Item 1. Financial Statements
Item 1. Financial Statements
Rank One Computing Corporation
Page
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025
F-2
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2026 and 2025
F-3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025
F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
F-5
Notes to Condensed Consolidated Financial Statements
F-6
F- 1
RANK ONE
COMPUTING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 31,
2026
December 31,
2025
ASSETS
Current Assets:
Cash
$ 16,616,852
$ 270,560
Accounts receivable net of allowance for credit losses of $ 60,380 and $ 161,723 , respectively
2,939,289
4,155,230
Prepaid expenses and other current assets
472,765
420,785
Total Current Assets
20,028,906
4,846,575
Property and equipment, net
444,970
268,569
Intangible assets, net
5,139
5,519
Operating lease right-of-use asset
1,017,640
1,088,181
Capitalized software
1,133,413
726,582
Other Assets
38,347
30,195
Total Non-Current Assets
2,639,509
2,119,046
Total Assets
$ 22,668,415
$ 6,965,621
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses
$ 1,685,951
$ 2,802,961
Deferred revenue
1,292,782
1,382,995
Line of credit
237,812
1,839,891
Operating lease liabilities short-term
312,403
306,113
Total Current Liabilities
3,528,948
6,331,960
Operating lease liabilities
831,488
912,229
Deferred tax liability
13,703
13,703
Total Long-Term Liabilities
845,191
925,932
Total Liabilities
4,374,139
7,257,892
Commitments and contingencies (Note 7)
Stockholders’ Equity (Deficit):
Common stock, par value $ 0.01 ; 100,000,000 shares authorized; 19,080,127 and 15,021,650 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
190,801
150,217
Additional paid-in capital
25,810,612
4,226,455
Accumulated Deficit
( 7,707,137 )
( 4,668,943 )
Total Stockholders’ Equity (Deficit)
18,294,276
( 292,271 )
Total Liabilities and Stockholders’ Equity (Deficit)
$ 22,668,415
$ 6,965,621
The accompanying notes are an integral part of
these Condensed Consolidated Financial Statements.
F- 2
RANK ONE COMPUTING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
For the Three Months Ended
March 31,
2026
2025
Sales
$ 2,548,642
$ 3,173,522
Cost of sales
542,994
659,738
Gross profit
2,005,648
2,513,784
Operating Expenses
Selling, general and administrative
2,933,221
1,976,717
Research and development
2,087,767
1,554,246
Loss from Operations
( 3,015,340 )
( 1,017,179 )
Other Income (Expense)
Interest expense
( 19,418 )
( 10,200 )
Other expense
( 3,436 )
-
Total Other Income (Expense)
( 22,854 )
( 10,200 )
Loss before benefit from income taxes
( 3,038,194 )
( 1,027,379 )
Provision (Benefit) from income taxes
-
( 290,813 )
Net Loss
$ ( 3,038,194 )
$ ( 736,566 )
Loss per Share – Basic
$ ( 0.18 )
$ ( 0.05 )
Loss per Share – Diluted
$ ( 0.18 )
$ ( 0.05 )
Weighted Average Number of Shares – Basic
16,624,897
14,985,411
Weighted Average Number of Shares – Diluted
16,624,897
14,985,411
The accompanying notes are an integral part of
these Condensed Consolidated Financial Statements.
