Rank One Computing Corp

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales and Issuances of Unregistered Securities

The Company has not sold any securities within the period covered by this quarterly report that were not registered under the Securities Act.

Use of Proceeds from Registered Securities

On February 23, 2026, we closed our IPO in which we issued and sold 4,000,000 shares of common stock, and on March 26, 2026, as part of our IPO, we closed on a partial exercise of overallotment option in which we issued and sold 58,477 shares of common stock. The shares sold in our IPO were registered under the Securities Act pursuant to (i) our Registration Statement on Form S-1, as amended (File No. 333-291913), which was declared effective by the SEC on January 30, 2026, and (ii) our Registration Statement on Form S-1MEF (File No. 333-293601), which became effective automatically upon filing (collectively, the “Registration Statements”). Our shares of common stock were sold at an IPO price of $6.00 per share, which generated net proceeds of approximately $21.5 million after deducting underwriting discounts and commissions of approximately $1.7 million, expenses paid to or for underwriters of approximately $0.4 million, and other expenses of approximately $0.8 million. We incurred offering expenses of approximately $2.9 million.

From the effectiveness of the Registration Statements to March 31, 2026, we used approximately $4.9 million of the net proceeds to fund operating expenses, including personnel-related costs and product development, repay outstanding indebtedness, and for working capital and general corporate purposes.

There has been no material change in our planned use of net proceeds from our IPO as described under the heading “Use of Proceeds” in our final prospectus, filed with the SEC on February 20, 2026 pursuant to Rule 424(b)(4) under the Securities Act.

The Benchmark Company, LLC acted as representative of the underwriters.

Issuer Purchases of Equity Securities

We have not performed any stock repurchases on our capital stock in any month within the quarter covered by this quarterly report.