Rocket One Inc. (RKTO) ups at-the-market capacity by $2.66M

Rhea-AI Filing Summary

Rocket One Inc. amends its prospectus supplement to increase the amount available under its at-the-market Sales Agreement with H.C. Wainwright & Co., LLC. The company is offering up to an additional $2,661,176 of common stock for sale under the Sales Agreement.

The amendment states the company previously sold 6,824,327 shares for gross proceeds of approximately $6.6 million under the Sales Agreement. It reports 21,022,498 shares outstanding, with 20,468,902 shares held by non-affiliates, and a public-float market value of $27,837,706 based on a $1.36 per-share closing price on May 27, 2026. The filing confirms eligibility under General Instruction I.B.6 of Form S-3 to sell up to the additional amount.

Insights

Capital Markets Attorney

Documents an increase to the ATM capacity under an existing Sales Agreement.

The amendment increases the aggregate amount available for sales under the Sales Agreement with H.C. Wainwright by $2,661,176. It reiterates reliance on General Instruction I.B.6 of Form S-3 and quantifies prior sales of 6,824,327 shares for approximately $6.6 million.

Key qualifiers include the Sales Agreement mechanics and the Form S-3 instruction limitation; timing and specific placement pace are not disclosed. Subsequent prospectus supplements or sales notices will state transactional details.

Equity Capital Markets Analyst

Additional at-the-market capacity increases available supply by a defined dollar amount.

The filing raises the available ATM capacity by $2,661,176 while reporting a public-float market value of $27,837,706 and 21,022,498 shares outstanding as of the cited close. Prior ATM proceeds of about $6.6 million are disclosed.

Actual share issuance depends on future sales under the Sales Agreement; the amendment does not specify timing, pace, or the number of shares to be sold at any given time.

Key Figures

Additional ATM capacity: $2,661,176 Shares previously sold under Sales Agreement: 6,824,327 shares Gross proceeds from prior Sales Agreement sales: $6.6 million +5 more

8 metrics

Additional ATM capacity $2,661,176 incremental amount offered under Sales Agreement

Shares previously sold under Sales Agreement 6,824,327 shares aggregate sold pursuant to Sales Agreement

Gross proceeds from prior Sales Agreement sales $6.6 million approximate proceeds from prior sales under the agreement

Shares outstanding 21,022,498 shares shares outstanding stated in amendment

Non-affiliate shares 20,468,902 shares shares held by non-affiliates used to calculate public float

Public-float market value $27,837,706 based on $1.36 closing price on May 27, 2026

Closing price $1.36 per share closing sales price on May 27, 2026

Sales under Form S-3 instruction $6,618,059 amount sold pursuant to General Instruction I.B.6 during prior 12-calendar months

Key Terms

Sales Agreement, General Instruction I.B.6 of Form S-3, public float

3 terms

Sales Agreement regulatory

"Sales Agreement dated November 8, 2024 with H.C. Wainwright & Co., LLC"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

General Instruction I.B.6 of Form S-3 regulatory

"eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares"

public float market

"aggregate market value of our common stock held by non-affiliates of our public float"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

Offering Details

ATM

Offering

Offering Type ATM

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Available on EDGAR 05/27/2026 - 05:30 PM Accepted by SEC EDGAR 05/27/2026 - 05:30 PM Learn about SEC filing dates

FAQ

What additional amount is Rocket One Inc. (RKTO) offering under the Sales Agreement?

Rocket One is offering up to $2,661,176 of common stock under its Sales Agreement. This amount is incremental to shares previously sold under the same agreement pursuant to the prospectus supplement.

How many shares has Rocket One sold previously under the Sales Agreement?

The company has offered and sold 6,824,327 shares of common stock under the Sales Agreement for gross proceeds of approximately $6.6 million, as stated in the amendment.

What public-float and outstanding share figures does the amendment disclose for RKTO?

The amendment reports 21,022,498 shares outstanding and a public-float market value of $27,837,706, based on 20,468,902 shares held by non-affiliates at $1.36 per share on May 27, 2026.

On what SEC rule does Rocket One rely to offer these additional shares?

Rocket One relies on General Instruction I.B.6 of Form S-3 to qualify for the offering capacity. The filing notes prior sales under that instruction during the prior 12-calendar month period.

Who is acting as sales agent for these at-the-market offerings?

H.C. Wainwright & Co., LLC is the sales agent under the Sales Agreement dated November 8, 2024, referenced throughout the prospectus supplement amendment.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291566

AMENDMENT NO. 1 DATED MAY 27, 2026

TO PROSPECTUS SUPPLEMENT DATED APRIL 16, 2026

TO PROSPECTUS DATED DECEMBER 4, 2025

Up to $2,661,176

Common Stock

Rocket One Inc.

This Amendment No. 1 to prospectus supplement (“Amendment”) amends and supplements the information in the prospectus, dated December 4, 2025, filed as a part of our registration statement on Form S-3 (File No. 333-291566), as supplemented by our prospectus supplement dated April 16, 2026 (collectively, the “Prior Prospectuses”). This Amendment should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplements thereto.

We filed the Prior Prospectuses to register the offer and sale of our common stock, par value $0.0001 per share, from time to time pursuant to the terms of that certain Sales Agreement dated November 8, 2024 with H.C. Wainwright & Co., LLC (the “Sales Agent” or “Wainwright”) dated November 8, 2024, (the “Sales Agreement”).

Since our entry into the Sales Agreement, we have offered and sold an aggregate of 6,824,327 shares of common stock for gross proceeds of approximately $6.6 million pursuant to the Sales Agreement.

We are filing this Amendment to supplement the Prior Prospectuses to increase the aggregate amount we intend to sell pursuant to the Sales Agreement. As of the date of this Amendment, we are offering up to an additional $2,661,176 of our common stock for sale under the Sales Agreement, not including the shares of common stock previously sold pursuant to the Sales Agreement.

As of the date of this Amendment, the aggregate market value of our common stock held by non-affiliates of our public float was approximately $27,837,706 based on a total number of 21,022,498 shares of common stock outstanding, of which 20,468,902 shares of common stock were held by non-affiliates, at a price of $1.36 per share, the closing sales price of our common stock on May 27, 2026, which is the highest closing price of our common stock on The Nasdaq Capital Market within the prior 60 days. We have sold approximately $6,618,059 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an aggregate offering price of up to approximately $2,661,176. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.

Our common stock is listed on The Nasdaq Capital Market under the symbol “RKTO.” On May 27, 2026, the last reported sale price of our common stock was $1.36 per share.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-5 of the prospectus supplement dated April 16, 2026, page 8 of the accompanying base prospectus and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus supplement is May 27, 2026