How is the over-allotment exercise related to Rank One Computing’s IPO?

The over-allotment exercise is a follow-on step to Rank One Computing’s initial public offering. It allowed the underwriter to purchase and place additional shares beyond the base IPO size, providing the company with extra gross proceeds under the same underwriting agreement terms.

IPO over-allotment adds $350,862 for Rank One (NASDAQ: ROC)

Q: How much additional cash did Rank One Computing receive from the over-allotment?

Rank One Computing received additional gross proceeds of $350,862 from the partial over-allotment exercise. This amount reflects the proceeds before deducting any underwriting discounts, commissions, and offering-related expenses associated with the extra shares sold.

Q: Who exercised the over-allotment option in Rank One Computing’s IPO?

The over-allotment option was partially exercised by The Benchmark Company, LLC , Rank One Computing’s IPO underwriter. This exercise occurred pursuant to an underwriting agreement dated February 19, 2026 that governed the initial public offering and related over-allotment rights.

Q: What type of Rank One Computing stock was issued in the over-allotment?

The company issued additional shares of its common stock, par value $0.01 per share , as part of the over-allotment option exercise. These newly issued shares increased the total number of shares sold in connection with Rank One Computing’s initial public offering.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rank One Computing Corporation reported that the underwriter in its initial public offering, The Benchmark Company, LLC, partially exercised its over-allotment option on March 26, 2026.

Through this partial exercise, the company sold 58,477 shares of common stock and received additional gross proceeds of $350,862, before underwriting discounts, commissions, and offering expenses.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

03/26/2026 - 02:03 PM

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): March 26, 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)		(I.R.S. Employer Identification No.)

1290 Broadway, Suite 1200

Denver, Colorado 80203

(Address of principal executive offices)

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, $0.01 par value		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 8.01. Other Events.

In connection with the previously reported initial public offering of the common stock, par value $0.01 per share, of Rank One Computing Corporation, a Colorado corporation (the “Company”), on March 26, 2026, The Benchmark Company, LLC (“Benchmark”) partially exercised the over-allotment option pursuant to the underwriting agreement, dated February 19, 2026, with Benchmark. 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.

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.

Date: March 26, 2026	Rank One Computing Corporation

	By:	/s/ B. Scott Swann
	Name:	B. Scott Swann
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Rank One Computing (ROC) disclose in its March 26, 2026 8-K?

Rank One Computing disclosed that its IPO underwriter partially exercised the over-allotment option on March 26, 2026. This resulted in an additional sale of common shares and incremental gross proceeds to the company tied to its recently completed initial public offering.

How many additional Rank One Computing shares were sold in the over-allotment?

The partial exercise of the over-allotment option led to the sale of 58,477 shares of Rank One Computing common stock. These shares were issued in connection with the company’s recently completed initial public offering under its underwriting agreement with The Benchmark Company.

How much additional cash did Rank One Computing receive from the over-allotment?

Rank One Computing received additional gross proceeds of $350,862 from the partial over-allotment exercise. This amount reflects the proceeds before deducting any underwriting discounts, commissions, and offering-related expenses associated with the extra shares sold.

Who exercised the over-allotment option in Rank One Computing’s IPO?

The over-allotment option was partially exercised by The Benchmark Company, LLC, Rank One Computing’s IPO underwriter. This exercise occurred pursuant to an underwriting agreement dated February 19, 2026 that governed the initial public offering and related over-allotment rights.

What type of Rank One Computing stock was issued in the over-allotment?

The company issued additional shares of its common stock, par value $0.01 per share, as part of the over-allotment option exercise. These newly issued shares increased the total number of shares sold in connection with Rank One Computing’s initial public offering.

Filing Exhibits & Attachments

3 documents