F- 3
RANK ONE COMPUTING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2026,
AND 2025
(UNAUDITED)
Common Stock
Additional
Paid-in
Retained
Earnings
(Accumulated
Total
Stockholders’
Equity
Shares
Par
Capital
Deficit)
(Deficit)
Balance January 1, 2026
15,021,650
$ 150,217
$ 4,226,455
$ ( 4,668,943 )
$ ( 292,271 )
Stock-based compensation
—
—
142,470
—
142,470
Issuance of common stock from initial public offering, net of issuance costs
4,058,477
40,584
21,441,687
—
21,482,271
Net Loss
—
—
—
( 3,038,194 )
( 3,038,194 )
Balance, March 31, 2026
19,080,127
$ 190,801
$ 25,810,612
$ ( 7,707,137 )
$ 18,294,276
Common Stock
Additional
Paid-in
Retained
Earnings
(Accumulated
Total
Stockholders’
Equity
Shares
Par
Capital
Deficit)
(Deficit)
Balance January 1, 2025
14,985,411
$ 149,854
$ 3,692,515
$ ( 1,992,097 )
$ 1,850,272
Stock-based compensation
—
—
89,819
—
89,819
Net Loss
—
—
—
( 736,566 )
( 736,566 )
Balance, March 31, 2025
14,985,411
$ 149,854
$ 3,782,334
$ ( 2,728,663 )
$ 1,203,525
The accompanying notes are an integral part of
these Condensed Consolidated Financial Statements.
F- 4
RANK ONE COMPUTING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
2026
2025
Cash Flows from Operating Activities:
Net Loss
$ ( 3,038,194 )
$ ( 736,566 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation
142,470
89,819
Depreciation and amortization
39,347
34,649
Non-cash lease expense
87,711
88,084
Non-cash line of credit fees
32,830
—
Change in expected credit losses
( 36,343 )
—
Changes in Assets and Liabilities:
Accounts receivable, net
1,252,284
362,778
Prepaid expenses and other current assets
( 51,980 )
180,684
Other assets
( 8,152 )
—
Deferred taxes
—
( 290,813 )
Accounts payable and accrued expenses
( 1,117,010 )
430,895
Deferred revenue
( 90,213 )
( 496,639 )
Lease liability
( 91,622 )
( 86,646 )
Net Cash Used In Operating Activities
( 2,878,872 )
( 423,755 )
Cash Flows from Investing Activities:
Capitalized software
( 406,831 )
( 206,250 )
Purchase of fixed assets
( 215,368 )
—
Net Cash Used in Investing Activities
( 622,199 )
( 206,250 )
Cash Flows from Financing Activities:
Net proceeds from issuance of common stock
21,482,271
—
(Repayments to) proceeds from the line of credit, net
( 1,634,908 )
108,481
Net Cash Provided by Financing Activities
19,847,363
108,481
Net Increase (Decrease) In Cash
16,346,292
( 521,524 )
Cash, Beginning of Year
270,560
726,436
Cash, End of Period
$ 16,616,852
$ 204,912
Supplemental Disclosures:
Cash paid for interest
$ 5,712
$ 1,302
NONCASH INVESTING AND FINANCING ACTIVITIES:
Fair value of warrants issued with initial public offering
$ 936,042
$ -
The accompanying notes are an integral part of
these Condensed Consolidated Financial Statements.
F- 5
RANK ONE COMPUTING CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND
2025
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.
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.
Initial Public Offering
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 “IPO”).
Pursuant to the Underwriting Agreement, the Company agreed to sell to the Representative an aggregate of 4,000,000 shares of the Company’s
common stock at an offering price of $ 6.00 per share.
On February 23, 2026, the Company consummated
the closing of our IPO, generating gross proceeds of approximately $ 24,000,000 , before deducting underwriting discounts and offering expenses.
On March 26, 2026, the Representative partially
exercised the over-allotment option pursuant to the Underwriting Agreement. As a result of the partial exercise of the over-allotment
option, the Company received additional gross proceeds of $ 350,862 for the offer and sale of 58,477 shares of common stock, before underwriting
discounts, commissions, and offering expenses.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial
statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. In the opinion
of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation
of the Company’s condensed consolidated financial position and results of operations for the interim periods presented. Certain
information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have
been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated
financial statements and accompanying notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 31, 2026.
The condensed consolidated balance sheet as of
December 31, 2025 included herein was derived from the audited consolidated financial statements as of that date, but does not include
all disclosures, including certain notes required by GAAP on an annual reporting basis. The results for the three months ended March 31,
2026, are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period.
