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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) June
24, 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 June 24, 2026, Rocket
One Inc.. (the “Company”) received a letter from The Nasdaq Stock Market, LLC (“Nasdaq”) stating that because
the Company’s common stock had a closing bid price at or above $1.00 per share for a minimum of 10 consecutive business days, the
Company had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital
Market, as set forth in Nasdaq Listing Rule 5550(a)(2).
On June 25, 2026, the
Company issued a press release announcing that it has regained compliance with the minimum bid price requirement of $1.00 per share for
continued listing on The Nasdaq Capital Market. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Rocket One Inc. dated June 24, 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: June 25, 2026 |
Rocket One Inc. |
| |
|
| |
/s/ Robb Knie |
| |
Robb Knie |
| |
Chief Executive Officer |
Exhibit 99.1
Rocket One Regains Full Nasdaq Compliance with
Minimum Bid Price Requirement
Company Satisfies Nasdaq Listing Rule 5550(a)(2); Compliance Matter
Officially Closed
HOBOKEN, N.J., June 24, 2026 — Rocket One Inc. (Nasdaq: RKTO)
(“Rocket One” or the “Company”), a technology company focused on next-generation AI computing, defense infrastructure,
and space-enabling technologies, today announced that it has received formal notification from the Nasdaq Stock Market LLC confirming
that the Company has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2).
According to the notification, Nasdaq determined that for the ten consecutive
business days from June 9, 2026, through June 23, 2026, the closing bid price of Rocket One’s common stock remained at or above
the required minimum of $1.00 per share. As a result, Nasdaq has concluded that the Company has satisfied the requirements for continued
listing, and the matter is now closed.
“We are pleased to have regained full compliance with Nasdaq’s
minimum bid price requirement,” said Robb Knie, Chief Executive Officer of Rocket One. “This milestone reflects the progress
we have made in executing our strategic transformation into a company focused on advanced AI computing technologies, defense applications,
and space infrastructure. We remain committed to creating long-term shareholder value as we advance our technology portfolio and strategic
initiatives.”
Rocket One recently announced its corporate transformation from a biotechnology-focused
organization into a technology platform centered on next-generation computing architectures, including licensed spintronic and nanomagnetic
semiconductor technologies designed to address the growing demand for energy-efficient AI acceleration and radiation-tolerant computing
solutions for defense and space applications.
The Company believes that maintaining its Nasdaq listing supports continued
access to capital markets, enhances visibility among institutional and retail investors, and strengthens its position as it pursues strategic
growth opportunities.
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
