, rules and regulations. Director Independence The Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our company). As of the date of this Annual Report, we have four “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our board of directors has determined that Edward Davis, Brian Hibbeln, Steven Martinez, and Dawn Meyerriecks are independent directors under applicable Nasdaq and SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14. Principal Accounting Fees and Services Fees to Independent Registered Public Accounting Firm The following table presents for each of the last two fiscal years the aggregate fees billed in connection with the audits of our financial statements and other professional services rendered by our independent registered public accounting firm, Rosenberg Rich Baker Berman, P.A. No other fees were paid to Rosenberg Rich Baker Berman, P.A. 2025 2024 Audit Fees (1) $ 208,940 $ 151,275 (1) Audit Fees . These are fees for professional services for the audit of our annual financial statements, and for the review of the financial statements included in the filings related to our initial public offering. Policy on Audit Committee Pre-Approval of Fees The Audit Committee must pre-approve all services to be performed for us by our independent registered public accounting firm. Pre-approval is granted usually at regularly scheduled meetings of the Audit Committee. If unanticipated items arise between regularly scheduled meetings of the Audit Committee, the Audit Committee has delegated authority to the chairman of the Audit Committee to pre-approve services, in which case the chairman communicates such pre-approval to the full Audit Committee at its next meeting. The Audit Committee also may approve the additional unanticipated services by either convening a special meeting or acting by unanimous written consent. 73 Part IV Item 15. Exhibits and Financial Statement Schedules The following is a list of exhibits filed as a part of this Annual Report: Exhibit Number Description of Document 3.1 Second Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 4.1* Description of Securities Registered Under Section 12 of the Exchange Act 10.1 2018 Equity Incentive Plan, dated September 18, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 10.2 Amendment No. 1 to 2018 Equity Incentive Plan, dated April 28, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 10.3 Employment Agreement, dated January 4, 2021, by and between the Company and B. Scott Swann (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 10.4† Contractor Agreement, dated July 20, 2023, by and between the Company and Customer A (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 10.5† Contractor Agreement, dated April 19, 2023, by and between the Company and Customer B (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 10.6 2026 Equity Incentive Plan, dated January 8, 2026 (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 14.1 Form of Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 19.1 Form of Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2026) 31.1* Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of our Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Form of Compensation Recovery Policy 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101. * Filed herewith. † Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. The registrant hereby agrees to furnish an unredacted copy of the exhibit to the SEC upon request. Item 16. Form 10-K Summary Not applicable. 74 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 thereunto duly authorized on the 31st day of March 2026. RANK ONE COMPUTING CORPORATION By: /s/ B. Scott Swann Name: B. Scott Swann Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Cody Barnes Name: Cody Barnes Title: Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ B. Scott Swann Chief Executive Officer and Director March 31, 2026 B. Scott Swann (Principal Executive Officer) /s/ Cody Barnes Chief Financial Officer March 31, 2026 Cody Barnes (Principal Financial and Accounting Officer) /s/ Brendan Klare President, Chief Scientist, and Board Chairman March 31, 2026 Brendan Klare /s/ Joshua Klontz Chief Technology Officer and Director March 31, 2026 Joshua Klontz /s/ Edward Davis Independent Director March 31, 2026 Edward Davis /s/ Brian Hibbeln Independent Director March 31, 2026 Brian Hibbeln /s/ Steven Martinez Independent Director March 31, 2026 Steven Martinez /s/ Dawn Meyerriecks Independent Director March 31, 2026 Dawn Meyerriecks 75 INDEX TO FINANCIAL STATEMENTS Page Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID: 0089 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Income for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 - F-23 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Rank One Computing Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rank One Computing Corporation (the Company) as of December 31, 2025, and 2024, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These accompanying consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Rosenberg Rich Baker Berman P.A . We have served as the Company’s auditor since 2025. Somerset, New Jersey March 31, 2026 F- 2 Financial Contents RANK ONE COMPUTING CORPORATION CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current Assets: Cash $ 270,560 $ 726,436 Accounts receivable net of allowance for credit losses of $ 161,723 and $ 60,040 , respectively 4,155,230 2,765,786 Prepaid expenses and other current assets 450,980 390,804 Total Current Assets 4,876,770 3,883,026 Property and Equipment, net 268,569 404,482 Intangible assets, net 5,519 7,039 Operating lease right-of use asset 1,088,181 1,363,956 Deferred Tax Asset, net - 787,017 Capitalized Software 726,582 - Total Other Assets 2,088,851 2,562,494 Total Assets $ 6,965,621 $ 6,445,520 LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT) Current Liabilities: Accounts payable and accrued expenses $ 2,802,961 $ 1,202,856 Deferred revenue 1,382,995 1,490,949 Line of credit 1,839,891 431,132 Operating lease liabilities short term 306,113 268,508 Total Current Liabilities 6,331,960 3,393,445 Operating lease liabilities 912,229 1,201,803 Deferred tax liability 13,703 - Total Long-Term Liabilities 925,932 1,201,803 Total Liabilities 7,257,892 4,595,248 Commitments and contingencies (Note 7) Stockholders’ Equity (Deficit): Common stock, par value $ 0.01 ; 100,000,000 shares authorized; 15,021,650 and 14,985,411 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 150,217 149,854 Additional paid-in capital 4,226,455 3,692,515 Accumulated Deficit ( 4,668,943 ) ( 1,992,097 ) Total Stockholders’ Equity (Deficit) ( 292,271 ) 1,850,272 Total Liabilities and Stockholders’ Equity (Deficit) $ 6,965,621 $ 6,445,520 The accompanying notes are an integral part of these Financial Statements. F- 3 RANK ONE COMPUTING CORPORATION CONSOLIDATED STATEMENTS OF INCOME For the Years Ended December 31, 2025 2024 Sales $ 16,979,679 $ 13,704,702 Cost of sales 3,868,297 1,747,038 Gross profit 13,111,382 11,957,664 Operating Expenses Selling, general and administrative 8,338,815 7,542,742 Research and development 6,771,614 5,683,836 Loss from Operations ( 1,999,047 ) ( 1,268,914 ) Other Income (Expense) Interest income 1 644 Interest expense ( 80,982 ) ( 1,594 ) Other expense ( 2,020 ) ( 43,134 ) Other income 20,281 14,843 Total Other Income (Expense) ( 62,720 ) ( 29,241 ) Loss before benefit from income taxes ( 2,061,767 ) ( 1,298,155 ) Provision (Benefit) from income taxes 615,079 ( 600,477 ) Net Loss $ ( 2,676,846 ) $ ( 697,678 ) Loss per Share – Basic $ ( 0.18 ) $ ( 0.05 ) Loss per Share – Diluted $ ( 0.18 ) $ ( 0.05 ) Weighted Average Number of Shares – Basic 15,007,089 14,985,411 Weighted Average Number of Shares – Diluted 15,007,089 14,985,411 The accompanying notes are an integral part of these Financial Statements. F- 4 RANK ONE COMPUTING CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 Common Stock Additional Paid-in Retained Earnings (Accumulated Total Stockholders’ Equity Shares Par Capital Deficit) (Deficit) Balance January 1, 2024 14,985,411 $ 149,854 $ 795,019 $ 2,436,007 $ 3,380,880 Stock-based compensation — — 461,489 — 461,489 Termination of S Corporation upon reorganization — — 2,436,007 ( 2,436,007 ) — Distributions — — — ( 1,294,419 ) ( 1,294,419 ) Net Loss — — — ( 697,678 ) ( 697,678 ) Balance, December 31, 2024 14,985,411 $ 149,854 $ 3,692,515 $ ( 1,992,097 ) $ 1,850,272 Stock-based compensation — — 526,197 — 526,197 Stock options exercised 36,239 363 7,743 — 8,106 Net Loss — — — ( 2,676,846 ) ( 2,676,846 ) Balance, December 31, 2025 15,021,650 $ 150,217 $ 4,226,455 $ ( 4,668,943 ) $ ( 292,271 ) The accompanying notes are an integral part of these Financial Statements. F- 5 RANK ONE COMPUTING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025 2024 Cash Flows from Operating Activities: Net Loss $ ( 2,676,846 ) $ ( 697,678 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 526,197 461,489 Depreciation 135,913 135,537 Amortization 1,520 1,520 Amortization of ROU assets 278,642 174,468 Non-cash line of credit fees 148,489 - Change in expected credit losses 101,683 39,256 Changes in Assets and Liabilities: Accounts receivable ( 1,491,127 ) 1,765,775 Prepaid expenses and other current assets ( 60,176 ) ( 159,024 ) Deferred taxes 800,720 ( 787,017 ) Accounts payable and accrued expenses 1,600,299 ( 996,331 ) Deferred revenue ( 107,954 ) 262,365 Lease liability ( 255,030 ) ( 178,932 ) Net Cash Provided by (Used In) Operating Activities ( 997,670 ) 21,428 Cash Flows from Investing Activities: Capitalized software ( 726,582 ) — Purchase of fixed assets — ( 46,825 ) Net Cash Used in Investing Activities ( 726,582 ) ( 46,825 ) Cash Flows from Financing Activities: Distributions — ( 1,294,419 ) Option exercises 8,106 — Repayments to the line of credit ( 13,847,730 ) ( 1,093,868 ) Proceeds from the line of credit 15,108,000 1,525,000 Net Cash Provided by (Used In) Financing Activities 1,268,376 ( 863,287 ) Net Decrease In Cash ( 455,876 ) ( 888,684 ) Cash, Beginning of Year 726,436 1,615,120 Cash, End of Year $ 270,560 $ 726,436 Supplemental Disclosures: Cash paid for interest $ 24,362 $ 1,594 Cash paid for income taxes $ — $ — Supplementary Disclosure of Non-cash Investing and Financing Activities: Recognition of ROU asset and corresponding operating lease liability $ - $ 689,681 The accompanying notes are an integral part of these Financial Statements. F- 6 RANK ONE COMPUTING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Note 1 – Organization and Nature of Business Rank One Computing Corporation (the “Company” or “ROC”) was incorporated in 2015 in the state of Virginia and subsequently converted to a corporation incorporated under the laws of the State of Colorado in 2018. Prior to January 1, 2024, the Company elected to be taxed as an S-Corporation under the Internal Revenue Code. Effective January 1, 2024, the Company revoked its S-Corporation status and converted to a C-Corporation. We are an independent American artificial intelligence company developing Vision AI in identity, security, and digital forensics. The Company’s Vision AI platform delivers real-time facial recognition, multimodal biometric verification, and AI-powered evidence analysis. Note 2 – Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, ROC Federal LLC. All intercompany transactions and balances have been eliminated on consolidation. ROC Federal LLC was organized in the state of West Virginia on April 25, 2025. The subsidiary was formed primarily to facilitate potential biometric software contract opportunities with U.S. government agencies and to manage related personnel security requirements. As of December 31, 2025, the subsidiary had no significant operations or assets. On January 8, 2026, the Company effected a stock split of the Company’s issued and outstanding Common Shares, by a ratio of 167-to-1 (the “Forward Stock Split”). Accordingly, all Common Shares, stock options, warrants, as well as per share information, for all periods presented in the consolidated financial statements and notes thereto have been adjusted retrospectively to reflect this Stock Split. Going Concern As previously disclosed in the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission, management had concluded as of September 30, 2025 that substantial doubt existed about the Company’s ability to continue as a going concern within one year after the date those interim financial statements were issued. The conditions underlying this conclusion included that the Company’s existing liquidity resources were expected to fund operations for only approximately four to six months. Management further estimated that an additional $ 10 million of funding would be required to support planned operations over the twelve-month look-forward period The Company completed its initial public offering in February 2026, raising net proceeds of approximately $ 21.5 million, after deducting underwriting discounts, commissions, and offering expenses. These proceeds, together with cash flows from the Company’s existing customer contracts and ongoing operations, are expected to be sufficient to fund the Company’s planned operations and meet its obligations for at least twelve months from the date these financial statements are issued. As a result of the successful completion of the initial public offering and the resulting improvement in the Company’s liquidity position, management has concluded that the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated, and substantial doubt no longer exists as of December 31, 2025. F- 7 Recently Issued and Newly Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disclosure of specific categories meeting a quantitative threshold within the income tax rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction. As an emerging growth company that has elected the extended transition period under the JOBS Act, the Company will adopt this standard for its annual period beginning January 1, 2026 (the effective date applicable to entities other than public business entities). The Company expects the adoption will result in expanded qualitative and quantitative disclosures, including additional rate reconciliation categories and disaggregated income tax payment information, but does not expect the standard to have a material impact on its consolidated financial position, results of operations, or cash flows. On November 2024, the FASB issued Accounting Standards Update (ASU) No. 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses , which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. The amendments in this pronouncement will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption on its financial statements and related disclosures. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Inventories Inventory, which consists of hardware for installation, and is stated at cost. Due to the nature of our deployments inventory turnover is quick, with most items moving from receipt to installation within a short period of time. As of December 31, 2025 and December 31, 2024, the Company has $ 26,563 and $ 38,241 of inventory respectively. These amounts are recorded in prepaid expenses and other current assets on the Balance Sheets. Estimated Fair Value of Financial Instruments The Company’s financial instruments include cash, accounts receivable, accounts payable, and lease commitments. Management believes the estimated fair value of these accounts on December 31, 2025, approximate their carrying value as reflected in the balance sheet due to their short-term nature. The carrying values of the Company’s Operating lease obligations approximate their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace. The fair value measurement disclosures are grouped into three levels based on valuation factors: ● Level 1 – quoted prices in active markets for identical investments ● Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) ● Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments) F- 8 The carrying amounts of cash, accounts receivable, accounts payable, and prepaid expenses approximate fair value due to their short-term nature and accordingly are not assigned to a hierarchy level. The Company’s Level 2 assets and liabilities include the Company’s operating lease assets and liabilities. The carrying amounts of these leases approximate their fair values, based on a comparison of the lease terms and the Company’s incremental borrowing rates with those of similar leases available in the market. The Company’s Level 3 assets and liabilities use inputs to determine the fair value that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The Company typically determines the fair value of these assets and liabilities using discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities. Concentration of Credit Risk and Other Risks and Uncertainties At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits. The Company has not previously experienced any losses related to these balances. The uninsured cash balance as of December 31, 2025, and December 31, 2024, was $ 0 and $ 0.5 million, respectively. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. The Company’s customers are primarily concentrated in the United States. The table below details (1) the percentage of overall Accounts Receivable for customers that represented 10% or more of the total as of the end of each period and (2) the percentage of overall Revenue for customers that represented 10% or more of the total during each period. % of Total Accounts Receivable % of Total Revenue As of Years ended 12/31/2025 12/31/2024 12/31/2025 12/31/2024 Customer A 16 % - 25 % - Customer B 15 % - 18 % 25 % Customer C 11 % - - - Customer D 10 % - - Customer E - 14 % - - Customer F - 12 % - - Customer G - 14 % - - Prior-year customer concentration information has been reclassified to include unbilled accounts receivable to conform to the current-year presentation. This reclassification had no impact on the Company’s consolidated balance sheets, statements of operations, or cash flows. Cash Cash includes cash-on-hand with financial institutions and is subject to an insignificant risk. See Concentration of Credit Risk and Other Risks and Uncertainties above. Accounts Receivable and Allowance for Credit Losses The Company sells its services to customers on an open credit basis. Accounts receivable are uncollateralized, non-interest-bearing customer obligations and are typically due within 30 days. ASC 326 requires the recognition of lifetime estimated credit losses expected to occur for trade accounts receivable. The guidance also requires the Company to pool assets with similar risk characteristics and consider current economic conditions when estimating losses. Allowance for credit losses is based on the Company’s best estimate of probable losses inherent in its accounts receivable portfolio and is determined based on expectations of the customer’s ability to pay by considering factors such as customer type (commercial or government), historical experience, financial position of the customer, age of the accounts receivable, current economic conditions, and reasonable and supportable forward-looking factors about its portfolio and future economic conditions. F- 9 Changes in the allowance for expected credit losses for trade accounts receivable are presented in the table below: December 31, 2025 December 31, 2024 Beginning balance $ 60,040 $ 20,784 Provision 101,683 39,256 Write-offs - - Ending Balance $ 161,723 $ 60,040 Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives or the term of the lease using the straight-line method for financial statement purposes. Estimated useful lives for property and equipment are five to seven years. Additions, betterments and replacements are capitalized, while expenditures for repairs and maintenance are charged to operations when incurred. As units of property are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in other income or expense in the consolidated statements of income. Revenue Recognition The Company generates revenue from the sale of access to its software platforms, maintenance services and, professional services. In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company applies the following five-step revenue recognition model in accounting for its revenue arrangements: ● Identification of the contract(s) with the customer, including whether collectability of the consideration is probable by considering the customers’ ability and intention to pay; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company generates revenue from several offerings. ROC SDK consists of software development kits that allow customers to integrate the Company’s biometric and recognition technology into their own applications. ROC Watch is a software platform that provides real-time monitoring and analytics for video and camera feeds. ROC ABIS is an automated biometric identification system designed for large-scale identity matching and verification. ROC Enroll is an enrollment application used to capture and manage biometric data for use with the Company’s platforms. In addition, the Company performs work under R&D contracts, primarily with U.S. government agencies, which may include software licenses and professional services. In the following tables, revenue is disaggregated by major product line, geographic area based on customer location, and the timing of revenue recognition for the years ended December 31, 2025, and 2024. F- 10 Years Ended December 31, 2025 2024 ROC SDK $ 5,781,624 $ 5,958,212 ROC Watch 5,800,915 1,326,607 ROC ABIS 343,608 352,692 ROC Enroll 174,391 40,200 R&D Contracts 4,879,141 6,026,991 Total Revenue $ 16,979,679 $ 13,704,702 United States Other Total Revenue for the year ended December 31, 2025 $ 15,184,204 $ 1,795,475 $ 16,979,679 Revenue for the year ended December 31, 2024 $ 12,378,797 $ 1,325,905 $ 13,704,702 2025 2024 Timing of revenue recognition Products transferred at a point in time $ 8,681,368 $ 5,634,194 Products and services transferred over time 8,298,311 8,070,508 Total Revenue $ 16,979,679 $ 13,704,702 Each of the Company’s significant performance obligations and the Company’s application of ASC 606 to its revenue arrangements is discussed in further detail below. Standalone Software License and Support: The Company sells software licenses that include post-contract support (“PCS”) to customers for its Vision AI products, including ROC SDK, ROC Watch, ROC ABIS, and ROC Enroll. The Company’s software license arrangements are sold as perpetual or time-based, and in both cases software license revenue is recognized at a point in time when the license key is provided to the end user. Perpetual software license sales include PCS for an initial 12-month period following license delivery, with customers able to renew PCS annually thereafter. Time-based licenses include PCS for the duration of the