Form 8-K

8-K — Rank One Computing Corp

Accession: 0001213900-26-069062

Filed: 2026-06-16

Period: 2026-06-15

CIK: 0002077709

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0294322-8k_rankone.htm (Primary)

EX-10.1 — FORM OF INDEMNITY AGREEMENT (ea029432201ex10-1.htm)

EX-99.1 — PRESS RELEASE OF RANK ONE COMPUTING CORPORATION, DATED JUNE 16, 2026 (ea029432201ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0294322-8k_rankone.htm · Sequence: 1

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0002077709

2026-06-15

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xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

June 15, 2026

RANK ONE COMPUTING CORPORATION

(Exact name of registrant as specified in its

charter)

Colorado

001-43137

47-3970528

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1290 Broadway, Suite 1200,

Denver,

Colorado

80203

(Address of principal executive offices, including

zip code)

(303) 317-6118

(Registrant’s telephone number, including area

code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.01 par value

per share

ROC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 14, 2026, the Board of Directors (the

“Board”) of Rank One Computing Corporation (the “Company”) appointed Dr. Kathleen L. Kiernan to serve as a member

of the Board as an independent director. Dr. Kiernan’s appointment fills a newly created director position and is effective June 15, 2026.

Dr. Kiernan will serve as a director until the Company’s next annual meeting of shareholders or until her successor is duly elected or

appointed and qualified, or until her earlier death, resignation, or removal.

The Board has affirmatively determined that Dr.

Kiernan qualifies as an “independent director” within the meaning of Nasdaq Listing Rule 5605(a)(2).

Dr. Kiernan, age 70, is a nationally recognized

expert in biometrics, public safety technology, and national security policy. She previously served as President of NEC National Security

Systems from 2021 to 2025 and has served in a transitional advisory role through June 2026. Dr. Kiernan is the founder and Chief Executive

Officer of Kiernan Group Holdings, Inc., a women-owned global consulting firm specializing in intelligence, law enforcement, and national

security, which she has led since 2009. She previously served as Assistant Director for the Office of Strategic Intelligence and Information

at the U.S. Bureau of Alcohol, Tobacco and Firearms. Dr. Kiernan holds a Doctorate in Education (Northern Illinois University), a Master

of Science in Strategic Intelligence (National Intelligence College), and a Master of Arts in International Transactions (George Mason

University).

Dr. Kiernan will be compensated for her

Board service in accordance with the Company’s director compensation program, which provides for an annual equity retainer of

$50,000 in the form of restricted stock units and an annual cash retainer of $12,500, prorated for the portion of the fiscal year remaining as of June 15, 2026. The

Company will also enter into its standard form of Director Indemnification Agreement with Dr. Kiernan.

There are no arrangements or understandings between

Dr. Kiernan and any other persons pursuant to which Dr. Kiernan was selected as a director. Dr. Kiernan has no family relationship with

any director or executive officer of the Company. Dr. Kiernan has no direct or indirect material interest in any transaction required

to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Indemnity Agreement

99.1

Press Release of Rank One Computing Corporation, dated June 16, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RANK ONE COMPUTING CORPORATION

Date: June 16, 2026

By:

/s/ B. Scott Swann

Name:

B. Scott Swann

Title:

Chief Executive Officer

EX-10.1 — FORM OF INDEMNITY AGREEMENT

EX-10.1

Filename: ea029432201ex10-1.htm · Sequence: 2

Exhibit 10.1

INDEMNITY AGREEMENT

This

Indemnity Agreement (this “Agreement”) dated as of , is made by and between Rank

One Computing Corporation, a Colorado corporation (the “Company”), and (“Indemnitee”).

This Agreement shall be deemed to have taken effect as of the date that Indemnitee first became a director, officer, employee or agent

of the Company.

Recitals

A. The

Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.

B. The

Company’s bylaws (the “Bylaws”) require that the Company indemnify its directors, and empowers the

Company to indemnify its officers, employees and agents, as authorized by the Colorado Business Corporation Act, C.R.S. §§

7-109-101 through 7-109-110 (the “Act”), under which the Company is organized and such Bylaws expressly

provide that the indemnification provided therein is not exclusive and contemplates that the Company may enter into separate

agreements with its directors, officers and other persons to set forth specific indemnification provisions.

