STOCK TITAN

Hawkeye Systems, Inc. (HWKE) grants 14M low-priced stock warrants

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

The amendment’s mechanics mean the disclosed 14,000,000 shares are an exercise capacity, not a reported issuance of the underlying common stock. If exercised, issuing those shares would increase total share count and reduce existing holders’ percentage ownership, absent offsetting changes.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Warrant Shares 14,000,000 shares Aggregate common shares purchasable under the Warrants
Purchase Price $0.01 per share Purchase price for common stock under the Warrants
Exercise Price $0.01 per share Exercise price for each Warrant share
Number of Investors 15 accredited investors Investors party to the July 20, 2026 subscription agreements
Warrant Agreement Date July 20, 2026 Date of the Common Stock Purchase Warrants
Warrant Expiration December 31, 2026 Latest date Warrants may be exercised
Common Stock Purchase Warrants financial
"for the sale of Common Stock Purchase Warrants (the “Warrants”)"
Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.
accredited investors regulatory
"subscription agreements with 15 accredited investors (the “Purchasers”)"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Section 4(a)(2) regulatory
"in reliance upon exemptions from registration provided by Section 4(a)(2) under the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
financial advisory agreement financial
"entered as partial consideration pursuant to a financial advisory agreement entered into with ThinkEquity LLC"
exemptions from registration regulatory
"The Warrants were offered and issued in reliance upon exemptions from registration"
Exemptions from registration are legal allowances that let a company sell securities without going through the full public registration process required by securities laws. Think of it as a fast-pass that avoids the standard paperwork and public disclosures; it helps companies raise money more quickly and cheaply but usually means investors get less information and fewer procedural protections. Investors should care because these offerings can carry higher risk and require more due diligence.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Hawkeye Systems (HWKE) disclose in this amended report?

Hawkeye Systems, Inc. filed an amendment correcting a typographical error and describing new unregistered Common Stock Purchase Warrants. These Warrants cover up to 14,000,000 common shares under subscription agreements dated July 20, 2026, with accredited investors.

What are the key terms of the new Hawkeye Systems (HWKE) warrants?

The Warrants permit purchases of up to 14,000,000 Hawkeye common shares at a $0.01 per share purchase and exercise price. They are exercisable in whole or in part at any time on or before December 31, 2026.

Who bought the Hawkeye Systems (HWKE) warrants and how many were involved?

Hawkeye Systems entered subscription agreements with 15 accredited investors for Common Stock Purchase Warrants. Collectively, these Warrants are exercisable for an aggregate of 14,000,000 shares of the company’s common stock at $0.01 per share.

Are the new Hawkeye Systems (HWKE) securities registered under the Securities Act?

No. The Warrants and related securities were issued relying on Section 4(a)(2) exemptions and applicable state law exemptions. They were not registered and may be offered or sold in the United States only upon registration or an available exemption.

What is the expiration date for the Hawkeye Systems (HWKE) warrants?

Each Common Stock Purchase Warrant is exercisable at any time or times on or before December 31, 2026. After that date, any unexercised Warrants would no longer permit purchases of Hawkeye Systems common stock at the $0.01 price.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): July 20, 2026

 

Hawkeye Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

 

Nevada   000-56332   83-0799093

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

7401 Carmel Executive Park Drive, Suite 315

Charlotte, NC

 

 

28226

(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (800) 576-4953

 

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: None

  

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. .

 

 

 

 

   

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A (this "Form 8-K/A") is an amendment to the Current Report on Form 8-K filed by Hawkeye Systems, Inc. with the Securities and Exchange Commission on July 22, 2026 (the "Original 8-K"). This Form 8-K/A is being filed to correct a typographical error in Item 3.02 of the Original 8-K.

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On July 20, 2026, Hawkeye Systems, Inc. (the “Company”) entered into subscription agreements with 15 accredited investors (the “Purchasers”) for the sale of Common Stock Purchase Warrants (the “Warrants”), dated July 20, 2026, granting the Purchasers the right to purchase an aggregate of 14,000,000 shares of Company common stock, at a purchase price of $.01 per share. Each Warrant is exercisable, in whole or in part, at any time or times on or before December 31, 2026, at an exercise price of $.01 per share. The subscription agreements were entered as partial consideration pursuant to a financial advisory agreement entered into with ThinkEquity LLC.

 

The Warrants were offered and issued in reliance upon exemptions from registration provided by Section 4(a)(2) under the Securities Act and corresponding provisions of state securities laws. Accordingly, none of the securities issued and to be issued related to the transactions included in this Item 3.02, were or will be registered under the Securities Act as of their respective dates of issuance, and until registered, these securities may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration.

 

Item 9.01 Financial Statements and Exhibits.

     
Exhibit No.   Description
     
4.1   Form of Common Stock Purchase Warrant, by and between Hawkeye Systems, Inc. and Purchaser
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HAWKEYE SYSTEMS, INC.  
       
Date: July 23, 2026 By: /s/ Quinton Byron Hamlett  
  Name: Quinton Byron Hamlett  
  Title: Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Filing Exhibits & Attachments

4 documents