Rank One Computing Corp (Form: S-1MEF, Received: 02/19/2026 16:49:01)

As filed with the U.S. Securities and Exchange Commission on February 19, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RANK ONE COMPUTING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Colorado		7372		47-3970528
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1290 Broadway, Suite 1200

Denver, CO 80203

(303) 317-6118

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s

Principal Executive Offices)

B. Scott Swann

Chief Executive Officer

Rank One Computing Corporation

1290 Broadway, Suite 1200

Denver, CO 80203

(303) 317-6118

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Joseph M. Lucosky, Esq.	Richard A. Friedman, Esq.
Lucosky Brookman LLP	Sheppard, Mullin, Richter & Hampton LLP
101 Wood Avenue South, 5th Floor	30 Rockefeller Plaza
Woodbridge, NJ 08830	New York, NY 10112
Tel. No.: (732) 395-4400	Tel. No.: (212) 653-8700
Fax No.: (732) 395-4401	Fax No.: (212) 653-8701

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-291913

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒		Smaller reporting company ☒
						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 to Section 7(a)(2)(B) of the Securities Act. ☐

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Rank One Computing Corporation, a Colorado corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-291913), initially filed by the Registrant on December 3, 2025 and declared effective by the Securities and Exchange Commission (the “SEC”) on January 30, 2026 (the “Base Registration Statement”).

This Registration Statement covers the registration of an additional $4,280,000 worth of the Registrant’s common stock (the “Common Stock”), or an additional $4,922,000 worth of Common stock if the representative of the underwriters exercises its over-allotment option in full.

The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Base Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

The list of exhibits following the signature page of this registration statement is incorporated by reference herein.

Exhibit Number		Description of Document

5.1*		Opinion of KO Law PC
23.1*		Consent of Rosenberg Rich Baker Berman, P.A., Independent Registered Public Accounting Firm
23.2*		Consent of KO Law PC (included in Exhibit 5.1)
107*		Filing Fee Table

*	Filed herewith.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado on February 19, 2026.

	Rank One Computing Corporation

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

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ B. Scott Swann	Chief Executive Officer and Director	February 19, 2026
B. Scott Swann	(Principal Executive Officer)

/s/ Cody Barnes	Chief Financial Officer	February 19, 2026
Cody Barnes	(Principal Financial and Accounting Officer)

/s/ Brendan Klare	President, Chief Scientist, and Board Chairman	February 19, 2026
Brendan Klare

/s/ Joshua Klontz	Chief Technology Officer and Director	February 19, 2026
Joshua Klontz

/s/ Edward Davis	Independent Director	February 19, 2026
Edward Davis

/s/ Brian Hibbeln	Independent Director	February 19, 2026
Brian Hibbeln

/s/ Steven Martinez	Independent Director	February 19, 2026
Steven Martinez

/s/ Dawn Meyerriecks	Independent Director	February 19, 2026
Dawn Meyerriecks

II-2

Exhibit 5.1

February 19, 2026

Rank One Computing Corporation

1290 Broadway, Suite 1200

Denver, CO 80203

Re:

Registration Statement on Form S-1 (File No. 333-291913) and on Form S-1MEF

Ladies and Gentlemen:

We have acted as special Colorado counsel to you, Rank One Computing Corporation (the “Company”), a Colorado corporation, in connection with the public offering contemplated by the registration statement on Form S-1 initially filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on December 3, 2025 and declared effective on January 30, 2026 (as amended, the “Base Registration Statement”), and the registration statement on Form S-1MEF filed on the date hereof (the “New Registration Statement” and, together with the Base Registration Statement, the “Registration Statement”), effective automatically upon filing. Pursuant to the Registration Statement, the following additional securities are to be offered, comprising: (i) an offering of 1,000,000 shares of the Company’s common stock (the “Common Stock”), $0.01 par value per share (the “Company Shares”); (ii) up to 150,000 shares of Common Stock, purchased pursuant to over-allotments, if any (the “Over-Allotment Shares”); (iii) up to 70,000 warrants to purchase 70,000 shares of Common Stock that will be issued to the representatives of the underwriters (or up to 80,500 warrants to purchase 80,500 shares of Common Stock if the underwriter’s over-allotment option is exercised in full) (the “Representatives’ Warrants”); and (iv) and up to 70,000 shares of Common Stock underlying the Representatives’ Warrants (or up to 80,500 shares of Common Stock if the underwriter’s over-allotment option is exercised in full) (the “Representatives’ Warrant Shares”) that may be issued upon exercise of the Representatives’ Warrants.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (i) the articles of incorporation of the Company, as amended to date; (ii) the bylaws of the Company, as amended to date; (iii) certain resolutions of the Company’s board of directors and stockholders; (iv) the Base Registration Statement; (v) the New Registration Statement; (vi) the form of Underwriting Agreement filed as an exhibit to the Registration Statement; (vii) the form of the Representatives’ Warrants filed as an exhibit to the Registration Statement; and (vii) such other corporate records, agreements, certificates, including, but not limited to, certificates or comparable documents of public officials and of officers and representatives of the Company, statutes and other instruments and documents as we considered relevant and necessary as a basis for the opinions expressed herein.

