Rocket One (RKTO) adds $6.83M to ATM sales capacity

Rocket One Inc. amends its prior prospectus supplements to increase the amount available for sale under its Sales Agreement with H.C.

Rhea-AI Filing Summary

Rocket One Inc. amends its prior prospectus supplements to increase the amount available for sale under its Sales Agreement with H.C. Wainwright & Co., LLC. This Amendment No. 2 makes available up to an additional $6,829,000 of common stock for sale pursuant to the Sales Agreement dated November 8, 2024.

The filing states that the company previously offered and sold 8,124,155 shares for gross proceeds of approximately $9.27 million under the Sales Agreement. It reports 22,322,326 shares outstanding and a public float market value held by non-affiliates of $48,326,580 based on 21,768,730 shares held by non-affiliates at a closing price of $2.22 per share on June 2, 2026. The prospectus cites eligibility under General Instruction I.B.6 of Form S-3 to offer up to approximately $6,829,000 in additional shares.

Insights

Capital Markets Strategist

Amendment increases ATM capacity by $6.83M under an existing sales agreement.

The amendment supplements prior prospectuses to permit Rocket One Inc. to sell up to an additional $6,829,000 of common stock through the Sales Agreement with H.C. Wainwright & Co. The filing references prior sales of 8,124,155 shares for gross proceeds of approximately $9.27M.

Eligibility is claimed under General Instruction I.B.6 of Form S-3, tied to a public float calculation: public float held by non-affiliates is reported as $48,326,580 based on June 2, 2026 pricing. Cash‑flow treatment and specific sale timing are governed by the Sales Agreement and not detailed in this excerpt.

Key Figures

Additional offering capacity: $6,829,000 Shares previously sold: 8,124,155 shares Gross proceeds previously: $9.27 million +5 more

8 metrics

Additional offering capacity $6,829,000 Amount the amendment makes available under the Sales Agreement

Shares previously sold 8,124,155 shares Aggregate shares sold under the Sales Agreement to date

Gross proceeds previously $9.27 million Proceeds from shares sold under the Sales Agreement

Public float market value (non-affiliates) $48,326,580 Aggregate market value of common stock held by non-affiliates

Shares outstanding 22,322,326 shares Total shares outstanding reported in the amendment

Closing price used $2.22 Closing sales price on The Nasdaq Capital Market on June 2, 2026

Non-affiliate shares 21,768,730 shares Number of shares held by non-affiliates used to compute public float

S-3 sales in prior 12 months $9,279,067 Amount sold pursuant to General Instruction I.B.6 in prior 12-calendar month period

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"

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"

public float market

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

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Rocket One (RKTO) add with this Amendment No. 2?

It increases the amount available for sale under the Sales Agreement by $6,829,000. The amendment supplements prior prospectuses and is tied to the existing Sales Agreement with H.C. Wainwright.

How much has Rocket One already sold under the Sales Agreement?

Rocket One previously sold 8,124,155 shares for gross proceeds of approximately $9.27 million under the Sales Agreement dated November 8, 2024.

What public float figure does the filing use to justify the new capacity?

The filing states a public float market value held by non-affiliates of $48,326,580, based on 21,768,730 non-affiliate shares at $2.22 per share as of June 2, 2026.

Is Rocket One eligible to use Form S-3 General Instruction I.B.6?

Yes; the prospectus states Rocket One is currently eligible under General Instruction I.B.6 of Form S-3 to offer up to approximately $6,829,000 in additional common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 08:25 AM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291566

AMENDMENT NO. 2 DATED JUNE 3, 2026

TO PROSPECTUS SUPPLEMENTS DATED APRIL 16, 2026 AND MAY 27, 2026

(To Prospectus Dated December 4, 2025)

Up to $6,829,000

Common Stock

Rocket One Inc.

This Amendment No. 2 to prospectus supplement (“Amendment No. 2”) 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 and as amended by the prospectus supplement Amendment No. 1, dated May 27, 2026 (collectively, the “Prior Prospectuses”). This Amendment No. 2 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 No. 2 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 8,124,155 shares of common stock for gross proceeds of approximately $9.27 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 $6,829,000 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 $48,326,580 based on a total number of 22,322,326 shares of common stock outstanding, of which 21,768,730 shares of common stock were held by non-affiliates, at a price of $2.22 per share, the closing sales price of our common stock on June 2 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 $9,279,067 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 $6,829,000. 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 June 2, 2026, the last reported sale price of our common stock was $2.22 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 June 3, 2026