C. Indemnitee

does not regard the protection currently provided by applicable law, the Company’s governing documents and available insurance as

adequate under the present circumstances, and the Company has determined that Indemnitee and other directors, officers, employees and

agents of the Company may not be willing to serve or continue to serve in such capacities without additional protection.

D. The Company

desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company, as the

case may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.

E. Indemnitee

is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if Indemnitee

is furnished the indemnity provided for herein by the Company.

Agreement

Now

Therefore, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally

bound, hereby agree as follows:

1. Definitions.

(a) Agent.

For purposes of this Agreement, the term “agent” of the Company means any person who: (i) is or was a director, officer,

employee or other fiduciary of the Company or a subsidiary of the Company; or (ii) is or was serving at the request or for the

convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer, employee or

other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

Indemnity Agreement

Page 1

(b) Expenses.

For purposes of this Agreement, the term “expenses” shall be broadly construed and shall include, without limitation,

all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or

other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably

incurred by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right

to indemnification under this Agreement, the Act or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but

shall not include any judgments, fines or penalties actually levied against Indemnitee for such individual’s violations of

law. The term “expenses” shall also include reasonable compensation for time spent by Indemnitee for which he is not

compensated by the Company or any subsidiary or third party (i) for any period during which Indemnitee is not an agent, in the

employment of, or providing services for compensation to, the Company or any subsidiary; and (ii) if the rate of compensation and

estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which expenses

are incurred, for Indemnitee while an agent of, employed by, or providing services for compensation to, the Company or any

subsidiary.

(c)

Proceedings. For purposes of this Agreement, the

term “proceeding” shall be broadly construed and shall include, without limitation, any threatened, pending, or completed

action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,

threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative

or investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party or otherwise

by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company; (ii) the fact that any action taken by Indemnitee

or of any action on Indemnitee’s part while acting as director, officer, employee or agent of the Company; or (iii) the fact that

Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,

joint venture, trust, employee benefit plan or other enterprise, and in any such case described above, whether or not serving in any such

capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses may be

provided under this Agreement.

(d)

Subsidiary. For purposes of this Agreement, the term

“subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities

or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation,

limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was

serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(e) Independent

Counsel. For purposes of this Agreement, the term “independent counsel” means a

law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither

presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to

either such party, or (ii) any other party to the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the

foregoing, the term “independent counsel” shall not include any person who, under the applicable standards of professional

conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine

Indemnitee’s rights under this Agreement.

Agreement to Serve. Indemnitee

will serve, or continue to serve, as a director, officer, employee or agent of the Company or any subsidiary, as the case may be, faithfully

and to the best of his or her ability, at the will of such corporation (or under separate agreement, if such agreement exists), in the

capacity Indemnitee currently serves as an agent of such corporation, so long as Indemnitee is duly appointed or elected and qualified

in accordance with the applicable provisions of the bylaws or other applicable charter documents of such corporation, or until such time

as Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement is intended as an

employment agreement between Indemnitee and the Company or any of its subsidiaries or to create any right to continued employment of Indemnitee

with the Company or any of its subsidiaries in any capacity.

Indemnity Agreement

Page 2

The Company acknowledges that

it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its obligations

to Indemnitee under the Bylaws, to induce Indemnitee to serve, or continue to serve, as a director, officer, employee or agent of the

Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent

of the Company.

3. Indemnification.

(a)

Indemnification in Third Party Proceedings. Subject

to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the Act (including pursuant to C.R.S.

§§ 7-109-102 and 7-109-103), as the same may be amended from time to time (but, only to the extent that such amendment permits

Indemnitee to broader indemnification rights than the Act permitted prior to adoption of such amendment), if Indemnitee is a party to

or threatened to be made a party to or otherwise involved in any proceeding, for any and all expenses, actually and reasonably incurred

by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding.

(b) Indemnification

in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company

shall indemnify Indemnitee to the fullest extent permitted by the Act (including pursuant to C.R.S. § 7-109-104), as the same may

be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the

Act permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved

in any proceeding by or in the right of the Company to procure a judgment in its favor, against any and all expenses actually and reasonably

incurred by Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceedings.

Indemnification of Expenses of Successful Party.

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in

defense of any proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action without prejudice,

the Company shall indemnify Indemnitee against all expenses actually and reasonably incurred in connection with the investigation, defense

or appeal of such proceeding.