license term. PCS is recognized on a straight-line basis over the contract term, once the related Software license has been recognized. PCS is accounted for as a distinct performance obligation because it provides ongoing updates, maintenance, and technical support services that are separately identifiable from the functional intellectual property conveyed in the software licenses. Accordingly, the Company allocates the transaction price between the license and PCS based on their respective standalone selling prices. F- 11 Bundled Security Solutions: The Company sells bundled security solutions to customers that include the Software, hardware, and installation services and post-contract support (“PCS”) services. The end goal provides cameras, software, and devices installed at customer locations to monitor security and identify people and vehicles. Hardware and software licenses revenue is recognized at a point in time upon delivery to the customer site. Professional services and PCS revenue is recognized over the service period. US Government Contracts: The US Government contracts provide a license to use the Software as part of the stated project, with the Company providing additional professional services to run simulations or other applications of the Software. Most contracts are for a fixed fee, while some are billed on a usage or “time and materials” basis. Hardware and software licenses revenue is recognized at a point in time upon delivery to the customer site. Professional services revenue is recognized over the service period. Contract Receivables Contract receivables are recorded at the invoiced amount and are uncollateralized, non-interest-bearing client obligations. Provisions for estimated uncollectible accounts receivable are made for individual accounts based upon specific facts and circumstances including criteria such as their age, amount, and client standing. The Company records a contract asset when revenue recognized on a contract exceeds the billings. Contract assets were $ 1,216,073 as of December 31, 2025, as compared to $ 894,334 as of December 31, 2024, and are included in accounts receivable, net on the consolidated balance sheets. Costs to Obtain Contracts The company elected practical expedients under ASC 340 for incremental costs of obtaining contracts. For contracts with an expected amortization period of one year or less, such costs are expensed as incurred. For contracts with an expected amortization period greater than one year, the Company capitalizes eligible incremental costs of obtaining a contract if recovery is expected. Contract Liabilities Sales are generally recorded in the month the service is provided. For clients who are billed on an annual basis, deferred revenue is recorded and amortized over the life of the contract in accordance with the prescribed revenue recognition method. During the years ended December 31, 2025, and 2024, the Company recognized $ 1,210,573 and $ 1,115,624 in sales that was recorded as deferred revenue as of December 31, 2024 and 2023, respectively. Deferred revenue for customer contracts represents amounts collected from, or invoiced to, customers in advance of revenue recognition. The balance of Deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue. Significant changes in our Deferred Revenue liability balances during the years ended December 31, 2025 and 2024 were as follows: December 31, 2025 December 31, 2024 Beginning balance $ 1,490,949 $ 1,228,586 Revenue Recognized ( 1,210,573 ) ( 1,115,624 ) Amounts Collected or Invoiced 1,102,619 1,377,987 Ending Balance $ 1,382,995 $ 1,490,949 Determining the Standalone Selling Price (SSP) for Post Contract Support (PCS) Services: Contracts with customers often include multiple performance obligations that are distinct and accounted for separately. These typically include licensed software and post-contract support (“PCS”) services, such as maintenance, technical support, and software updates. The Company allocates the transaction price to each distinct performance obligation based on its relative standalone selling price. Standalone selling price is estimated at contract inception using all reasonably available information, including observable renewal rates, historical pricing relationships, market conditions, and industry data. Judgment is required when standalone selling price is not directly observable. F- 12 For time-based license contracts (up to one year), PCS services are bundled with the license and provided throughout the contract term. For perpetual license contracts, PCS services are included for the initial 12-month period following license delivery. Customers may subsequently purchase extended PCS services annually as outlined in the contracts, typically priced at 20 % of the original perpetual license fee. Based on the results of the Company’s standalone selling price analysis, a specific percentage of the transaction price is allocated to each performance obligation. For both time-based and perpetual license contracts, 20 % of the transaction price is allocated to PCS services, using the observable annual renewal rate as the basis for SSP. The remaining 80 % is allocated to the software license, reflecting the pricing relationship between the license and PCS and maximizing the use of observable inputs. Revenue is recognized in accordance with the timing of satisfaction of each performance obligation. For time-based license contracts, the portion allocated to the software license is recognized at the time of delivery, while the PCS portion is recognized ratably over the contract term. For perpetual license contracts, the software license portion is recognized upon delivery, and the PCS portion is recognized ratably over the initial 12-month coverage period. Revenue from extended PCS services is recognized ratably over the applicable renewal term, consistent with the period of service delivery. Determining the Standalone Selling Price (SSP) for Bundled Security Solutions and US Government Contracts: The Company’s contracts for bundled solutions and government contracts can contain multiple performance obligations, including a combination of software licenses and related PCS, hardware, installation services, and professional services. The Company determines the SSP for each performance obligation using observable inputs, as follows: - Hardware is generally purchased from third parties and resold to customers, with SSP established using a cost-plus-margin approach. - Installation and professional services are priced based on hourly rates that approximate market rates for similar services. Where the Company engages third parties to perform such tasks, SSP is approximated using cost-plus-margin. - Software licenses and related PCS are allocated consistent with the methodology described above, with 20 % of the transaction price assigned to annual PCS based on observable renewal pricing, and 80 % assigned to the software license. Contract and Payment Terms The typical terms of software license contracts range from 12 to 36 months, with auto-renew options extending the contract for an additional term. Payment amounts are generally due within 30 days of invoice, and can range from 30 to 90 day terms. Significant Judgement In instances where contracts include multiple performance obligations, the Company exercises judgment in determining the standalone selling price for each obligation. Standalone prices are established by evaluating market data for comparable services and considering the Company’s historical pricing practices. The aggregate standalone price of all performance obligations is calculated, and each individual obligation’s proportionate share of the total is determined. This ratio is then applied to the overall contract price to allocate the transaction price among the performance obligations accordingly. Significant Financing Component The Company has elected the practical expedient in ASC 606-10-32-18 and does not adjust the transaction price for the effects of a significant financing component if the period between transfer of goods or services and customer payment is one year or less. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. An impairment loss, measured as the amount by which the carrying value exceeds the fair value, is recognized if the carrying amount exceeds estimated un-discounted future cash flows. F- 13 Advertising Costs The Company expenses the costs associated with advertising as they are incurred. The Company incurred $ 546,668 and $ 371,531 for advertising costs for the years ended December 31, 2025, and 2024, respectively. Advertising costs are included within selling, general and administrative expenses in the consolidated statements of income. Research and Development Costs Research and development costs primarily include salaries, stock-based compensation expense, and benefits for personnel involved in performing the activities to develop and refine the Company’s platforms and products services and other IT-related costs, travel costs, and allocated overhead. Research and development costs are expensed as incurred. During the years ended December 31, 2025 and 2024, the Company recorded $ 6.8 million and $ 5.7 million to Research and Development expense, respectively, on the consolidated statements of income. Software Development Costs The Company evaluates the capitalization of software development costs incurred after the establishment of technological feasibility. Through December 31, 2024, based on the Company’s development process and the level of development risk, technological feasibility for its products was generally not established until the products were available for general release. Accordingly, all software development costs incurred during those periods were expensed as research and development. Beginning in 2025, the Company commenced development of a new software project for which technological feasibility was established prior to general release. For this project, eligible development costs incurred subsequent to the establishment of technological feasibility are being capitalized in accordance with ASC 985-20. Capitalized amounts are presented as Capitalized software within the consolidated balance sheets and will be amortized to cost of sales over the estimated economic life of the related product once available for general release. As of December 31, 2025 and December 31, 2024, the Company had $ 0.7 million and $0 , respectively relating to capitalized software development costs. The assets from the project are not yet being amortized because the product has not reached general release as of December 31, 2025. Stock-Based Compensation The Company follows the requirements of FASB ASC 718-10-10, Share-Based Payments with regards to stock-based compensation issued to employees and non-employees. The Company has agreements and arrangements that call for stock to be awarded to employees and consultants at various times as compensation and periodic bonuses. The expense for this stock-based compensation is equal to the fair value of the stock price on the day the stock was awarded multiplied by the number of shares awarded. The Company utilized a 409A valuation to determine the value of the Company’s common stock on the date of issuance. The Company has a relatively low forfeiture rate of stock-based compensation, and forfeitures are recognized as they occur. The valuation methodology used to determine the fair value of options issued during the period is the Black-Scholes option-pricing model. The Black-Scholes model requires the use of a number of assumptions including the volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the options. Due to the Company’s limited historical data related to employee share option exercise behavior, the Company has elected to use the “simplified” method as permitted by Staff Accounting Bulletin No. 110 for its “plain vanilla” stock option grants. Risk-free interest rates are calculated based on continuously compounded risk-free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common Stock. The expected forfeiture rate is estimated based on management’s best assessment. Estimated volatility is a measure of the amount by which the Company’s asset price is expected to fluctuate each year during the expected life of the award. ROC did not have sufficient history as it was a private company and therefore utilized the volatility of peer companies. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating segment. F- 14 Benefit Plans We sponsor a defined contribution retirement savings plan for employees who meet certain eligibility requirements. Under the plan, the Company makes a non-elective contribution equal to 3 % of each eligible employee’s compensation, regardless of whether the employee elects to contribute. There is no matching component. Employer contributions vest immediately. Total employer contributions were $ 341,774 for the year ended December 31, 2025, and $ 253,963 for the year ended December 31, 2024. Net Income Per Common Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share (“Diluted EPS”) reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Diluted EPS includes the effect of stock options and warrants using the treasury stock method, and convertible instruments using the if converted method, when dilutive. Potential common shares are excluded from the calculation if their effect would be antidilutive. The following table sets forth the number of potential shares of common stock that have been excluded from diluted net income per share because their effect was anti-dilutive: Years Ended December 31, 2025 2024 Options 9,376,716 8,844,487 Total 9,376,716 8,844,487 Income Taxes The Company was incorporated in 2015 as a Subchapter S Corporation and its earnings and losses were included in the personal tax returns of the stockholders therefore, the Company did not record any income tax provision. Effective January 1, 2024, the Company became a C-Corporation and effective with the change, income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of accruals to cash, Section 174 expense, right-of-use asset, right-of-use liability, Section 481(a) adjustment, and deferred revenue for financial and income tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is established when it is more likely than not, based on available positive and negative evidence, that some or all of the Company’s deferred tax assets will not be realized (See Note 9 - Income Taxes below). The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. As of December 31, 2025, and 2024, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company’s 2025, 2024, 2023, and 2022 Federal and State tax returns remain subject to examination by their respective taxing authorities. None of the Company’s Federal or State tax returns are currently under examination. Note 3 – Prepaids and other current assets Prepaids and other current assets consist of the following: December 31, December 31, 2025 2024 Prepaid Expenses $ 105,394 $ 320,871 Prepaid Insurance 33,941 8,538 Inventory 26,563 38,241 Deposits 25,344 23,154 Deferred Offering Costs 226,798 - Deferred Commission Expense 32,940 - Total prepaids and other current assets $ 450,980 $ 390,804 Offering costs related to the initial public offering completed in February 