v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

Note 7 – Commitments and Contingencies

Line of Credit

The Company maintains a revolving demand line of credit with a bank, collateralized by the Company’s assets, which may be cancelled by either party at any time upon formal written notice. As amended on December 31, 2025, the facility provides for maximum advances of $2,500,000 at an adjustable rate equal to the Prime Rate plus two percent per annum. At June 30, 2026, the total interest rate was 8.25%. The line of credit balance outstanding as of June 30, 2026 and December 31, 2025, was $0 and $1,839,891, respectively.

Litigation

In March 2026, Eye Corp IT Solutions LLC filed a claim in the High Court of England and Wales (Case No. CL-2026-000062) that named Rank One Computing Corporation and certain other defendants. The plaintiff is seeking damages of approximately $179.1 million. The Company was served with the claim form in March 2026, and the matter remains in its preliminary stages. The Company believes the claim is without merit and intends to defend the matter vigorously. Given the early stage of the proceedings, the Company is unable to predict the outcome or estimate a range of reasonably possible loss, if any, that may result from the matter. No accrual for loss contingencies related to this matter has been recorded as of June 30, 2026. While the Company does not currently believe the claim will result in a material adverse effect on its financial condition, results of operations, or cash flows, litigation is inherently uncertain and an unfavorable outcome could differ from this expectation.

The Company is currently not involved in any other litigation. Other than as discussed above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the company, its common stock, any of the Company’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

From time to time, we may become involved in legal proceedings and claims that arise in the ordinary course of business.

During the three months ended June 30, 2026, the Company received a reservation of rights letter from its insurance carrier acknowledging coverage for a portion of the legal defense costs incurred in connection with the matter described above. The related defense costs had previously been incurred and charged to expense, and the Company concluded that recovery of the acknowledged portion is probable and reasonably estimable. Accordingly, the Company recorded an insurance recovery receivable of $226,145 as of June 30, 2026, with a corresponding reduction of selling, general and administrative expenses of $226,145 for each of the three and six months ended June 30, 2026. The receivable is presented within prepaid expenses and other current assets on the condensed consolidated balance sheet and has not been offset against any liability. Any additional amounts that may ultimately be recovered in excess of defense costs incurred to date represent a gain contingency and will be recognized only when realized. The recognition of an insurance recovery does not reflect any change in the Company’s assessment of the underlying claim, for which no loss accrual has been recorded.

The outcome of litigation is inherently uncertain. An unfavorable resolution of one or more proceedings could materially impact our future business, operating results, or financial condition. In addition, regardless of the outcome, litigation may result in significant costs, diversion of management attention, and other adverse effects.

Equipment Purchases

As of June 30, 2026, the Company had approximately $0.7 million of non-cancelable purchase commitments related to equipment purchases to expand its computing infrastructure. The Company expects these commitments to be fulfilled within the next 12 months.

Pending Acquisition

On June 23, 2026, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with ZTC Holdco, Inc. (the “Seller”), Anthony J. Zuccaro, Emily J. Sverchek, and Zuccaro Technical Consulting LLC (“ZTC”), pursuant to which the Company agreed to acquire 100% of the issued and outstanding equity interests of ZTC. 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 to adjustment based on ZTC’s closing net working capital, (ii) $2,500,000 in shares of restricted common stock of the Company, of which $875,000 vests at closing, $1,125,000 vests on the first anniversary of closing, and the remaining $500,000 vests over the following eight quarters through 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 a seven-year revenue share term, subject to an aggregate cap of $7,000,000. Separately from the purchase consideration, the Company has committed to grant up to $500,000 of retention restricted stock units to continuing employees of ZTC, vesting over five years.

Closing of the acquisition is subject to the satisfaction or waiver of customary conditions, including the accuracy of the parties’ representations and warranties, receipt of required regulatory approvals and third-party consents, execution of employment agreements with key personnel and proprietary information and invention assignment agreements with employees, and completion of an audit of ZTC’s 2024 and 2025 annual financial statements. The acquisition had not closed as of June 30, 2026 and remains pending as of the date of this Quarterly Report, and there can be no assurance that it will be consummated. Accordingly, no assets acquired or liabilities assumed have been recognized in the accompanying condensed consolidated balance sheet as of June 30, 2026.

The Company is evaluating the accounting for the transaction under ASC 805, Business Combinations, including whether the revenue share payments and the post-closing vesting tranches of the restricted shares represent consideration transferred or post-combination compensation cost. The Company has incurred acquisition-related costs which are expensed as incurred and included in selling, general and administrative expenses for the three and six months ended June 30, 2026.