Partial Indemnification.

If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses

actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is precluded by

applicable law or the specific terms of this Agreement to indemnification for the total amount thereof, the Company shall nevertheless

indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6. Advancement

of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred

by Indemnitee in connection with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the

Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with

such expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures

made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request

of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a court

of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company.

Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the expenses. Advances shall include

any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification

under this Agreement, or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to

the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute

an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it

is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled

to be indemnified by the Company. The right to advances under this Section shall continue until final disposition of any proceeding,

including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant

to Section 10(b).

Indemnity Agreement

Page 3

Notice and Other Indemnification Procedures.

(a) Notification

of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with

any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may

be subject to indemnification or advancement of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall

not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

(b) Request

for Indemnification and Indemnification Payments. Indemnitee shall notify the Company promptly

in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject

to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested

by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request

of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

for Enforcement. In the event the Company fails to make timely payments as set forth in Sections

6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s

right to indemnification or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden

of proof shall be on the Company to prove that indemnification or advancement of expenses to Indemnitee is not required under this Agreement

or permitted by applicable law. Any determination by the Company (including its Board of Directors, stockholders or independent counsel)

that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption

that Indemnitee is not entitled to indemnification or advancement of expenses hereunder.

(d) Indemnification

of Certain Expenses. The Company shall indemnify Indemnitee against all expenses incurred in

connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the

merits in all material respects.

8. Assumption

of Defense. In the event the Company shall be requested by Indemnitee to pay the expenses of

any proceeding, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent

permissible in such proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the

retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel

subsequently incurred by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate

counsel in such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel

delivers a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest

between the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise

actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and expenses of Indemnitee’s

counsel to defend such proceeding shall be subject to the indemnification and advancement of expenses provisions of this Agreement.

Indemnity Agreement

Page 4

9. Insurance.

To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,

or agents of the Company or of any subsidiary (“D&O Insurance”), Indemnitee shall be covered by such policy or policies

in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent

under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has

D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance

with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause

such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such

policies. The Company’s obligation to indemnify Indemnitee under this Agreement shall not be reduced, affected, or eliminated by reason

of any reduction, cancellation, non-renewal, or other limitation of any D&O Insurance policy. For purposes of this Agreement, the

Company shall be the indemnitor of first resort with respect to claims covered hereunder; the Company’s obligation to make indemnification

and advancement payments shall not be contingent upon, or subject to reduction or offset by reason of, any indemnification or advancement

rights available to Indemnitee from any other source, including any D&O Insurance policy or co-indemnitor.

10. Exceptions.

(a) Certain

Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated

pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect to (i) remuneration paid

to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and,

in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification

for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for

indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a final judgment

rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities

of the Company or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the

Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit,

pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal,

state or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication that Indemnitee’s

conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of

such specific determination); or (iv) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s

duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes

of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection

with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.

(b) Claims

Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall

not be obligated to indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee

against the Company or its directors, officers, employees or other agents and not by way of defense, except (i) with respect to proceedings

brought to establish or enforce a right to indemnification under this Agreement or under any other agreement, provision in the Bylaws

or Articles of Incorporation or applicable law, or (ii) with respect to any other proceeding initiated by Indemnitee that is either approved

by the Board of Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement

of expenses may be provided by the Company in specific cases if the Board of Directors determines it to be appropriate.

Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be

obligated pursuant to the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of

a proceeding effected without the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent

to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree

to any liability for indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such proceeding

and determines in good faith that such settlement is not in the best interests of the Company and its stockholders.

Indemnity Agreement

Page 5

(d) Securities

Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not

be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing

in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in

any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation

S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit

the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public

policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically

agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.

11.

Nonexclusivity and Survival of Rights.

The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other

rights which Indemnitee may at any time be entitled under any provision of applicable law, the Company’s Articles of Incorporation,

Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an agent of the

Company, in any court in which a proceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased

acting as an agent of the Company and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The

obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns

until terminated in accordance with its terms. The Company shall require any successor (whether direct or indirect, by purchase, merger,

consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform

this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken

place. To the extent that Indemnitee is or may be entitled to indemnification or advancement from any other Person or entity (including

any co-indemnitor or insurer), the Company’s obligations under this Agreement shall be primary to, and shall not be excess of or contingent

upon, such other indemnification or advancement; the Company shall not have any right of contribution or subrogation against such other

Person or entity to the extent of any payment made hereunder unless Indemnitee has otherwise been fully indemnified.