2026 were deferred and, at closing, offset against gross proceeds and recorded as a reduction of additional paid-in capital (See Note 12 – Subsequent Events). F- 15 Note 4 – Property and Equipment Property and equipment, at cost, consist of the following: December 31, December 31, 2025 2024 Computers $ 693,750 $ 693,750 Furniture and fixtures 92,269 92,269 Gross Property and equipment 786,019 786,019 Less: Accumulated depreciation ( 517,450 ) ( 381,537 ) Net property and equipment $ 268,569 $ 404,482 Depreciation expense for the years ended December 31, 2025, and 2024 was $ 135,913 and $ 135,537 . Note 5 – Intangible Assets Intangible assets consisted of the following: December 31, December 31, 2025 2024 Software $ 10,966 $ 10,966 Less: Accumulated amortization ( 5,447 ) ( 3,927 ) Net intangible assets $ 5,519 $ 7,039 Amortization expense for the years ended December 31, 2025, and 2024 was $ 1,520 and $ 1,520 , respectively. Note 6 – Leases Operating Leases The Company’s significant operating leases include the following at December 31, 2025: The Company leases approximately 6,600 square feet of office space in Morgantown, West Virginia. The lease requires payments of $ 799,956 over the five-year term. The lease expires in November 2029, subject to extension. The Company leases approximately 5,892 square feet of office space in Denver, Colorado. The lease requires payments of $ 1,221,363 over the eight-year term. The lease expires in June 2029, subject to extension. The Company leases approximately 1,546 square feet of office space in Grand Rapids, Michigan. The lease requires payments of $ 98,558 over the three year term. The lease expires in February 2027, subject to extension. The Company’s lease agreements do not contain material variable lease payments, residual value guarantees, or restrictive covenants. Renewal and termination options are not included in the lease term unless the Company is reasonably certain to exercise such options. As of December 31, 2025, the Company had no renewal or termination options that were reasonably certain to be exercised, and therefore none are reflected in the lease term or related lease liabilities. The Company determines if an arrangement is a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Renewals or early terminations are not accounted for unless the Company is reasonably certain to exercise these options. Operating lease expense is recognized, and the ROU asset is amortized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. For short-term leases, defined as leases with a term of twelve months or less, the Company elected the practical expedient to not recognize an associated lease liability and ROU asset. Lease payments for short-term leases are expensed on a straight-line basis over the lease term. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, non-current on the Company’s consolidated balance sheets. The Company has not entered into any Finance leases. F- 16 Operating lease expense, including short term leases, is included within selling, general and administrative expense in the consolidated statements of income. The components of lease expense for the years ended December 31, 2025 and 2024 were as follows: Year Ended December 31, 2025 Year Ended December 31, 2024 Operating lease: Fixed lease cost $ 350,850 $ 231,277 Short-term lease cost 57,192 26,934 Total operating lease cost $ 408,042 $ 258,211 Supplemental balance sheet information related to leases was as follows: Operating Leases: Operating lease right-of-use asset $ 1,088,181 $ 1,363,956 Current operating lease liabilities $ 306,113 $ 268,508 Noncurrent operating lease liabilities 912,229 1,201,803 Total operating lease liabilities $ 1,218,342 $ 1,470,311 Supplemental cash flow and other information related to leases were as follows: Year Ended December 31, 2025 Year Ended December 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 255,030 $ 178,932 Weighted average remaining lease term (in years): Operating leases 3.63 4.34 Weighted average discount rate: Operating leases 5.94 % 6.99 % Long-term obligations under the operating leases at December 31, 2025, mature as follows: Future Minimum Lease Payments December 31, 2025 2026 $ 367,849 2027 354,991 2028 363,640 2029 267,346 2030 - Total lease payments 1,353,826 Less: Amounts representing interest ( 135,484 ) Total lease obligations 1,218,342 Less: short-term obligations ( 306,113 ) Total long-term $ 912,229 As of December 31, 2025, the Company had no additional significant operating or finance leases that had not yet commenced. Rent expense under all operating leases for the years ended December 31, 2025, and 2024 was $ 408,003 and $ 258,211 , respectively. F- 17 Note 7 – Commitments and Contingencies Line of Credit On March 15, 2023, the Company entered into a revolving demand note with a bank that provides for short-term borrowings as needed, subject to the bank’s discretion. The line of credit may be cancelled by either party at any time for any reason by written notice to the other, and is collateralized by the Company’s assets. On December 31, 2025, the agreement was amended to establish a maximum advance of $ 2,500,000 . The amendment also introduced a 0.90 % administration fee and a $ 20,000 closing fee related to the increased limit. The stated interest rate is adjustable, with interest equal to the Prime Rate plus two percent per annum. At December 31, 2025, the total interest rate was at 9.0 %. The line of credit balance outstanding as of December 31, 2025, and December 31, 2024, was $ 1,839,891 and $ 431,132 , respectively. Litigation In March, 2026, Eye Corp IT Solutions LLC filed a claim in the High Court of England and Wales (Case No. CL-2026-000062) that named Rank One Computing Corporation and certain other defendants; the Company does not believe it will result in a material adverse effect on its financial condition or results of operations. The Company is currently not involved in any other litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the company, its common stock, any of the Company’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. From time to time, we may become involved in legal proceedings and claims that arise in the ordinary course of business. The outcome of litigation is inherently uncertain. An unfavorable resolution of one or more proceedings could materially impact our future business, operating results, or financial condition. In addition, regardless of the outcome, litigation may result in significant costs, diversion of management attention, and other adverse effects. Note 8 – Stockholders’ Equity Capital Stock The Company has 100,000,000 authorized shares of Common Stock, par value $ 0.01 . During the year ended December 31, 2024, the Company made distributions to its shareholders of $ 1,294,419 , respectively. Distributions were made to fund shareholder income tax liabilities resulting from the Company’s pass-through income for the tax year 2023 (funded in 2024), consistent with its status as an S corporation through December 31, 2023. Option Plan Details On September 18, 2018, and as amended on April 28, 2023, the Company’s shareholders approved: (i) the adoption of a new stock option plan (the “Plan”) pursuant to which the Company’s Board of Directors may, from time to time, in its discretion and in accordance with applicable regulatory requirements, grant to directors, officers, employees and consultants of the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 11,690,000 common shares at the date the options are granted. On January 8, 2026, our Board adopted and our shareholders approved the 2026 Equity Incentive, which