Welcome to our dedicated page for Hawkeye Digital SEC filings (Ticker: HWKE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Hawkeye Systems Inc.’s filings document governance changes, material agreements and reporting-status matters for the OTC public company. Form 8-K disclosures cover director appointments following a Schedule 14F-1 information statement and capital-structure agreements, including a convertible promissory note and note purchase agreement.
Other filings include Form 12b-25 notices related to delayed Form 10-Q reports. The record also identifies the company as a Nevada corporation with no securities registered under Section 12(b), while recurring disclosures address board composition, financing instruments and periodic-report compliance.
Hawkeye Systems, Inc. (OTC: HWKE), now doing business as Hawkeye Digital, Inc., amended and restated its Articles of Incorporation and Bylaws effective August 20, 2026. The amendments change the corporate name to Hawkeye Digital, Inc. and significantly expand its authorized capital structure.
The company increased authorized shares of capital stock from 450,000,000 (400,000,000 common; 50,000,000 preferred) to 10,050,000,000 (10,000,000,000 common; 50,000,000 preferred) and classified its Board of Directors into three classes, each serving three-year staggered terms. Hawkeye also rebranded around a strategy as a private equity and merchant banking platform focused on digital assets and advanced technology, relocated its headquarters to Miami Beach, Florida, and began building an advisory and capital markets team.
The company announced that ThinkEquity LLC has become its financial advisor. ThinkEquity’s team has served as underwriter and/or bookrunner for over $10 billion in capital raises for the crypto community, including work with Bitmine Immersion Technologies, Inc., described as a $13 billion company.
Hawkeye Systems, Inc. amended a previously filed current report to correct a typographical error and detail recent unregistered warrant issuances. On July 20, 2026, the company entered into subscription agreements with 15 accredited investors for Common Stock Purchase Warrants linked to common stock.
The Warrants allow purchases of an aggregate 14,000,000 common shares at a purchase and exercise price of $0.01 per share, exercisable in whole or in part until December 31, 2026. The agreements were issued as partial consideration under a financial advisory agreement with ThinkEquity LLC and rely on a Section 4(a)(2) Securities Act exemption, so the securities remain restricted unless later registered or sold under another exemption.
Hawkeye Systems, Inc. reported that on July 20, 2026, it entered into subscription agreements with 15 accredited investors for the sale of Common Stock Purchase Warrants. The Warrants grant rights to purchase an aggregate of 14,000,000 shares of common stock at a purchase price and exercise price of $0.01 per share, exercisable in whole or in part until December 31, 2026.
The subscription agreements were entered as partial consideration under a financial advisory agreement with ThinkEquity LLC. The Warrants were offered and issued in reliance on exemptions from registration, including Section 4(a)(2) of the Securities Act and corresponding state securities law provisions.
Hawkeye Systems, Inc. obtained written consent from holders of approximately 90.97% of its voting power on June 17, 2026 to approve major corporate changes without holding a stockholder meeting. As of that date, 266,052,926 common shares were outstanding, with Hawkeye Holdco LLC controlling 242,017,296 shares.
Stockholders approved an amended and restated charter renaming the company Hawkeye Digital, Inc., increasing authorized common stock to 10,000,000,000 shares and preferred stock to 50,000,000 shares, and establishing a classified board divided into three classes serving staggered three‑year terms. The charter and bylaws embed multiple anti‑takeover and governance provisions, including board‑only power to call special meetings, advance notice for proposals, written consents, director removal thresholds, Nevada forum selection, and broad limitation of director and officer liability and indemnification.
Stockholders also approved a new 2026 Equity Incentive Plan covering up to 50,000,000 shares plus an annual “evergreen” increase linked to shares outstanding, with a disclosed maximum aggregate market value of about $12.4 million based on the July 10, 2026 OTC price. The plan authorizes stock options, stock appreciation rights, restricted stock, RSUs, performance shares and other equity or cash awards for employees, officers, directors and consultants.
