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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) August
6, 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 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August
6, 2026, Rocket One Inc. (the “Company”) was notified (the “Notification Letter”) by The Nasdaq Stock Market,
LLC (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing
Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed
securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that
a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based
on the closing bid price of the Company’s common stock between June 24, 2026 and August 5, 2026, the Company no longer meets the
minimum bid price requirement. The Notification Letter has no immediate effect on the listing or trading of the Company’s common
stock on The Nasdaq Capital Market and, at this time, the common stock will continue to trade on The Nasdaq Capital Market
under the symbol “RKTO.”
The Notification
Letter provides that the Company has 180 calendar days, or until February 2, 2027, to regain compliance with Nasdaq Listing Rule
5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share
for a minimum of 10 consecutive business days. If the Company does not regain compliance by February 2, 2027, an additional 180 days may
be granted to regain compliance, if the Company meets The Nasdaq Capital Market continued listing requirements (except for the
bid price requirement) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period.
If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will
notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal
the delisting determination to a Hearings Panel.
The Company
intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options, including,
but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the minimum bid price
requirement under the Nasdaq Listing Rules.
Item 8.01 Other Events.
On August 11, 2026, the Company issued a press
release announcing its acceptance into the Seagate Partner Program. A copy of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Rocket One Inc. dated August 11, 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: August 11, 2026 |
Rocket One Inc. |
| |
|
| |
/s/ Robb Knie |
| |
Robb Knie |
| |
Chief Executive Officer |
Exhibit 99.1
Rocket One Accepted into Seagate Partner Program,
Expanding AI Infrastructure and Enterprise Data Storage Ecosystem
Program Access Adds Enterprise Storage Resources
as Rocket One Advances Its AI, Space and Defense Computing Strategy
HOBOKEN, N.J., August 11, 2026 — Rocket One Inc. (Nasdaq:
RKTO) (“Rocket One” or the “Company”), a technology company focused on next-generation AI infrastructure and
advanced computing technologies for commercial, space and defense applications, today announced that it has been accepted into the Seagate
Partner Program.
Through its participation in the program, Rocket One gains access to
Seagate partner resources, including product information, training, sales and marketing tools, and other resources available through the
Seagate partner portal.
The acceptance expands Rocket One’s engagement with the broader
technology ecosystem as the Company builds its strategy around artificial intelligence infrastructure, advanced computing, data storage,
and next-generation semiconductor technologies.
The rapid expansion of artificial intelligence is driving increasing
requirements for data creation, storage, movement, and processing. Rocket One believes enterprise-class storage represents an important
component of the infrastructure required to support increasingly data-intensive AI workloads and advanced computing environments.
“AI infrastructure is much more than compute alone. The ability
to efficiently store, manage and access enormous amounts of data is becoming increasingly important as AI workloads scale,” said
Robb Knie, Chief Executive Officer of Rocket One. “Our acceptance into the Seagate Partner Program gives Rocket One access to additional
enterprise technology resources as we continue building an ecosystem spanning AI infrastructure, advanced computing, space and defense.”
Rocket One continues to pursue relationships and technology opportunities
that can expand its capabilities across the AI infrastructure stack while complementing its existing focus on advanced semiconductor and
computing technologies.
The Company believes the convergence of artificial intelligence, advanced
semiconductor architectures, high-capacity data storage, and mission-critical computing is creating opportunities across commercial, space,
and defense markets.
Membership in the Seagate Partner Program does not, by itself, establish
Rocket One as an Authorized Reseller or agent of Seagate or any of its affiliates.
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
