Form 8-K

8-K — Rocket One Inc.

Accession: 0001213900-26-061789

Filed: 2026-05-28

Period: 2026-05-27

CIK: 0001711786

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0292451-8k_rocket.htm (Primary)

EX-5.1 — OPINION OF SHEPPARD MULLIN RICHTER & HAMPTON LLP (ea029245101ex5-1.htm)

EX-99.1 — PRESS RELEASE DATED MAY 28, 2026 (ea029245101ex99-1.htm)

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8-K — CURRENT REPORT

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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.

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.

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

EX-5.1 — OPINION OF SHEPPARD MULLIN RICHTER & HAMPTON LLP

EX-5.1

Filename: ea029245101ex5-1.htm · Sequence: 2

Exhibit 5.1

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

May 28, 2026

VIA ELECTRONIC MAIL

Rocket One Inc.

720 Monroe Street, Suite E514

Hoboken, NJ 07030

Re: At-The-Market Offering pursuant to Registration

Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Rocket One Inc., a

Nevada corporation (the “Company”), in connection with the sale through H.C. Wainwright & Co., LLC (the “Manager”)

as the sales agent from time to time by the Company of shares of the common stock of the Company, par value $0.0001 per share (the “Common

Stock”), having an aggregate offering price of up to $2,661,176 (the “Shares”), to be issued pursuant to a registration

statement on Form S-3 (No. 333-291566) filed by the Company with the Securities and Exchange Commission (the “Commission”)

on November 17, 2025 (as amended, the “Registration Statement”), the base prospectus included in the Registration Statement

(the “Base Prospectus”), and the prospectus supplement dated April 16, 2026, filed with the Commission pursuant to Rule 424(b)

of the Securities Act of 1933, as amended (the “Act”) and together with the Base Prospectus, the “Prospectus”),

and that certain At-The-Market Sales Agreement, dated as of November 8, 2024, by and between the Company and the Manager (the “Offering

Agreement”).

This opinion is being furnished in connection

with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining

to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the

Shares. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration

Statement is effective under the Act.

In connection with this opinion, we have examined

and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and the Prospectus,

the Company’s articles of incorporation and bylaws, each as currently in effect, the Agreement, and such records, documents, certificates,

memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We

have assumed: the genuineness of all signatures, including endorsements; the legal capacity and competency of all natural persons; the

authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies, including

facsimile, electronic, certified or photostatic copies; the authenticity of the originals of all documents submitted to us as copies;

the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of

all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness

thereof. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we relied upon statements

and representations of officers and other representatives of the Company and others and of public officials and have not independently

verified such facts.

We express no opinion to the extent that future

issuances of securities of the Company and/or anti-dilution adjustments to outstanding securities of the Company cause the number of shares

of Common Stock outstanding or issuable upon conversion or exercise of outstanding securities of the Company to exceed the number of Shares

then issuable under the Agreement.

Based upon the foregoing and subject to the qualifications

and assumptions stated herein, we are of the opinion that, when the Shares are delivered to and paid for in accordance with the terms

of the Agreement, the Registration Statement and the Prospectus, and when evidence of the issuance thereof is duly recorded in the Company’s

books and records, the Shares will be validly issued, fully paid and non-assessable.

In rendering the foregoing opinion, we assumed

that (i) the Company will comply with all applicable requirements in the Nevada Revised

Statutes (the “NRS”) regarding uncertificated shares, and the transfer agent therefor will register the purchaser

of any uncertificated shares as the registered owner thereof in its stock transfer books and records, (ii) each sale of the Shares will

be duly authorized by the Company’s board of directors or a duly authorized committee thereof in accordance with the NRS, and (iii) upon

the issue of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of

shares of Common Stock the Company is then authorized to issue under its articles of incorporation.

The opinion which we render herein is expressly

limited solely with respect to the laws of the State of Nevada and is based on such laws as in effect on the date hereof. We express no

opinion to the extent that any other laws are applicable to the subject matter hereof and we express no opinion and provide no assurance

with respect to any other laws or as to compliance with any federal or state securities law, rule or regulation.

We hereby consent to the filing of this opinion

with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on or about the date hereof and incorporated

by reference into the Registration Statement. We also hereby consent to the reference to our firm in the “Legal Matters” section

in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required

under Section 7 of the Act or the General Rules and Regulations under the Act.

This opinion is rendered as of the date first

written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought

to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set

forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares

or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations

that parties other than the Company may have under or in respect of the Shares, or as to the effect that their performance of such obligations

may have upon any of the matters referred to above. No opinion may be implied or inferred beyond the opinion expressly stated above.

Respectfully Submitted,

/s/ Sheppard, Mullin, Richter & Hampton LLP

SHEPPARD, MULLIN, RICHTER &

HAMPTON LLP

EX-99.1 — PRESS RELEASE DATED MAY 28, 2026

EX-99.1

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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

Advisors LLC

Email:

investorrelations@rocketone.space

Phone:

(678) 570-6791

www.rocketone.space

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