Rank One Computing Corp

Item 1.01 Entry into a Material Definitive Agreement. On June 23, 2026, Rank One Computing Corporation (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Company, ZTC Holdco, Inc. (the “Seller”), Anthony J. Zuccaro, Emily J. Sverchek, and Zuccaro Technical Consulting LLC (“ZTC”), pursuant to which the Company has agreed to acquire 100% of the issued and outstanding equity interests of ZTC (the “Acquisition”). Consideration. The aggregate consideration payable to the Seller consists of: (i) a cash payment at closing of $500,000, subject to reduction for ZTC’s indebtedness and transaction expenses and potential adjustment based on ZTC’s closing net working capital; (ii) $2,500,000 in shares of restricted common stock of the Company (the “Restricted Shares”), with $875,000 of Restricted Shares vesting at closing, $1,125,000 of Restricted Shares vesting on the first anniversary of closing, and the remaining $500,000 of Restricted Shares vesting over the next eight quarters until the third anniversary of closing; and (iii) revenue share payments equal to 15% of ROC Evidence Advanced Revenue (as defined in the Purchase Agreement) for each fiscal quarter during the seven-year revenue share term, subject to an aggregate cap of $7,000,000. In addition, and separate from the purchase price, the Company has committed to grant up to $500,000 in retention restricted stock units to continuing employees of ZTC, vesting over five years. Conditions to Closing. The closing of the Acquisition is subject to satisfaction or waiver of customary conditions, including: (i) the accuracy of representations and warranties of the parties; (ii) the receipt of required regulatory approvals and other third-party consents; and (iii) execution of employment agreements with key personnel and proprietary information and invention assignment agreements with employees. The closing is also subject to the completion of an audit of ZTC’s 2024 and 2025 annual financial statements. There can be no assurance that the Acquisition will be consummated. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The Purchase Agreement has been filed to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, ZTC, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules; and may apply standards of materiality in ways that differ from what investors and security holders may view as material. Accordingly, the Purchase Agreement should not be read alone, but instead should be read together with the information about the Company that the Company includes in or incorporates by reference into its periodic reports and other filings made with the Securities and Exchange Commission. Item 7.01. Regulation FD Disclosure. On June 24, 2026, Rank One issued a press release announcing its entry into the Purchase Agreement described in item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1, and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure. On June 24, 2026, Rank One issued a press release announcing its entry into the Purchase Agreement described in item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1, and is incorporated herein by reference.