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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 20, 2026
Hoth Therapeutics, Inc. (Now Known As Rocket One Inc.)
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-38803 |
|
82-1553794 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I. R. S. Employer
Identification No.) |
720 Monroe Street, Suite E514
Hoboken, NJ 07030
(Address of principal executive offices, including
ZIP code)
(866) 239-7459
(Registrant’s telephone number, including
area code)
Hoth Therapeutics, Inc.
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, $0.0001 par value |
|
RKTO |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On May 20, 2026, Rocket One Inc. (formerly, Hoth Therapeutics, Inc.) (the “Company”) filed a Certificate of Amendment
to its Articles of Incorporation, as amended (the “Charter Amendment”), with the Secretary of State of the State of Nevada
to change the name of the Company from “Hoth Therapeutics, Inc.” to “Rocket One Inc.” effective as of May 26,
2026 (the “Name Change”).
Pursuant to Nevada Revised Statutes Section 78.390(8),
no stockholder approval was required for the Charter Amendment because it only related to a name change. A copy of the Charter Amendment
is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In connection with the Name Change, the Company’s
trading symbol for its common stock will begin trading on The Nasdaq Capital Market on May 28, 2026 under the symbol “RKTO”
(the “Symbol Change”).
Neither the Name Change, nor the Symbol Change,
affects the rights of the Company’s shareholders, and shareholders do not need to take any action in connection with the Name Change
or the Symbol Change. The CUSIP number for the Company’s common stock will remain 44148G204.
Item 8.01 Other Events.
On May 27, 2026, the Company issued a press release
announcing, among other things, the Name Change and Symbol Change. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
As previously reported on a Current Report on Form 8-K filed with the SEC on May 6, 2026, on April 22, 2026, the Company filed Articles
of Incorporation with the Secretary of State of the State of Nevada for the formation of its new wholly-owned subsidiary, Rocket One Inc.
On May 20, 2026, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State
of Nevada to change the name of the subsidiary from “Rocket One Inc.” to “Rocket One.0 Inc.” effective as of May
26, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in
the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. |
|
Description of Exhibit |
| 3.1 |
|
Certificate of Amendment to Articles of Incorporation dated May 20, 2026 |
| 99.1 |
|
Press release dated May 27, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: May 27, 2026 |
Rocket One Inc. (formerly Hoth Therapeutics, Inc.) |
| |
|
| |
/s/ Robb Knie |
| |
Robb Knie |
| |
Chief Executive Officer |
Exhibit 99.1
Hoth Therapeutics Becomes Rocket One Inc. (Nasdaq:
RKTO), Targeting the Space Economy with Next-Generation Nanomagnetic AI Chip Technology and Ultra-Low-Power, Radiation-Tolerant Computing
for Space and Defense Applications
Company Adopts Space-Focused Identity, New Ticker
“RKTO,” and Exclusive License of AI Chip Architecture Designed for Ultra-Low-Power, Radiation-Tolerant Computing in Space
and Defense Applications
HOBOKEN, N.J. — May 27, 2026 —
Hoth Therapeutics, Inc. (NASDAQ: HOTH) (“Hoth” or the “Company”) today announced that, following the strategic
repositioning disclosed on May 19, 2026, it has completed the legal change of its corporate name to Rocket One Inc. (“Rocket
One”) effective as of May 26, 2026 and will begin trading on The Nasdaq Capital Market under the new ticker symbol “RKTO”
at the open of trading on May 28, 2026. The Company’s common stock will cease trading under the symbol “HOTH”
at the close of trading on May 27, 2026.
The Rocket One identity reflects the Company’s
strategic focus on the orbital economy: the next generation of satellites, defense platforms, and space-based AI systems that depend on
hardware capable of operating reliably in space. The Company’s legacy biotechnology programs will continue to be advanced under
a wholly owned subsidiary.
Why Space, and Why Now
The commercial space sector is undergoing a structural
shift. Falling launch costs, the rapid growth of small satellites, and rising defense demand for resilient orbital assets are creating
a new layer of infrastructure above the atmosphere. As more workloads move from ground stations to spacecraft — from Earth observation
and signal processing to autonomous navigation and on-orbit AI — the limiting factor is no longer getting to orbit. It is the ability
to run powerful computing on satellites that have very little power available, generate heat that is hard to dissipate, and operate in
an environment of constant radiation.
Today’s standard computer chips are designed
for terrestrial data centers, not for low-Earth orbit. They consume power satellites cannot spare, lose data when the satellite power
cycles on and off, and require heavy shielding to survive radiation. Rocket One is positioning itself directly at this bottleneck.
The Technology Platform
Rocket One holds exclusive rights to a next-generation
nanomagnetic AI chip technology. Unlike conventional chips that move electrons through silicon, this new class of chip uses magnetism
at the nanoscale to perform the core calculations that drive artificial intelligence.