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.
F- 6
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.
In 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,
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 March 31, 2026 and December 31, 2025, the Company has $ 34,470 and $ 26,563 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
March 31, 2026, 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 equity instruments)
F- 7
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 March 31, 2026, and December 31, 2025, was $ 16.1 and $ 0.0 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
Three months ended March 31,
March 31,
2026
December 31, 2025
2026
2025
Customer A
22 %
-
26 %
-
Customer B
22 %
-
22 %
-
Customer C
14 %
11 %
-
-
Customer D
-
16 %
-
-
Customer E
-
15 %
-
14 %
Customer F
-
-
-
10 %
Customer G
-
-
-
18 %
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.
Reclassifications
Certain amounts in the prior year’s condensed consolidated financial
statements have been reclassified to conform to the current year’s presentation. These reclassifications were immaterial to the
financial statements and had no impact on previously reported net loss, total assets, total liabilities, stockholders’ equity, or
the previously reported net decrease in cash and cash equivalents.
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- 8
Changes in the allowance for expected credit losses
for trade accounts receivable are presented in the table below:
Three months ended
March 31,
2026
Year ended December 31,
2025
Beginning balance
$ 161,723
$ 60,040
Provision
( 36,343 )
101,683
Write-offs (1)
( 65,000 )
-
Ending Balance
$ 60,380
$ 161,723
(1) Amounts written off as of March 31, 2026 were fully reserved as of December 31, 2025.
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.
Loss Contingencies
The Company accrues for loss contingencies when
it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When the reasonably possible
loss or range of loss can be estimated, the Company discloses the estimate; otherwise, the Company discloses that an estimate cannot be
made. Legal costs incurred in connection with loss contingencies are expensed as incurred.
Revenue Recognition
The Company’s revenue primarily consists
of sales of software licenses for our products (ROC SDK, ROC Watch, ROC ABIS, and ROC Enroll), which generally include post-contract customer
support, sales of bundled security solutions that combine our software with cameras, hardware devices, and installation services, and
research and development services performed under U.S. government and commercial contracts.
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.
F- 9
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 three months ended March
31, 2026, and 2025.
Three Months Ended
March 31,
2026
2025
ROC SDK
$ 1,322,301
$ 1,677,506
ROC Watch
889,480
502,648
ROC ABIS
69,821
19,667
ROC Enroll
41,896
237,645
Total Product Revenue
2,323,498
2,437,466
R&D Contracts
225,144
736,056
Total Revenue
$ 2,548,642
$ 3,173,522
United States
Other
Total
Revenue for the three months ended March 31, 2026
$ 2,274,762
$ 273,880
$ 2,548,642
Revenue for the three months ended March 31, 2025
$ 2,695,723
$ 477,799
$ 3,173,522
2026
2025
Timing of revenue recognition
Products transferred at a point in time
$ 1,779,752
$ 1,896,365
Products and services transferred over time
768,890
1,277,157
Total Revenue
$ 2,548,642
$ 3,173,522
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. Certain license arrangements include consumption-based
pricing under which the customer pays a fixed minimum license fee, recognized at a point in time upon delivery of the license key, with
incremental fees for usage above the minimum (typically measured on a per-identity-match or per-scan basis). These usage-based overages
represent a sales- or usage-based royalty promised in exchange for a license of intellectual property and are recognized in the period
in which the underlying usage occurs.
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- 10
Software-as-a-Service (SaaS) Subscription Arrangements
The Company offers certain Vision AI products
on a hosted basis, in which the Company hosts the software in its or a third-party provider’s cloud environment and provides the customer
with continuous access over a stated subscription term. When the customer does not have the contractual right to take possession of the
software at any time during the hosting period without significant penalty, or when it is not feasible for the customer to run the software
on its own hardware or to contract with an unrelated third party to host the software, the arrangement is accounted for as a service rather
than a software license. For the Company’s hosted arrangements, access to the hosted software, the related ongoing technical support and
software updates, and the underlying hosting infrastructure are not capable of being distinct from one another and are accounted for as
a single combined performance obligation satisfied over time. Revenue is recognized ratably over the subscription term beginning on the
date the customer is granted access to the hosted environment. Implementation and other professional services that do not significantly
modify or customize the hosted functionality are accounted for as separate performance obligations and recognized as the services are
performed.
