Form 8-K

8-K — Rank One Computing Corp

Accession: 0001213900-26-091418

Filed: 2026-08-19

Period: 2026-08-19

CIK: 0002077709

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0302662-8k_rank.htm (Primary)

EX-10.1 — FORM OF LOCK-UP AGREEMENT (ea030266201ex10-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 19, 2026

Rank

One Computing Corporation

(Exact name of Registrant as Specified in Its

Charter)

Colorado

001-43137

47-3970528

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1290 Broadway, Suite 1200

Denver, Colorado

80203

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone

Number, Including Area Code: 303 317-6118

N/A

(Former Name or Former

Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

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

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ROC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

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

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

Emerging growth company ☒

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On August 19, 2026, Rank One Computing Corporation, a Colorado corporation (the “Company”), entered into lock-up agreements

(each, a “Lock-Up Agreement”) with certain members of its executive management team (collectively, the “Lock-Up Holders”)

pursuant to which each Lock-Up Holder has voluntarily agreed, among other things, not to directly or indirectly offer, sell, transfer

or otherwise dispose of any shares of or securities convertible into, or exercisable or exchangeable for, the Company’s common stock,

par value $0.01 per share (“Common Stock”), held by them, for a period commencing on the date of the Lock-Up Agreements and

continuing until February 23, 2027, subject to certain exceptions. The shares of Common Stock held by the Lock-Up Holders represent beneficial

ownership of approximately 54% of the total outstanding shares of Common Stock and 66% of the outstanding shares of Common Stock that

are not publicly traded, in each case, as of August 18, 2026. The Lock-Up Holders’ voluntary entry into the Lock-Up Agreements extends

for an additional six months the original six-month lock-up period applicable to the Lock-Up Holders as established in connection with

the Company’s initial public offering, the final prospectus of which was filed with the Securities and Exchange Commission on February

19, 2027.

A copy of the form of Lock-Up Agreement is filed

as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Lock-Up Agreements

does not purport to be complete and is qualified in its entirety by reference to the complete text of each Lock-Up Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Lock-up Agreement

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Rank One Computing Corporation

Date: August 19, 2026

By:

/s/ B. Scott Swann

B. Scott Swann, Chief Executive Officer

EX-10.1 — FORM OF LOCK-UP AGREEMENT

EX-10.1

Filename: ea030266201ex10-1.htm · Sequence: 2

Exhibit 10.1

Lock-Up Agreement

August 19, 2026

Rank One Computing Corporation

1290 Broadway, Suite 1200

Denver, Colorado 80203

Ladies and Gentlemen:

Whereas the undersigned previously

entered a lock-up agreement with The Benchmark Company, LLC in connection with the initial public offering of common stock, par value

$0.01 per share (the “Common Stock”), of Rank One Computing Corporation, a corporation formed under the laws of the

State of Colorado (collectively with its subsidiaries and affiliates the “Company”).

To induce the Company and

each of its officers and directors to enter agreements substantially in the form of this lock-up agreement, the undersigned hereby agrees

that, without the prior written consent of the Company, the undersigned will not, during the period commencing on the date hereof and

ending on February 23, 2027 (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise

transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for

Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires

the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that

transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction

described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for

or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer,

sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding

the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent

of the Company in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions; provided that

no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities

acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to

a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family

member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities

to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business

entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled

by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries

or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned

is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses

(b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the

Company a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a)

of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from

the Company of Common Stock upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the

Company’s Common Stock issued under an equity incentive plan of the Company or an employment or consulting arrangement (the “Plan

Shares”) or the transfer of Common Stock or any securities convertible into Common Stock to the Company upon a vesting event

of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless”

or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only

to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange

Act or other public announcement shall be required or shall be voluntarily made within ninety (90) days after the date of the Underwriting

Agreement, and after such ninety (90) days, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange

Act reporting a reduction in beneficial ownership of Common Stock during the Lock-Up Period, the undersigned shall include a statement

in such schedule or report to the effect that the purpose of such transfer was in connection with a “cashless” or “net

exercise” of the security or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise

and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up

Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities

or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file

a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock during the

Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the

establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided

that (1) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (2) to the extent a public announcement

or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding

the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up

Securities may be made under such plan during the Lock-Up Period; (i) the conversion of the outstanding preferred stock of the Company

into Common Stock, provided that such Common Stock remain subject to the terms of this agreement; (j) the transfer of Lock-Up Securities

that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided

that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance

of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required

to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation

of law; and (k) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar

transaction made to all holders of the Common Stock involving a change of control (as defined below) of the Company approved by the Company’s

board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed,

the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes

of clause (k) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation,

consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the

Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority

of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions

with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance

with this lock-up agreement.

The undersigned agrees that,

prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period

from the date hereof to and including the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and

will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the

Lock-Up Period has expired.

If the Company wishes to grant any release or

waiver with respect to this lock-up agreement or any similar lock-up agreement with an officer, director or other shareholder of the Company,

other than for transactions permitted under the second sentence of the second paragraph above, the Company must grant all such releases

or waivers simultaneously and on the same terms. The provisions of this paragraph will not apply if (a) the release or waiver is effected

solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the

same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such

transfer.

The undersigned understands

that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors

and assigns.

[SIGNATURE PAGE FOLLOWS]

Delivery of a signed copy

of this lock-up agreement by facsimile, electronic signature or e-mail/.pdf transmission shall be effective as the delivery of the original

hereof.

This lock-up agreement shall

be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

(Name - Please Print)

(Signature)

(Name of Signatory, in the case of entities - Please Print)

(Title of Signatory, in the case of entities - Please Print)

Address:

[SIGNATURE PAGE TO LOCK-UP AGREEMENT]

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