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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 27, 2026
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)
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 8.01 Other Events.
On
May 27, 2026, Rocket One Inc. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales
Agreement”) with H.C. Wainwright & Co., LLC, dated November 8, 2024, to up to an additional aggregate of $2,661,176, which
does not include the approximately $6,618,059 of shares of Common Stock that were sold to date pursuant to the Sales Agreement, and
filed a prospectus supplement (the “Current Prospectus Supplement”). A copy of the legal opinion as to the legality of the
$2,661,176 of shares of Common Stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit
5.1 attached hereto.
On
May 28, 2026, the Company issued a press release announcing, among other things, its acceptance into the AMD AI Developer Program operated
by Advanced Micro Devices, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Sheppard Mullin Richter & Hampton LLP |
| 23.1 |
|
Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release dated May 28, 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 28, 2026 |
Rocket One Inc. |
| |
|
| |
/s/ Robb Knie |
| |
Robb Knie |
| |
Chief Executive Officer |
Exhibit 99.1
Rocket
One Accepted into AMD AI Developer Program to Advance Simulation of Next-Generation Nanomagnetic AI Accelerator Architecture for
AI,
Defense and Space Applications
Access
to AI Developer Cloud Resources is Expected to be Utilized to Support Modeling of Energy-Efficient Semiconductor Technologies for AI,
Defense and Space Applications
HOBOKEN,
NJ — May 28, 2026 — Rocket One Inc. (“Rocket One” or the “Company”) (NASDAQ: RKTO), a company
focused on developing and commercializing next-generation AI semiconductor acceleration and radiation-tolerant computing technologies
for defense and space applications, today announced its acceptance into the AMD AI Developer Program operated by Advanced Micro Devices,
Inc.
The
program provides Rocket One with access to AI development resources, potential cloud computing credits, technical training, and developer
tools designed to support the development and simulation of advanced AI workloads and accelerator architectures.
Rocket
One intends to utilize the program resources to support early-stage software modeling and simulation efforts related to its licensed
nanomagnetic and spintronic semiconductor technologies targeting next-generation artificial intelligence computing systems.
“The
economics of semiconductor innovation are changing,” said Robb Knie, Chief Executive Officer of Rocket One. “Historically,
developing advanced computing architectures required enormous upfront infrastructure spending before meaningful validation could occur.
Access to modern AI cloud infrastructure and simulation resources allows emerging technology companies to evaluate and refine advanced
architectures earlier and more efficiently.”
The
Company believes simulation and modeling capabilities are an important component of evaluating novel computing approaches designed to
address growing global demand for AI processing performance, energy efficiency, and edge-computing applications.
Rocket
One’s broader strategy is focused on the development and commercialization of next-generation computing technologies for artificial
intelligence, autonomous systems, defense infrastructure, and space-based computing environments.
The
Company recently holds exclusive rights to patent applications for semiconductor technologies involving nanomagnetic and spintronic computing
architectures designed to improve computational efficiency and reduce energy consumption in AI-related workloads. The Company believes
these technologies may have future applicability in AI acceleration, edge inference systems, autonomous platforms, and radiation-tolerant
computing environments.
About
AMD AI Developer Program
The
AMD AI Developer Program provides participants access to AMD Developer Cloud resources, computing infrastructure, training materials,
and community support to assist in developing and optimizing AI applications. Participation in the program consists of enrollment in
AMD’s developer ecosystem, which is offered without charge and is generally available to developers interested in building or optimizing
AI projects using AMD technology.
About
Rocket One Inc.
Rocket One
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