Bundled Security Solutions
The Company sells bundled security solutions consisting
of hardware (including cameras and computing devices), software licenses, installation services, and post-contract support (“PCS”),
which are deployed at customer locations to monitor activity and identify people, vehicles, and other objects. Hardware and software license
revenue is recognized at a point in time upon delivery to the customer site, installation services revenue is recognized over time as
the services are performed, and PCS revenue is recognized ratably over the support period.
R&D Contracts
The Company enters into research and development
contracts with customers (predominantly U.S. Government agencies and prime contractors, along with select commercial customers) under
which the Company provides a license to use the software as part of a stated project, together with professional services to perform custom
development, simulations, integration, testing, or other applications of the software in support of the customer’s research or development
objectives. Most R&D Contracts are priced on a fixed-fee basis, with certain contracts billed on a usage or “time-and-materials”
basis. Hardware and software license revenue is recognized at a point in time upon delivery to the customer site, and professional services
revenue is recognized over time, as the services are performed over the contract 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 contract receivables when revenue recognized on a contract exceeds the billings. Contract receivables were $ 1,131,556
as of March 31, 2026, as compared to $ 1,216,073 as of December 31, 2025, and are included in accounts receivable, net on the condensed
consolidated balance sheets.
Costs to Obtain Contracts
The Company accounts for incremental costs of
obtaining customer contracts (sales commissions) in accordance with ASC 340-40, Other Assets and Deferred Costs — Contracts with
Customers . Under the practical expedient permitted by ASC 340-40-25-4, the Company expenses such costs as incurred for contracts with
an expected amortization period of one year or less. For contracts with an expected amortization period greater than one year, the Company
capitalizes eligible incremental costs if recovery is expected and amortizes the resulting asset on a straight-line basis over the expected
period of benefit. The portion of the asset expected to be amortized within twelve months of the balance sheet date is presented within
Prepaid expenses and other current assets, with the remainder presented within Other assets on the condensed consolidated balance sheets.
As of March 31, 2026 and December 31, 2025, total capitalized commission costs were $ 48,478 and $ 32,940 , respectively, of which $ 10,131
and $ 2,745 are classified as current and $ 38,347 and $ 30,195 are classified as long-term. The long-term balances have remaining amortization
periods extending through 2030.
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 three months ended March 31, 2026 and 2025, the Company recognized
$ 509,280 and $ 638,485 in sales that was recorded as deferred revenue as of December 31, 2025 and 2024, 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 three months ended March 31, 2026 and March 31, 2025 were as follows:
March 31,
2026
March 31,
2025
Beginning balance
$ 1,382,995
$ 1,490,949
Revenue Recognized
( 509,280 )
( 638,485 )
Amounts Collected or Invoiced
419,067
141,846
Ending Balance
$ 1,292,782
$ 994,310
F- 11
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.
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 R&D Contracts
The Company’s contracts for bundled
solutions and R&D 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 Judgment
The Company applies judgment in identifying performance
obligations in contracts that include multiple promised goods and services, such as software licenses, hosting arrangements, implementation
services, customer support, and other related offerings. In accordance with ASC 606, promised goods or services are evaluated to determine
whether they are distinct and therefore accounted for as separate performance obligations, considering the nature of the promise and how
the offerings are bundled and delivered to the customer.
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.
F- 12
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. The Company evaluated whether any of its contracts contain a significant
financing component and concluded that no significant financing component exists in its contracts.
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.
During the three months ended March 31, 2026, and 2025, the Company recognized no impairment charges on long-lived assets.