Hawkeye Systems, Inc. disclosed that holders of a majority of its voting power approved written-consent actions on June 17, 2026, including an amendment and restatement of its Articles of Incorporation (the "Restated Charter") and adoption of a 2026 Equity Incentive Plan. The Restated Charter will increase authorized Common Stock to 10,000,000,000 shares, authorize 50,000,000 shares of Preferred Stock, reclassify the Board into three classes, and change the company name to Hawkeye Digital, Inc.
The Information Statement states that 266,052,926 shares were outstanding as of June 17, 2026, and that Hawkeye Holdco LLC holds 242,017,296 shares (approximately 90.97% of outstanding voting power). The 2026 Plan reserves 50,000,000 shares for awards. The corporate actions will become effective 20 days after mailing (expected on or about July 13, 2026).
Hawkeye Systems, Inc. disclosed a Purchase Agreement to sell a portion of its minority stake in Rift Cyber, LLC. The company agreed to sell a 5.1% membership interest in Rift, which represents 20.4% of Hawkeye’s ownership stake, to Roy Pritchett, Jr. for $13,222, effective June 30, 2026. After the transaction, Hawkeye continues to hold a 19.9% membership interest in Rift. The deal is documented through a Purchase Agreement and an Assignment of Membership Interest, with Hawkeye warranting clear title to the interest being transferred.
Hawkeye Systems, Inc. reported several major governance and capital-structure changes approved on June 17, 2026. The company dismissed Fruci & Associates II, PLLC as its independent auditor and appointed Grassi & Co., CPAs, P.C., noting there were no disagreements or reportable events with the former auditor and that prior audit opinions were unmodified.
A majority stockholder, Hawkeye Holdco, LLC, holding 242,017,296 shares representing approximately 90.1% of voting power, approved an amended and restated charter to rename the company Hawkeye Digital, Inc., increase authorized capital from 450,000,000 to 10,050,000,000 shares, and classify the board into three staggered classes. The same consent authorized a reverse stock split at a ratio between 1-for-2 and 1-for-20 to be implemented at the board’s discretion before June 17, 2027, and approved a 2026 Equity Incentive Plan.
Hawkeye HoldCo LLC and related parties have disclosed control-level ownership of Hawkeye Systems, Inc. common stock. Through Hawkeye HoldCo LLC, MCIMAC, LLC and Martin A. Sumichrast may be deemed to beneficially own 242,017,296 shares of common stock, representing 90.1% of the 266,052,926 shares outstanding as of June 3, 2026.
The position reflects several recent transactions. On June 1, 2026, Hawkeye HoldCo converted a $2,767,756 principal amount convertible note into 23,064,634 shares. On June 3, 2026, it purchased a Common Stock Purchase Warrant for $2,218,786, exercisable for 221,878,595 shares at $0.01 per share, and on June 11, 2026, exercised the warrant on a cashless basis for 218,952,662 shares.
The filing states that, as a substantial owner, Hawkeye HoldCo may influence corporate actions requiring shareholder approval and that the reporting persons may engage with management, the board, and other stockholders on capitalization, ownership structure, governance and potential business combinations or dispositions.
Hawkeye Systems, Inc. director and ten percent owner Martin A. Sumichrast reported an indirect exercise of derivative securities through Hawkeye Holdco LLC. The filing shows the exercise of rights into 218,952,662 shares of Common Stock at $0.01 per share, increasing indirect holdings to 242,017,296 Common shares.
The report also lists a remaining Warrant (Right to Buy) with an exercise price of $0.01 per share, expiring on March 31, 2027, tied to 221,878,595 underlying Common shares. A footnote explains these securities are owned by Hawkeye Holdco LLC, where Sumichrast is the sole managing member, and he disclaims beneficial ownership except to the extent of his pecuniary interest.
Hawkeye HoldCo LLC, a more than ten percent owner of Hawkeye Systems, Inc., exercised derivative securities to acquire 218,952,662 shares of common stock at $0.01 per share on June 11, 2026.
Following the transaction, Hawkeye HoldCo LLC directly holds 242,017,296 common shares. It also reports a warrant described as a “Warrant (Right to Buy)” covering 221,878,595 underlying common shares at an exercise price of $0.01 per share, expiring on March 31, 2027.