Properties of the technology that make it especially
well-suited for space and defense applications include:
| ● | Holds data without power. The chip retains computational results even when powered off, intended
to eliminate data loss during satellite power cycles and eclipse periods. |
| ● | Extremely low energy use. The design targets dramatically lower energy per calculation than conventional
AI chips, intended to address the severe power limits of small satellites and deep-space platforms. |
| ● | Very small footprint. Each compute cell occupies only a tiny fraction of the area of a conventional
chip element, supporting the strict mass and volume constraints of nanosatellite payloads. |
| ● | Built for edge AI. Computing on the device itself reduces dependence on ground-link bandwidth and
limits exposure to interception or jamming — increasingly valued by defense and national security customers. |
Rocket One’s Strategic Aperture
Building on the previously disclosed formation
of its space subsidiary, now Rocket One.0 Inc., Rocket One intends to pursue three converging opportunities: (i) AI chip and memory hardware
engineered for orbital and high-radiation environments; (ii) nano-launch and nanosatellite enablement; and (iii) defense and national
security applications where radiation tolerance, energy efficiency, and on-device intelligence intersect. The Company believes these markets
are mutually reinforcing and that its licensed nanomagnetic chip platform offers a differentiated entry point into each.
What Stockholders Should Know
| ● | New Corporate Name: Rocket One Inc. |
| ● | New Ticker Symbol: RKTO (Nasdaq Capital Market) |
| ● | Former Ticker Symbol: HOTH (Nasdaq Capital Market) |
| ● | Effective Date of Name Change: May 26, 2026 |
| ● | Effective Date of Ticker Symbol Change: May 28, 2026 |
| ● | CUSIP: 44148G204 (no change) |
| ● | Corporate Website: www.rocketone.space |
Management Commentary
“Space is moving from a launch story to
a compute story. We believe that the platforms that will define the next decade in orbit will be the ones that can think for themselves
under power and radiation constraints that ground-based hardware was never designed to handle. The rebrand to Rocket One reflects where
we are positioning this Company,” said Robb Knie, Chief Executive Officer. Knie continued, “Our exclusive licenses give us a credible technical foundation, and the RKTO ticker is a signal to investors, partners, and customers
that our focus is now on the orbital economy.”
About Rocket One Inc.
Rocket One Inc. (formerly Hoth Therapeutics, Inc.)
is focused on developing and commercializing infrastructure for the orbital economy, including next-generation nanomagnetic AI chip technology
designed for radiation-tolerant, energy-constrained environments such as low-Earth orbit, deep-space platforms, and defense systems. The
Company holds exclusive rights to certain technologies, including a nanomagnetic matrix multiplier architecture intended as a hardware
accelerator for machine learning and AI workloads, and related magnetic memory technology with potential applications in radiation-tolerant
computing for defense and space systems. The Company is also positioned to pursue opportunities in nano-launch systems and nanosatellite
deployment. The Company’s biotechnology pipeline, including, but not limited to, HT-001, HT-KIT, HT-ALZ, and its GDNF-based metabolic
program, will continue to be advanced under a wholly owned subsidiary.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including, without limitation, statements regarding the Company’s strategic repositioning, the development
potential of the licensed technologies, the suitability of those technologies for orbital, defense, and other applications, anticipated
future operations and market opportunities. You should not place reliance on these forward-looking
statements, which include words such as “could,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “may,” “continue,” “predict,” “potential,” “project” or similar
terms, variations of such terms, or the negative of those terms. There are a number of factors that could cause actual events to differ
materially from those indicated by such forward-looking statements. These forward-looking statements are based on the Company’s
current expectations and assumptions and are subject to numerous risks and uncertainties, including, without limitation: the early-stage
nature of the licensed technologies, which have not been fabricated as integrated devices, validated in space environments, or qualified
for any commercial or government program, and the absence of any commercial product; the substantial additional capital the Company will
require to fabricate, test, and qualify the licensed technologies, including for radiation tolerance and space deployment; the long development
timelines associated with novel semiconductor and materials platforms; competition from larger, better-funded and well recognized companies
in the semiconductor, AI hardware, space, and defense computing sectors; the Company’s ability to recruit qualified leadership and
technical personnel in nanomagnetic devices, semiconductor engineering, and aerospace systems; the Company’s ability to comply with
diligence milestones under the Virginia Commonwealth University license agreements, the failure of which could result in loss of license
rights; intellectual property risks; export control and government contracting risks associated with defense and space applications; and
the risks inherent in a strategic pivot. Additional risk factors are described in the Company’s filings with the Securities and
Exchange Commission (“SEC”) including the Company’s most recent Annual Report on Form 10-K and the Company’s other
filings made with the SEC. Although the Company believes that the expectations reflected
in the forward-looking statements are reasonable, the Company cannot guarantee such outcomes. The Company may not realize its expectations,
and its beliefs may not prove correct. All such statements speak only as of the date made. Consequently, forward-looking statements should
be regarded solely as the Company’s current plans, estimates, and beliefs. Investors should not place undue reliance on forward-looking
statements. The Company cannot guarantee future results, events, levels of activity, performance, or achievements. The Company does not
undertake and specifically declines any obligation to update, republish, or revise any forward-looking statements to reflect new information,
future events, or circumstances or to reflect the occurrences of unanticipated events, except as may be required by applicable
law.
Investor Contact
LR Advisors LLC
Email: investorrelations@rocketone.space
Phone: (678) 570-6791
www.rocketone.space
