Rocket One (RKTO) boosts stock sale room with $5.26M amendment

Rhea-AI Filing Summary

Rocket One Inc. is amending its existing shelf registration to increase the capacity for primary sales of common stock under its Sales Agreement with H.C. Wainwright & Co. It is now offering up to an additional $5,257,000 of common stock, from time to time.

Previously, the company sold 9,825,684 shares for gross proceeds of approximately $13.56 million under this agreement. As of June 2, 2026, public float was about $54,043,646, with 24,897,581 shares outstanding and 24,343,985 held by non-affiliates at $2.22 per share, guiding the one-third public float limit under General Instruction I.B.6 of Form S-3. The last reported sale price on July 27, 2026 was $0.7717 per share.

Filing Explained

The July 31 filing provides up to $5.257 million of potential common-stock sales; dilution depends on whether Rocket One uses the capacity.

Rocket One filed a July 31, 2026 amendment making up to $5,257,000 of additional common-stock sales available under its Sales Agreement with H.C. Wainwright; this is offering capacity, not evidence that those shares have been sold.

If shares are issued under that capacity, the total share count would rise and existing holders' percentage ownership would fall, absent offsetting changes.

The company says it sold $12,757,165 of securities under the Form S-3 limit during the prior 12 months and remains eligible for the stated $5,257,000 amount while its public float is below $75.0 million; that limit is a ceiling on sales, not a commitment to sell the full amount.

Future filings or sales-agreement disclosures would establish whether any of this capacity is used and how many shares are issued; this amendment alone does not establish those outcomes.

Key Figures

Additional offering capacity: $5,257,000 Prior shares sold: 9,825,684 shares Prior gross proceeds: $13.56 million +6 more

9 metrics

Additional offering capacity $5,257,000 Additional common stock to be sold under Sales Agreement as of Amendment No. 3

Prior shares sold 9,825,684 shares Common stock sold under Sales Agreement since entry into the agreement

Prior gross proceeds $13.56 million Gross proceeds from 9,825,684 shares sold under Sales Agreement

Public float value $54,043,646 Market value of non-affiliate common stock as of June 2, 2026 at $2.22 per share

Shares outstanding 24,897,581 shares Total common shares outstanding used in public float calculation

Non-affiliate shares 24,343,985 shares Common stock held by non-affiliates as of June 2, 2026

Price used for float $2.22 per share Highest closing price on Nasdaq within 60 days prior to June 2, 2026

Recent last sale price $0.7717 per share Last reported sale price on The Nasdaq Capital Market on July 27, 2026

I.B.6 usage prior 12 months $12,757,165 Securities sold under General Instruction I.B.6 of Form S-3 in prior 12 months

Key Terms

prospectus supplement, Sales Agreement, General Instruction I.B.6 of Form S-3, public float, +1 more

5 terms

prospectus supplement regulatory

"We filed the Prior Prospectuses to register the offer and sale of our common stock"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Sales Agreement financial

"pursuant to the terms of that certain Sales Agreement dated November 8, 2024"

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

"We have sold approximately $12,757,165 of securities pursuant to General Instruction I.B.6 of Form S-3"

public float financial

"the aggregate market value of our common stock held by non-affiliates of our public float was approximately $54,043,646"

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.

primary offering financial

"we will sell securities in a public primary offering with a value exceeding one-third of our public float"

A primary offering is when a company sells newly created shares or other securities to raise money directly from investors; the cash proceeds go to the company rather than to existing shareholders. Investors care because it changes how much of the company each share represents—like cutting a pie into more pieces so each piece is smaller—and can affect the stock price and the company’s ability to fund growth or pay down debt.

Offering Details

shelf

Offering

Offering Type shelf

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Available on EDGAR 07/31/2026 - 04:06 PM Accepted by SEC EDGAR 07/31/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What is Rocket One Inc. (RKTO) adding in this Amendment No. 3?

Rocket One Inc. is adding capacity to sell up to an additional $5,257,000 of common stock under its existing Sales Agreement with H.C. Wainwright & Co., supplementing its prior prospectus supplements and base shelf registration.

How much has Rocket One Inc. (RKTO) already sold under the Sales Agreement?

Rocket One has already sold 9,825,684 shares of common stock for gross proceeds of approximately $13.56 million under the Sales Agreement, prior to the additional $5,257,000 capacity described in this amendment.

What is Rocket One Inc.’s (RKTO) current public float and share count?

As of June 2, 2026, Rocket One’s public float was about $54,043,646, based on 24,343,985 non-affiliate shares out of 24,897,581 total shares outstanding at a price of $2.22 per share.

How does Form S-3 General Instruction I.B.6 affect Rocket One Inc. (RKTO)?

Under General Instruction I.B.6 of Form S-3, Rocket One may conduct primary offerings up to one-third of its public float in any 12-month period while its float remains below $75 million, supporting the additional $5,257,000 offering capacity.

What has Rocket One Inc. (RKTO) sold under I.B.6 in the past 12 months?

Rocket One has sold approximately $12,757,165 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar-month period ending on the date of this prospectus supplement.

What is the recent trading price of Rocket One Inc. (RKTO) common stock?

On July 27, 2026, the last reported sale price of Rocket One’s common stock on The Nasdaq Capital Market was $0.7717 per share, compared with the $2.22 per share price used to calculate public float on June 2, 2026.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291566

AMENDMENT NO. 3 DATED JULY 31, 2026

TO PROSPECTUS SUPPLEMENTS DATED APRIL 16, 2026, MAY 27, 2026 AND JUNE 3, 2026

(To Prospectus Dated December 4, 2025)

Up to $5,257,000

Common Stock

Rocket One Inc.

This Amendment No. 3 to prospectus supplement (“Amendment No. 3”) 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, as amended by the prospectus supplement Amendment No. 1, dated May 27, 2026 and the prospectus supplement Amendment No. 2, dated June 3, 2026 (collectively, the “Prior Prospectuses”). This Amendment No. 3 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. 3 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 9,825,684 shares of common stock for gross proceeds of approximately $13.56 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 $5,257,000 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 $54,043,646 based on a total number of 24,897,581 shares of common stock outstanding, of which 24,343,985 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 $12,757,165 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 $5,257,000. 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 July 27, 2026, the last reported sale price of our common stock was $0.7717 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 July 31, 2026