Up to $6,829,000

Common Stock

 

Rocket One Inc.

 

This Amendment No. 2 to prospectus supplement ("Amendment No. 2") 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 and as amended by the prospectus supplement Amendment No. 1, dated May 27, 2026 (collectively, the "Prior Prospectuses"). This Amendment No. 2 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. 2 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 8,124,155 shares of common stock for gross proceeds of approximately $9.27 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 $6,829,000 of our common stock for sale under the Sales Agreement, not including the shares of common stock previously sold pursuant to the Sales Agreement.