No amendment, alteration or

repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of

any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent

that a change in the Act, whether by statute or judicial decision, permits greater indemnification or advancement of expenses than would

be afforded currently under the Company’s Articles of Incorporation, Bylaws and this Agreement, it is the intent of the parties

hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred

is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every

other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any

right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or

remedy by Indemnitee.

12. Term.

This Agreement shall continue until and terminate upon the later of: (a) five (5) years after the date that Indemnitee shall have ceased

to serve as a director and/or officer, employee or agent of the Company; or (b) one (1) year after the final termination of any proceeding,

including any appeal then pending, in respect to which Indemnitee was granted rights of indemnification or advancement of expenses hereunder.

No legal action shall be brought

and no cause of action shall be asserted by or in the right of the Company against an Indemnitee or an Indemnitee’s estate, spouse, heirs,

executors or personal or legal representatives after the expiration of five (5) years from the date of accrual of such cause of action,

and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal

action within such five-year period; provided, however, that if any shorter period of limitations is otherwise applicable to such cause

of action, such shorter period shall govern.

Indemnity Agreement

Page 6

13. Subrogation.

In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery

of Indemnitee, who, at the request and expense of the Company, shall execute all papers required and shall do everything that may be

reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to

bring suit to enforce such rights.

14.

Interpretation of Agreement.

It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee

to the fullest extent now or hereafter permitted by law.

15. Severability.

If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity,

legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions of any paragraphs

of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal

or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of

this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to

be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect

to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.

16.

Amendment and Waiver. No

supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed in writing by the parties hereto.

No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether

or not similar) nor shall such waiver constitute a continuing waiver.

17.

Notice. Except as otherwise

provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to or served upon the parties

hereto shall be in writing and, if by telegram, telecopy or telex, shall be deemed to have been validly served, given or delivered when

sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly served, given or delivered upon actual

delivery and, if mailed, shall be deemed to have been validly served, given or delivered three (3) business days after deposit in the

United States mail, as registered or certified mail, with proper postage prepaid and addressed to the party or parties to be notified

at the addresses set forth on the signature page of this Agreement (or such other address(es) as a party may designate for itself by like

notice). If to the Company, notices and demands shall be delivered to the attention of the Secretary of the Company.

18. Governing

Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Colorado, without

giving effect to any conflicts of laws principles that require the application of the law of a different state.

19. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all

of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence

of this Agreement.

20. Headings.

The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement

or to affect the construction hereof.

21.

Entire Agreement. This

Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements,

understandings and negotiations, written and oral, between the parties with respect to the subject matter of this Agreement; provided,

however, that this Agreement is a supplement to and in furtherance of the Company’s Articles of Incorporation, Bylaws, the Act and

any other applicable law, and shall not be deemed a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.

Indemnity Agreement

Page 7

Witness Whereof, the parties hereto have entered into this Agreement effective as of the date first above written.

COMPANY:

Rank One Computing Corporation

By:

Name:

Title:

INDEMNITEE:

(Signature)

Indemnity Agreement

Signature Page

EX-99.1 — PRESS RELEASE OF RANK ONE COMPUTING CORPORATION, DATED JUNE 16, 2026

EX-99.1

Filename: ea029432201ex99-1.htm · Sequence: 3

Exhibit 99.1

ROC Appoints Federal

Law Enforcement Veteran Dr. Kathleen Kiernan to Board of Directors

Dr. Kiernan’s three-decade career and

leadership in federal law enforcement and homeland security, combined with executive level private sector biometrics experience, fortifies

ROC for its next stage of growth

Denver, CO, June 16, 2026 – Rank

One Computing Corporation d/b/a ROC, (Nasdaq: ROC) (“ROC” or the “Company”), a U.S. leader in Vision AI, building

unified biometric, video analytics, and decision intelligence solutions, announces the appointment of Dr. Kathleen Kiernan, a preeminent

national security leader, to its Board of Directors, effective June 15, 2026. Following the appointment of Dr. Kiernan, the Board will

comprise eight directors, five of whom are independent.