will terminate automatically on January 7, 2036, unless terminated earlier by the Company, and no grants may be granted under the 2026 Plan following such termination. The 2026 Plan provides for (a) the grant of incentive stock options, (b) nonstatutory stock options, (c) stock appreciation rights, (d) restricted stock awards, (e) restricted stock unit awards, (f) performance awards and (g) other stock awards. The total number of shares of common stock reserved and available for issuance pursuant to the 2026 Plan will not exceed the initial share reserve of 1,000,000 shares plus an annual automatic increase on January 1, 2027 and each year thereafter equal to the lesser of (i) 3 % of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares of common stock as may be determined by the Board. If any equity incentive under the 2026 Plan (i) expires or otherwise terminates without all of the shares of common stock having been issued or (ii) is settled in cash, such expiration, termination or settlement will not reduce the number of shares available for issuance under the 2026 Plan. If any shares of common stock issued pursuant to any form of stock award under the 2026 Plan are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the 2026 Plan. Any shares reacquired by or withheld by the Company in satisfaction of tax withholding obligations on any form of stock award or as consideration for the exercise or purchase price of any form of stock award will again become available for issuance under the 2026 Plan (See Note 12 – Subsequent Events). F- 18 During the year ended December 31, 2025, employees exercised 36,239 stock options into shares of Common Stock. The Company received $ 8,106 for these options. Common Stock Options Options granted under the Plan vest over three or five years , with 33 % or 20 % vesting on the first anniversary of the grant date, respectively, and the remainder vesting in equal monthly installments thereafter, subject to the recipient’s continued service. Options have a maximum term of 10 years and become exercisable as they vest. The exercise price equals the grant-date fair value of the Company’s common stock, which was based on an independent Section 409A valuation before the initial public offering and the quoted market price on the grant date after the initial public offering. A summary of the Company’s stock option activity and related information follows: Number of Weighted Weighted Shares Average Average Under Exercise Contractual Options Price Life Options Outstanding at January 1, 2024 8,222,746 $ 2.16 8.4 Options Granted 966,930 2.33 10 Exercised — — — Expired/Cancelled ( 345,189 ) 2.40 — Options Outstanding at December 31, 2024 8,844,487 $ 2.12 7.59 Options Granted 722,275 2.57 10 Exercised ( 36,239 ) 0.22 — Expired/Cancelled ( 153,807 ) 2.40 — Options Outstanding at December 31, 2025 9,376,716 $ 2.16 6.81 Options Exercisable at December 31, 2025 5,268,792 $ 1.99 6.39 Share-based compensation expense recognized for stock options granted totaled $ 526,197 and $ 461,489 for the years ended December 31, 2025, and 2024, respectively. The intrinsic value of outstanding stock options as of December 31, 2025, and 2024 was $ 4,801,673 and $ 1,424,470 , respectively. F- 19 As of December 31, 2025, there was $ 1,199,553 of total unrecognized compensation expense related to unvested employee stock options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.62 years. The weighted average fair value of options granted, and the assumptions used in the Black-Scholes model during the years ended December 31, 2025, and 2024, are set forth in the table below. 2025 2024 Weighted average fair value of stock options granted $ 1.35 $ 0.56 Risk-free interest rate 3.85 % - 4.16 % 3.84 % - 4.52 % Volatility 65 % - 66 % 66 % Expected life (years) 6.00 - 6.02 5.13 - 6.02 Dividend yield — % — % Note 9 – Income Taxes The components of income tax expense for the year ended December 31, 2025 and 2024 are as follows: 2025 2024 Current Income Tax expense: Federal $ ( 131,076 ) $ 131,076 State ( 54,564 ) 55,464 Total current income tax expense/(benefit) ( 185,640 ) 186,540 Deferred Income Tax expense (benefit): Federal 636,831 ( 625,427 ) State 163,888 ( 161,590 ) Total deferred income tax expense/(benefit) 800,719 ( 787,017 ) Total income tax expense/(benefit) $ 615,079 $ ( 600,477 ) Although the Company generates a portion of its revenue from international customers, all operations are conducted in the United States, and accordingly all pre-tax income (loss) is domestic, with no foreign pre-tax income (loss) for the periods presented. As discussed in Note 2, the Company changed its tax status from S-Corporation to C-Corporation effective for 2024. Accordingly, the net deferred tax asset at the date that the termination election was filed of approximately $ 500,219 has been recorded through a credit to the deferred tax provision. Interest and penalties related to income tax liabilities are included in ‘Income tax expense (benefit)’ in the statements of income. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before the provision for income taxes. The sources and effects of the differences for the years ended December 31, 2025 and 2024 are as follows: 2025 2024 Pre-Tax Income (Loss) $ ( 2,061,767 ) ( 1,298,155 ) U.S. Federal Statutory Tax Rate ( 432,866 ) ( 272,613 ) State and Local Income Taxes, Net of Federal Income Tax Effect ( 42,344 ) ( 13,185 ) Effect of Changes in Tax Status 214,377 ( 489,795 ) Tax Credits ( 88,079 ) ( 88,619 ) Nontaxable or Nondeductible Items - 209,529 Valuation Allowance 958,342 - Rate Changes ( 2,279 ) ( 9,976 ) Other Adjustments 7,928 64,182 Total Tax $ 615,079 $ ( 600,477 ) F- 20 2025 2024 U.S. Federal Statutory Tax Rate 21.00 % 21.00 % State and Local Income Taxes, Net of Federal Income Tax Effect 2.05 % 1.02 % Effect of Changes in Tax Status ( 10.40 )% 37.73 % Tax Credits 4.27 % 6.83 % Nontaxable or Nondeductible Items - % ( 16.14 )% Valuation Allowance ( 46.49 )% -% Rate Changes 0.11 % 0.77 % Other Adjustments ( 0.38 )% ( 4.95 )% Total Tax ( 29.84 )% 46.26 % Significant components of the Company’s net non-current deferred tax assets and liabilities are as follows: 2025 2024 Deferred Tax Assets Bad Debts $ 40,654 $ 15,049 Non Qualified Stock Options 26,534 25,988 ROU Liability 306,270 368,543 Impact of Section 174 research & experimental expenditures - 994,473 Research & Development Credit 176,158 - Deferred Revenue 347,661 - Charitable Contributions 346 - Net Operating Loss 857,779 - Deferred Tax assets 1,755,402 1,404,053 Less: Valuation Allowance ( 958,342 ) - Deferred tax assets $ 797,060 $ 1,404,053 Deferred tax liabilities Section 481(a) method-change adjustment $ ( 470,997 ) $ - Accrual to Cash Adjustment - ( 172,003 ) Depreciation ( 66,216 ) ( 103,151 ) ROU Asset ( 273,550 ) ( 341,882 ) Deferred tax liabilities ( 810,763 ) ( 617,036 ) Net deferred tax asset (liability) $ ( 13,703 ) $ 787,017 In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which those temporary differences become deductible. Based on historic, current, and forecasted results, management believes it is not more likely than not that the Company will realize the benefits of all of its deferred tax assets. The increase in the valuation allowance during the year is $ 958,342 . As of December 31, 2025, the Company has U.S. federal net operating loss carryforwards of $ 3,418,359 all of which can be carried forward indefinitely. The Company has various state net operating loss carryforwards. The determination of the state net operating loss carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and impact the amount of such carryforwards. The