Advertising Costs
The Company expenses the costs associated with
advertising as they are incurred. The Company incurred $ 43,809 and $ 24,997 for advertising costs for the three months ended March
31, 2026, and 2025, 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 three months ended March 31, 2026, and 2025, the Company recorded approximately $ 2.1 million and $ 1.6 million, respectively,
in Research and Development expense on the consolidated statements of income.
Software Development Costs
Beginning in 2025, the Company commenced development of a new software
project comprising multiple modular components, each with its own development cycle, for which technological feasibility was established
prior to general release. For this project, eligible development costs incurred subsequent to the establishment of technological feasibility
for specific modules and enhancements are being capitalized in accordance with ASC 985-20. Capitalized amounts are presented as capitalized
software within the condensed 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 March 31, 2026 and December 31, 2025, the Company had approximately $ 1.1 million
and $ 0.7 million, respectively relating to capitalized software development costs. No amortization expense related to the project was
recorded for the three months ended March 31, 2026 or 2025. The Company expects amortization to commence during the second quarter of
2026 over the estimated useful lives of the project components placed in service. No write-downs to net realizable value were recorded
during the three months ended March 31, 2026 or 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 does not yet have
sufficient history of public trading and therefore utilizes the volatility of peer companies.
F- 13
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.
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 $ 96,531 for the three months ended March 31, 2026, and $ 68,073
for the three months ended March 31, 2025.
Net Loss 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:
Three Months Ended
March 31,
2026
2025
Options
9,376,716
8,929,991
Warrants
284,093
-
Total
9,660,809
8,929,991
Note 3 – Prepaids and other current assets
Prepaids and other current assets consist of the following:
March 31,
December 31,
2026
2025
Prepaid Expenses
$ 169,663
$ 105,394
Prepaid Insurance
233,157
33,941
Inventory
34,470
26,563
Deposits
25,344
25,344
Deferred Offering Costs
-
226,798
Deferred Commission Expense
10,131
2,745
Total prepaids and other current assets
$ 472,765
$ 420,785
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 (Note 8 – Stockholders’ Equity).
F- 14
Note 4 – Property and Equipment
Property and equipment, at cost, consist of the following:
March 31,
December 31,
2026
2025
Computers
$ 909,118
$ 693,750
Furniture and fixtures
92,269
92,269
Gross Property and equipment
1,001,387
786,019
Less: Accumulated depreciation
( 556,417 )
( 517,450 )
Net property and equipment
$ 444,970
$ 268,569
Depreciation expense for the three months ended
March 31, 2026 and 2025 was $ 38,967 and $ 34,269 .
Note 5 – Intangible Assets
Intangible assets consisted of the following:
March 31,
December 31,
2026
2025
Software
$ 10,966
$ 10,966
Less: Accumulated amortization
( 5,827 )
( 5,447 )
Net intangible assets
$ 5,139
$ 5,519
Amortization expense was $ 380 for both the three
months ended March 31, 2026, and 2025.
