Rank One Computing Corp

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.