carryforward period of these losses varies by state. Management does not believe that there are significant uncertain tax positions in 2025 or 2024, and no interest or penalties related to uncertain tax positions have been recognized in 2025. As of December 31, 2025, the Company has U.S. federal research and developmental credits carryforwards of $ 176,158 . These credits will start to expire from 2044 . F- 21 On July 4, 2025, President Trump signed the One Big Beautiful Bill Act into law, which permanently restores immediate expensing for domestic research and experimentation costs, along with 100 % bonus depreciation and the business interest expense limitation. Because the Company had already deducted all previously capitalized Section 174 costs under the transition rules available for the 2024 tax year, no deferred tax assets related to those cumulative capitalized costs remain as of the enactment date. Under ASC 740, the effects of enacted tax law changes on deferred tax balances must be recognized in the period of enactment; however, because the Company has no remaining Section 174-related deferred tax balances, the impact of this legislation is limited to prospective application for new R&D expenditures incurred after 2025. The Company is evaluating any remaining implications of the new law on its future tax position and disclosures. The net operating loss (“NOL”) and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50 %, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The annual limitation amount is determined based on the Company’s value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. Note 10 – Related Party Transactions The Company has evaluated its relationships and transactions in accordance with ASC 850, Related Party Disclosures, and has determined that there were no material related party transactions or balances requiring disclosure in the accompanying financial statements. Note 11 – Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the Chief Operating Decision Maker (the “CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer (CEO). While the Company generates revenue in multiple ways (sale of access to its software platforms, maintenance services, and professional services), these services are often bundled and difficult to assess individually. The CODM manages the business activities and receives financial reporting information on a consolidated basis as a single operating segment. While the CODM reviews sales by product offering, no profit measures are provided at that level. Accordingly, the Company has determined it has one operating segment, which is its only reportable segment. Resource allocation and performance evaluation are based on consolidated net income as reported in the consolidated statements of income, with supplemental consideration of sales by product offering, as well as consolidated gross profit and operating income or loss. Sales are monitored at the individual product offering level to gauge growth and market penetration, and to ensure timely execution of the Company’s sales contracts, but profit measures are not available at the product level. The Company does not have any intercompany sales or transfers. The CODM reviews only the expense captions presented in the consolidated statements of income (cost of sales; selling, general and administrative; research and development; and interest and other expense) and receives no further disaggregated expense information. The CODM does not review segment asset information in assessing performance or allocating resources. Accordingly, the Company does not present segment asset disclosures below the consolidated balance sheet level. All assets considered by the CODM in assessing the single reportable segment performance and allocating resources are included in the consolidated balance sheet and are located in the United States. The Company’s total revenue for the single reportable segment is presented at Note 2, which includes a disaggregation of revenue by product, revenue by geographic location, and significant revenue concentrations for the years ended December 31, 2025 and 2024, respectively.: December 31, December 31, 2025 2024 Total Revenue $ 16,979,679 $ 13,704,702 F- 22 Products and services The Company generates revenue from the following major product and service categories Years Ended December 31, 2025 2024 ROC SDK $ 5,781,624 $ 5,958,212 ROC Watch 5,800,915 1,326,607 ROC ABIS 343,608 352,692 ROC Enroll 174,391 40,200 R&D Contracts 4,879,141 6,026,991 Total Revenue $ 16,979,679 $ 13,704,702 Note 12 – Subsequent Events Forward Stock Split On January 8, 2026, the Company effected a 167-to-1 forward stock split of its issued and outstanding common stock. All share and per share data in these financial statements have been retroactively adjusted. (See Note 2 for additional information). 2026 Equity Incentive Plan On January 8, 2026, the Company’s Board of Directors adopted, and the stockholders approved, the 2026 Equity Incentive Plan, which initially reserves 1,000,000 shares for issuance. (See Note 8 for additional information). Initial Public Offering As discussed in Note 2, on February 19, 2026, 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”). On February 23, 2026, the Company consummated the closing of the Offering, consisting of 4,000,000 shares of common stock at a public offering price of $ 6.00 per share. The Company received gross proceeds of approximately $ 24.0 million, before deducting underwriting discounts, commissions, and estimated offering expenses. Net proceeds to the Company were approximately $ 21.93 million after deducting such costs. The Company’s common stock began trading on the Nasdaq Capital Market on February 20, 2026 under the ticker symbol “ROC”. Pursuant to the Underwriting Agreement, the Company granted the Representative a 30-day option (the “Over-Allotment Option”) to purchase up to an additional 600,000 shares of common stock at the offering price, less the underwriting discount, to cover over-allotments. On March 26, 2026, the Representative exercised a partial overallotment option, resulting in the issuance of an additional 58,477 shares and additional gross proceeds of approximately $ 0.4 million.. In addition, as partial compensation for services rendered in connection with the Offering, the Company issued to the Representative warrants (the “Representative Warrants”) to purchase an aggregate of 280,000 shares of common stock at an exercise price of $ 7.50 per share, representing 125 % of the public offering price. The Representative Warrants are exercisable beginning August 24, 2026 and expire on February 19, 2031. Legal Proceedings In March 2026, Eye Corp IT Solutions LLC filed a claim in the High Court of England and Wales (Case No. CL-2026-000062) that named Rank One Computing Corporation and certain other defendants; the Company does not believe it will result in a material adverse effect on its financial condition or results of operations. The Company is currently not involved in any other litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the company, its common stock, any of the Company’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. From time to time, we may become involved in legal proceedings and claims that arise in the ordinary course of business. The outcome of litigation is inherently uncertain. An unfavorable resolution of one or more proceedings could materially impact our future business, operating results, or financial condition. In addition, regardless of the outcome, litigation may result in significant costs, diversion of management attention, and other adverse effects. F- 23