Note 6 – Leases
Operating Leases
The Company’s significant operating leases
include the following at March 31, 2026:
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 March 31, 2026, 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- 15
Operating lease expense, including short term
leases, is recognized within cost of sales, selling, general and administrative expense, and research and development expense in the consolidated
statements of income, based on the nature of the activities supported by the leased space. The components of lease expense for the three
months ended March 31, 2026 and 2025 were as follows:
Three Months Ended
March 31,
2026
Three Months
Ended
March 31,
2025
Operating lease:
Fixed lease cost
$ 87,713
$ 87,751
Short-term lease cost
18,426
9,353
Total operating lease cost
$ 106,139
$ 97,104
Supplemental balance sheet information related to leases was as follows:
March 31,
2026
December 31,
2025
Operating Leases:
Operating lease right-of-use asset
$ 1,017,640
$ 1,088,181
Current operating lease liabilities
$ 312,403
$ 306,113
Noncurrent operating lease liabilities
831,488
912,229
Total operating lease liabilities
$ 1,143,891
$ 1,218,342
Supplemental cash flow and other information related to leases were
as follows:
Three Months Ended
March 31,
2026 Three Months Ended
March 31,
2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases $ 91,622 $ 86,646
Weighted average remaining lease term (in years):
Operating leases 3.39 4.35
Weighted average discount rate:
Operating leases 5.92 % 5.96 %
At March 31, 2026, the future minimum lease payments under these operating
leases are as follows:
Fiscal Years Ending
December 31, 2026 (1)
$ 276,226
December 31, 2027
354,991
December 31, 2028
363,640
December 31, 2029
267,346
December 31, 2030
-
Total lease payments
1,262,203
Less: Amounts representing interest
( 118,312 )
Total lease obligations
1,143,891
Less: short-term obligations
( 312,403 )
Total long-term
$ 831,488
(1) Represents scheduled payments for the remaining nine-month period ending December 31, 2026.
As of March 31, 2026, the Company had no additional
significant operating or finance leases that had not yet commenced.
F- 16
Note 7 – Commitments and Contingencies
Line of Credit
The Company maintains a revolving demand line
of credit with a bank, collateralized by the Company’s assets, which may be cancelled by either party at any time upon written notice.
As amended on December 31, 2025, the facility provides for maximum advances of $ 2,500,000 at an adjustable rate equal to the Prime Rate
plus two percent per annum. At March 31, 2026, the total interest rate was at 8.25 %. The line of credit balance outstanding as of March
31, 2026 and December 31, 2025, was $ 237,812 and $ 1,839,891 , 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 claim generally relates to alleged commercial matters, and seeks damages and other relief. The Company was served with the claim form
in March 2026, and the matter remains in its preliminary stages. The Company believes the claim is without merit and intends to defend
the matter vigorously. Given the early stage of the proceedings, the Company is unable to predict the outcome or estimate a range of reasonably
possible loss, if any, that may result from the matter. No accrual for loss contingencies related to this matter has been recorded as
of March 31, 2026. While the Company does not currently believe the claim will result in a material adverse effect on its financial condition,
results of operations, or cash flows, litigation is inherently uncertain and an unfavorable outcome could differ from this expectation.
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 .
Initial Public
Offering
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 and paid approximately $ 2.9 million
in transaction costs. This includes $ 226,798 of deferred offering costs as of December 31, 2025. See Note 3 for additional information.
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 284,093 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 22, 2026 (for the 280,000 warrants issued
at the IPO closing) and August 24, 2026 (for the 4,093 warrants issued at the over-allotment closing), subject to the 180-day lock-up
under FINRA Rule 5110(e), and expire on February 19, 2031. The warrants had a fair value of $ 936,042 at the time of issuance.
F- 17
Option Plan Details
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.
During the three months ended March 31, 2026 and
2025, there were no stock options exercised into shares of Common Stock.
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, 2026 9,376,716 $ 2.16 6.81
Options Granted —
—
—
Exercised —
—
—
Expired/Cancelled —
—
—
Options Outstanding at March 31, 2026 9,376,716 $ 2.16 6.56
Options Exercisable at March 31, 2026 5,674,780 $ 1.98 6.18
Share-based compensation expense recognized for
stock options granted totaled $ 142,470 and $ 89,819 for the three months ended March 31, 2026 and 2025, respectively.
The intrinsic value of outstanding stock options
as of March 31, 2026 and December 31, 2025 was $ 45,309,086 and $ 4,801,673 , respectively.
F- 18
Warrants
In connection with the Company’s initial public
offering completed in February 2026 and the subsequent exercise of the underwriters’ over-allotment option in March 2026, the Company
issued an aggregate of 284,093 Representative’s Warrants to The Benchmark Company, LLC as compensation pursuant to the underwriting agreement.
