Hawkeye Systems, Inc. 8-K

What Happened

• On April 1, 2026, Hawkeye Systems, Inc. announced several financing and governance transactions. The company issued a non‑interest bearing Convertible Promissory Note to Hawkeye Holdco LLC (HH) for $2,767,756 (maturing in 24 months) in exchange for an existing note previously held by Steve Hall. The note is convertible into common stock at an initial Conversion Price of $0.12 per share (with customary anti‑dilution adjustments) and includes limited repurchase rights for Hall under specified triggers.
• Also on April 1, 2026, Steve Hall purchased 2,000 shares of newly designated Series A Convertible Preferred Stock for $200,000. If all 2,000 preferred shares are converted, the holder would receive shares equal to 7% of the company’s fully diluted common stock immediately after conversion (pro rata if partially converted). Hawkeye entered into an Investor Rights Agreement granting HH registration and piggyback rights and requiring the board be expanded from one to five directors with four board seats designated by HH (subject to Schedule 14f‑1 timing).
• Additional actions: a Settlement Agreement with Eagle Equities LLC to pay $44,000 and issue 500,000 common shares in exchange for mutual releases; and Stock Option Cancellation Agreements canceling options to purchase 177,600 shares for nominal consideration ($1 per holder).

Key Details

• Convertible Promissory Note: $2,767,756 principal, non‑interest bearing, 24‑month maturity, initial conversion price $0.12; conversion allowed at holder’s election; anti‑dilution adjustments included.
• Series A Preferred: 2,000 shares sold for $200,000; conversion mechanics yield 7% of fully diluted common stock if fully converted.
• Governance: Board to increase from 1 to 5 directors; HH to designate four directors (appointments subject to Schedule 14f‑1 procedures).
• Other: Settlement with Eagle — $44,000 cash + 500,000 common shares; cancellation of options covering 177,600 shares for nominal consideration.

Why It Matters

• Financing and potential dilution: The convertible note and Series A preferred convertible terms create a measurable potential increase in outstanding common shares if converted, which can dilute existing shareholders. The conversion price ($0.12) and the preferred’s 7% fully‑diluted stake are concrete metrics investors can use to model dilution.
• Governance and control: HH gains significant governance influence via four board seats and registration rights, which could affect company strategy and future financings. Registration rights also make resale of HH’s shares more feasible if registration statements are filed and declared effective.
• Liability resolution and capital structure cleanup: The settlement with Eagle resolves certain claims for a defined cash and share payment, and the cancellation of 177,600 option shares removes potential future dilution (albeit for nominal consideration). Together these moves materially change the company’s capital structure and investor rights profile, important factors for shareholders evaluating risk and ownership stakes.