Rank One Computing Corp

All of our facilities are leased, and we do not own any real property. As we continue to grow and expand geographically, we expect to secure additional office space to support our increasing workforce and operational needs. We believe that our current facilities are adequate and appropriate for our existing operations, and that, if needed, additional or alternative facilities will be readily available to accommodate future expansion.

• Our ability to sell our software to customers depends on the quality of our offerings, and our failure to maintain the quality of our offerings could have a material adverse effect on our sales and results of operations.
• If we are not able to grow, maintain, and enhance our brand and reputation, along with the impact of inaccurate and damaging media coverage, our relationships with our customers, partners, and employees may be harmed, and our business and results of operations may be adversely affected.
• Our pricing for our software and services may change to address market conditions.
• Certain estimates of market opportunity included in this Annual Report may prove to be inaccurate.
• We face intense competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
• If we are not successful in executing our strategy to increase our sales to larger customers, our results of operations may suffer.
• If the market for our software and services develops more slowly than we expect, our growth may slow or stall, and our business, financial condition, and results of operations could be harmed.
• In the future, we may not be able to secure the financing necessary to operate and grow our business as planned, or to make acquisitions.
• We may need to raise additional capital, which may not be available on favorable terms, if at all, and which may cause dilution to stockholders, restrict our operations, or adversely affect our ability to operate our business.
• Our ability to pay interest and principal on any indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depend on many factors beyond our control.
• We may acquire or invest in companies and technologies, which may divert our management’s attention and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or investments.
• Unfavorable conditions in our industry or the global economy, or reductions in IT spending, could limit our ability to grow our business and negatively affect our results of operations.
• Significant political, trade, regulatory developments, and other circumstances beyond our control could have a material adverse effect on our financial condition or results of operations.
• We develop and use AI in our business, and challenges with properly developing and managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
• Risks Related to Intellectual Property, Information Technology, Data Privacy, and Security
• If our systems, our customers’ environments, or third-party systems we rely on are breached or if unauthorized access to sensitive data occurs, it could harm public perception of our software, result in business losses, and expose us to liability.
• Our software contains “open source” software, and any failure to comply with the terms of one or more of these open-source licenses could negatively affect our business.
• Real or perceived errors, failures, defects, or bugs in our software could adversely affect our results of operations and growth prospects.
• Issues in the development and use of artificial intelligence in our software may result in reputational harm or liability.
• Our policies regarding confidential customer information and support for individual privacy and civil liberties could cause us to experience adverse business and reputational consequences.
• Failure to adequately obtain, maintain, protect, and enforce our intellectual property and other proprietary rights could adversely affect our business.
• We rely on the availability of third-party technology license, and if we are unable to maintain or secure them on reasonable terms, it could lead to errors or delays in our software and service implementation.
• We may in the future be subject to intellectual property rights claims, which are extremely costly to defend, could require us to pay significant damages, and could limit our ability to use certain technologies.
• Risks Related to Regulation and Compliance
• Failure to comply with governmental laws and regulations could harm our business, and we may be the subject of legal and regulatory inquiries, which may result in monetary payments or may otherwise negatively impact our reputation, business, and results of operations.
• We may face legal, regulatory, and administrative inquiries and proceedings, and unfavorable outcomes in litigation or other matters could negatively impact our business, financial conditions, and results of operations.
• Failure to comply with anti-bribery and anti-corruption laws could subject us to adverse consequences.
• Governmental trade controls, including export and import controls, sanctions, customs requirements, and related regimes, may subject us to liability or loss of contracting privileges or limit our ability to compete in certain markets.
• Changes in accounting principles or their application to us could result in unfavorable accounting charges or effects, which could adversely affect our results of operations and growth prospects.
• We could be subject to additional tax liabilities.
• Our results of operations may be harmed if we are required to collect sales or other related taxes for our license arrangements in jurisdictions where we have not historically done so.
• Risks Related to Our Relationships and Business with the Public Sector
• A significant portion of our business depends on sales to the public/government sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
• We have contracts with government agencies that involve classified programs, which may limit investor insight into portions of our business.
• Government contracts differ materially from standard commercial contracts, involve competitive bidding and may be subject to cancellation or delay without penalty.
• If we fail to establish and maintain important relationships with government agencies and prime contractors, our ability to successfully maintain and develop new business may be adversely affected.
• Our business could be adversely affected if our employees cannot obtain and maintain required personnel security clearances, or we cannot establish and maintain the required facility security clearance.
• Most of our customer contracts may be terminated by the customer at any time for convenience and may contain other provisions permitting the customer to discontinue contract performance, and if terminated contracts are not replaced, our results of operations may differ materially and adversely from those anticipated.
• Evolving government procurement policies and increased emphasis on cost over performance could adversely affect our business.
• The U.S. government may procure non-commercial developmental services rather than commercial products, which could materially impact our future U.S. government business and revenue.
• General Risk Associated with Our Company
• Adverse economic conditions or reduced technology spending may adversely impact our business.
• Compliance with the laws and regulations affecting public companies could adversely affect our business, results of operations, and financial condition.
• Failure to establish and maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.
• Natural disasters and other events beyond our control could harm our business.
• Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
• We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.
• We may incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.
• We are an “emerging growth company,” and the reduced reporting and disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.
• We are a “smaller reporting company,” and the reduced reporting and disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
• If we fail to introduce or acquire new products or services that achieve broad market acceptance on a timely basis, we will not be able to compete effectively.
• If our products fail to achieve and sustain sufficient market acceptance, our revenue will be adversely affected.
• Risks Related to Our Securities
• The trading price of our common stock may be volatile, and you could lose all or part of your investment.
• Certain companies with public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our common stock.
• If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
• Future sales of our common stock or securities convertible into our common stock may depress our stock price.
• Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.
• Anti-takeover provisions in Colorado law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.
• Our executive officers, directors, and principal stockholders have substantial control over our company, which could limit your ability to influence the outcome of key transactions, including a change of control.
• We have never paid dividends on our capital stock, and we do not anticipate to pay for the foreseeable future.