The Representative’s Warrants have an exercise price of $ 7.50 per share ( 125 % of the $ 6.00 IPO offering price), are exercisable beginning
August 22, 2026 for the 280,000 warrants issued at the IPO closing and August 24, 2026 for the 4,093 warrants issued at the over-allotment
closing, in each case subject to the 180-day lock-up under FINRA Rule 5110(e), and expire February 19, 2031. Unexercised warrants are
subject to automatic cashless exercise on the termination date. The Representative’s Warrants include a 9.99% beneficial ownership limitation,
one demand registration right, and piggyback registration rights.
The Company concluded that the Representative’s
Warrants qualify for equity classification under ASC 480 and ASC 815-40. The warrants were measured at fair value on their respective
issuance dates using the Black-Scholes option pricing model with the assumptions shown below. The aggregate fair value of $ 936,042 was
recorded as a non-cash issuance cost with an offsetting credit to additional paid-in capital, resulting in no net impact on stockholders’
equity. As equity-classified instruments, the Representative’s Warrants are not remeasured after initial recognition.
IPO Closing
Over-allotment Closing
Date of issuance
February 23, 2026
March 26, 2026
Warrants issued
280,000
4,093
Exercise price
$ 7.50
$ 7.50
Risk-free rate
3.59 %
4.08 %
Volatility
69 %
69 %
Aggregate fair value
$ 918,860
$ 17,182
As the exercise price of $ 7.50 exceeded the Company’s average stock
price during the three months ended March 31, 2026, the Representative’s Warrants were antidilutive and excluded from diluted earnings
per share. All 284,093 Representative’s Warrants remain outstanding and unexercised as of March 31, 2026.
Note 9 – Income Taxes
The Company computes its provision for (benefit
from) income taxes for interim periods by applying an estimated annual effective tax rate to its year-to-date pretax results, adjusted
for discrete items recognized during the period. For the three months ended March 31, 2026, the Company determined that an estimated annual
effective tax rate could not be reliably calculated because relatively small changes in projected pretax results produce significant changes
in the estimated annual effective rate. Accordingly, the Company computed its income tax provision using the actual year-to-date results.
For the three months ended March 31, 2026, the
Company recorded no provision for or benefit from income taxes, compared to a benefit of $ 290,813 for the three months ended March 31,
2025. No tax benefit was recognized on the pretax loss for the current period because the Company maintains a full valuation allowance
against its U.S. federal and state net deferred tax assets, as more fully described in Note 9 to the consolidated financial statements
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Management continues to evaluate the realizability
of its deferred tax assets each reporting period; the valuation allowance will be reduced when management concludes it is more likely
than not that some or all of the deferred tax assets will be realized.
The deferred tax liability of $ 13,703 at March
31, 2026 and December 31, 2025 represents the residual net position of taxable temporary differences (primarily depreciation and accrual-to-cash
adjustments) that exceed the deductible temporary differences supportable by reversal scheduling, after application of the valuation allowance.
No material changes occurred during the three
months ended March 31, 2026 in the Company’s positions with respect to unrecognized tax benefits.
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.
F- 19
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 three months ended March 31, 2026 and 2025, respectively.
March 31,
March 31,
2026
2025
Total Revenue
$ 2,548,642
$ 3,173,522
Products and services
The Company generates revenue from the following major product and
service categories:
Three Months Ended
March 31,
2026
2025
ROC SDK
$ 1,322,301
$ 1,677,506
ROC Watch
889,480
502,648
ROC ABIS
69,821
19,667
ROC Enroll
41,896
237,645
Total Product Revenue
2,323,498
2,437,466
R&D Contracts
225,144
736,056
Total Revenue
$ 2,548,642
$ 3,173,522
Note 12 – Subsequent Events
The Company has evaluated subsequent events through the date these
condensed consolidated financial statements were issued and has determined that no events or transactions have occurred subsequent to
March 31, 2026 that would require recognition or disclosure in these condensed consolidated financial statements.
F- 20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.