KO Law PC	Denver Office	Boulder Office

Website: kofirm.com	745 N Sherman Street	2475 Broadway
Phone: (303) 672-0100	Denver, CO 80203	Boulder, CO 80304
Email: info@kofirm.com

In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives. We have assumed, without inquiry, (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies; (iii) the legal capacity of all natural persons and the genuineness of all signatures on the Base Registration Statement, the New Registration Statement and all documents submitted to us; and (iv) that the books and records of the Company are maintained in accordance with proper corporate procedures. As to various questions of fact material to such opinions, we have relied upon statements or certificates of officials and representatives of the Company and others.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that:

(1)

the Company Shares and the Over-Allotment Shares have been duly authorized by all necessary corporate action of the Company and, when issued, delivered and paid for as contemplated in the New Registration Statement and in accordance with the terms of the Underwriting Agreement (as defined in the New Registration Statement), the shares of Common Stock will be validly issued, fully paid and non-assessable;

(2)

the Representatives’ Warrants have been duly authorized by the Company and, when executed by the Company and issued and delivered to the purchaser thereof as contemplated by the New Registration Statement and in accordance with terms of the Underwriting Agreement, such Representatives’ Warrants will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms; and

(3)	the Representatives’ Warrant Shares have been duly authorized and, when issued and delivered by the Company upon exercise of the Representatives’ Warrants against payment therefor in accordance with the terms therein, will be validly issued, fully paid and non-assessable.

We are opining herein solely as to the laws of the State of Colorado and, as to the Representatives’ Warrants constituting valid and legally binding obligations of the Company, solely as to the applicable laws of the State of Colorado that, in our experience, are normally applicable to transactions of the type contemplated by the Representatives’ Warrants. We express no opinion with respect to any other laws. This opinion is limited to the laws in effect as of the date hereof and is provided exclusively in connection with the public offering contemplated by the New Registration Statement.

With regard to our opinion concerning the Representatives’ Warrants constituting valid and legally binding obligations of the Company:

(i)

Our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principals of equity (including, without limitation, concepts of materiality, reasonableness, and good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.

(ii)	Our opinion is subject to the qualification that the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before which the request is brought.

(iii)

We express no opinion as to any provision of the Representatives’ Warrants: (a) purporting to indemnify a party from its own conduct; (b) purporting to waive or release any rights or agree not to assert set-offs or claims of any kind; (c) purporting to prohibit oral amendments or oral waivers of provisions; (d) purporting to confer jurisdiction on a court to adjudicate any controversy relating to such agreements; (e) purporting to waive any objection to the laying of venue or any claim that an action or proceeding has been brought in an inconvenient forum; (f) purporting to waive trial by jury; (g) relating to indemnification and contribution provisions; (h) relating to releases of claims; (i) relating to liability limitations; (j) as to choice of law provisions; or (k) pursuant to which the parties agree to agree to any matter in the future.

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name as it appears in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ KO Law PC
KO Law PC

Exhibit 23.1

CONSENT AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the use in this Registration Statement of our report dated August 14, 2025, except for the effects of the restatement and revision discussed in Notes 2, 6, and 11 to the consolidated financial statements and for the effect of a forward 167-to-l stock split as noted on Note 2, to which the date is January 23, 2026, relating to the consolidated financial statements of Rank One Computing Corporation, and to the reference to our Firm under the caption “Experts” in the Prospectus.

Somerset, New Jersey

February 19, 2026

“RRBB” is the brand name under which Rosenberg Rich Baker Berman, P.A. and RRBB Advisors, LLC, and its subsidiary entities, including CFO Financial Partners LLC, provide professional services. Rosenberg Rich Baker Berman, P.A. and RRBB Advisors, LLC (and its subsidiary entities) practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. Rosenberg Rich Baker Berman, P.A. is a licensed independent CPA firm that provides attest services to its clients, and RRBB Advisors, LLC, and its subsidiary entities provide tax and business consulting services to their clients. RRBB Advisors, LLC, and its subsidiary entities are not licensed CPA firms.

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-1

Rank One Computing Corporation

Table 1: Newly Registered and Carry Forward Securities


Line Item Type	Security Type	Security Class Title	Notes	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee

Newly Registered Securities
Fees to be Paid	Equity	Common stock, par value $0.01 per share	(1)	457(o)	0	$	0.00	$	4,600,000.00	0.0001381	$	635.26
Fees to be Paid	Equity	Underwriter's Warrants	(2)	Other	0		0.00		0.00	0.0001381		0.00
Fees to be Paid	Equity	Common Stock under Underwriter's Warrants	(3)	457(o)	0	$	0.00	$	402,500.00	0.0001381	$	55.59

Total Offering Amounts:								$	5,002,500.00			690.85
Total Fees Previously Paid:												0.00
Total Fee Offsets:												0.00
Net Fee Due:											$	690.85

__________________________________________
Offering Note(s)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the offering price attributable to additional common stock that the underwriter has the option to purchase to cover over-allotments, if any.

Includes up to an additional 15% of the total number of common stock sold in the offering to cover over-allotments, if any.

Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional common stock as may be issued after the date hereof as a result of share sub-divisions, share capitalization or similar transaction.

(2)

No fee required pursuant to Rule 457(g) under the Securities Act.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the common stock underlying underwriter’s warrants.

Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional common stock as may be issued after the date hereof as a result of share sub-divisions, share capitalization or similar transaction.

Represents common stock underlying warrants issuable to the underwriter to purchase a number of common stock equal to 7% of the total number of common stock sold in this offering at an exercise price equal to 125% of the public offering price of the common stock sold in this offering.