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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)
July 31, 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
July 31, 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 $5,257,000, which
does not include the approximately $13,557,905 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
$5,257,000 shares of Common Stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit
5.1 attached hereto.
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) |
| 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: July 31, 2026 |
Rocket One Inc. |
| |
|
| |
/s/ Robb Knie |
| |
Robb Knie |
| |
Chief Executive Officer |