“Kathleen understands critical mission environments

where national security, law enforcement, and public safety converge,” said ROC CEO, B. Scott Swann. “Her experience will

help guide ROC as we scale our technologies across agencies operating in some of the world’s most demanding environments. At a time

when American-made identity intelligence is increasingly critical to national security, Dr. Kiernan’s guidance will ensure ROC continues

to build technology worthy of the missions it supports.”

Dr. Kiernan’s multi-disciplinary leadership

across critical operations for federal law enforcement, homeland security, and biometric identity technology comes at a pivotal moment

for American-made Vision AI and biometrics. As the former President of NEC National Security Systems, she helped federal government customers

to address mission-critical challenges through biometric identity, AI, machine learning, and computer vision solutions. Dr. Kiernan previously

served as Assistant Director for the Office of Strategic Intelligence and Information at the U.S. Bureau of Alcohol, Tobacco and Firearms

(ATF), where she led intelligence-driven strategies across explosives, firearms, illegal tobacco diversion, and terrorism. During her

30-year career in federal law enforcement, she has also been deeply involved with the Intelligence Community and served as the ATF’s

representative to the Counterterrorism Center (CTC) at the Central Intelligence Agency. Her leadership and operational experience closely

align with ROC’s growth strategy and continued expansion of the ROC Vision AI platform. Dr. Kiernan’s insight into national

security and critical incident preparedness is a natural fit as ROC continues to execute its strategic growth objectives.

“I spent my career developing, deploying,

and overseeing biometric identity, intelligence, and artificial intelligence technologies across the national and public security markets.

In today’s high threat global environment, customers increasingly demand trusted solutions as a fundamental requirement for intelligence

decision-making and operational effectiveness,” said Dr. Kiernan.

“ROC has established its position as the

leading American-built Vision AI technology and is poised to make a crucial contribution to the U.S. national security framework. I am

eager to contribute insights from my tenure in the government and the biometrics space to support the Company’s growth objectives,

broaden awareness of its differentiated biometrics-driven identity and intelligence capabilities, and help create long-term value for

shareholders,” concluded Dr. Kiernan.

Dr. Kiernan is a recognized expert in strategic

thinking, strategy development, and facilitating critical incident management exercises across government and private sector organizations

and has pioneered several approaches to complex national-level issues. She served for 12 years as a senior member on the International

Association of Chiefs of Police (IACP) Terrorism subcommittee and has presented training on Critical Incident Management and Explosives

response protocol on a worldwide basis. She is an active member of the Business Executives for National Security (BENS), a network of

business leaders contributing expertise and best practices to assist the national security efforts of the U.S. government. Additionally,

Dr. Kiernan serves as an adjunct faculty member of the Johns Hopkins School of Education and the Center for Homeland Defense and Security

at the Naval Postgraduate School. To broadly apply her expertise, she instituted Kiernan Group Holdings, a women-owned global consulting

firm specializing in intelligence, law enforcement, and national security.

Dr. Kiernan holds a Doctorate in Education from

Northern Illinois University (with highest honors) and a M.S. in Strategic Intelligence from the Joint Military Intelligence College in

Washington, D.C. She also holds a M.A. in International Transactions from George Mason University.

About ROC

ROC is a leading U.S. developer and manufacturer

of Vision AI, delivering sovereign biometrics, video analytics, and mission intelligence through a unified platform. This enables agency

and integrator partners to unlock faster, more accurate, and cost-efficient capabilities. At its core, ROC transforms raw pixels into

real-time operational awareness for defense, public safety, and digital commerce. The Company is headquartered in Denver, Colo., with

additional hubs in Grand Rapids, Mich., and Morgantown, W.V. For more information, please visit the Company’s website: www.roc.ai.

Forward-Looking Statements

This Press Release may contain forward-looking

statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform

Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”

“future,” “intends,” “plans,” “believes,” “estimates,” “confident,”

and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the SEC, in its

annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors,

or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations,

are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual

results to differ materially from those contained in any forward-looking statement, including but not limited to the following: (i) the

Company’s goals and strategies and (ii) the Company’s future business development, financial condition, and results of operations.

Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided

in this press release is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking

statement, except as required under applicable law.

Media inquiries:

Matt Aitken, VP of Marketing

media@roc.ai

Investor inquiries:

ir@roc.ai

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