Hawkeye Systems OKs name change, 10B-share authorization

Hawkeye Systems, Inc. reported several major governance and capital-structure changes approved on June 17, 2026.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Hawkeye’s amended charter authorizes up to 10,050,000,000 shares and permits a 1-for-2 to 1-for-20 reverse stock split at the board’s discretion before June 17, 2027, changes that could enable substantial future equity issuance and alter shareholder dynamics.

Insights

Capital structure and governance analyst

Hawkeye centralizes control, massively expands share capacity, and readies a flexible reverse split.

Hawkeye Systems, soon to be Hawkeye Digital, is reshaping its governance and capital structure under the direction of a controlling holder with approximately 90.1% of voting power. The charter amendment raises authorized stock from 450,000,000 to 10,050,000,000 shares, giving the company very broad capacity for future equity issuance.

The board will be reclassified into three staggered classes with three-year terms, which typically makes board turnover slower. A reverse stock split in a range of 1-for-2 to 1-for-20 may be implemented at the board’s discretion any time before June 17, 2027. The filing also notes an auditor change from Fruci & Associates II, PLLC to Grassi & Co., CPAs, P.C., with no disagreements or reportable events disclosed.

The combination of a large increase in authorized shares, a flexible reverse-split mandate, and a classified board is a significant governance and capital-structure shift. Actual impact will depend on how much new equity the company issues and how it uses the added capacity in future periods.

8-K Event Classification

4 items: 4.01, 5.02, 5.07, 9.01

4 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Majority holder shares: 242,017,296 shares Prior authorized capital: 450,000,000 shares New authorized capital: 10,050,000,000 shares +3 more

6 metrics

Majority holder shares 242,017,296 shares Held by Hawkeye Holdco, LLC; approximately 90.1% voting power

Prior authorized capital 450,000,000 shares 400,000,000 common; 50,000,000 preferred before amendment

New authorized capital 10,050,000,000 shares 10,000,000,000 common; 50,000,000 preferred after amendment

Reverse split range 1-for-2 to 1-for-20 Authorized ratio range for common stock reverse split

Reverse split window Until June 17, 2027 Board may implement reverse split any time before this date

Board term length Three-year terms Directors in each of three classes serve three-year terms

Key Terms

reverse stock split, Amended and Restated Articles of Incorporation, Equity Incentive Plan, classified board, +2 more

6 terms

reverse stock split financial

"approved a reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than 1-for-2 nor greater than 1-for-20"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Amended and Restated Articles of Incorporation regulatory

"an amendment (the “Amended and Restated Articles of Incorporation”) to the Company’s Articles of Incorporation"

A company's amended and restated articles of incorporation are an updated, single-version legal document that replaces its original founding papers to reflect changes in the company’s basic rules—like its capital structure, classes of stock, voting rights, or board arrangements. Investors care because these updates can change who controls the company, how dividends or profits are shared, or whether existing shares are diluted; think of it as an updated blueprint that can alter ownership and value.

Equity Incentive Plan financial

"approved the Hawkeye Digital, Inc. 2026 Equity Incentive Plan (the “Equity Incentive Plan”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

classified board regulatory

"a reclassification of the Board into three classes, pursuant to which the directors in each class will serve for a three-year term"

A classified board is a company board structure where directors are split into groups that stand for election in different years, so only a portion of directors can be replaced at any one annual meeting. This is like changing only a few players on a sports team each season rather than swapping the whole roster at once; for investors it matters because it slows down large-scale board changes, affecting how quickly shareholders can push for new leadership or respond to takeover offers and thereby influencing governance risk and valuation.

Information Statement regulatory

"The Company intends to file an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934"

An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.

reportable events regulatory

"there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Hawkeye Systems (HWKE) disclose on June 17, 2026?

Hawkeye Systems dismissed Fruci & Associates II, PLLC as independent auditor and appointed Grassi & Co., CPAs, P.C. The company stated Fruci’s reports for the June 30, 2024 and 2025 fiscal years were unmodified and that there were no disagreements or reportable events.

What capital structure changes did Hawkeye Systems (HWKE) approve in the amended charter?

The amended charter increases authorized capital from 450,000,000 to 10,050,000,000 shares. This includes 10,000,000,000 shares of common stock and 50,000,000 shares of preferred stock, significantly expanding the company’s capacity to issue additional equity securities in the future.

What reverse stock split did Hawkeye Systems (HWKE) authorize?

Shareholders authorized a reverse stock split of Hawkeye’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-20. The exact ratio and effective date are left to the board’s discretion, any time before June 17, 2027, to be announced publicly.

How much control does Hawkeye Holdco, LLC have over Hawkeye Systems (HWKE)?

Hawkeye Holdco, LLC holds 242,017,296 shares, representing approximately 90.1% of the company’s voting power. This majority position allowed it, via written consent, to approve the charter amendment, reverse split authorization, and the 2026 Equity Incentive Plan without a broader shareholder vote.

What governance changes were approved for Hawkeye Systems (HWKE)’s board of directors?

The amended charter reclassifies the board into three classes, with directors in each class serving three-year terms. One class will be elected each year by shareholders, creating a staggered or classified board structure that generally reduces the frequency of full board elections.

What is the Hawkeye Digital, Inc. 2026 Equity Incentive Plan mentioned for HWKE?

The 2026 Equity Incentive Plan, approved by a majority of stockholders, is designed to attract and retain employees, consultants, and directors. It aligns their interests with shareholders by providing equity-based incentives, with detailed terms set out in the plan text filed as Exhibit 10.1.

When will Hawkeye Systems (HWKE)’s charter amendments become effective?

The amended and restated articles of incorporation will be filed with the Nevada Secretary of State and become effective on the twenty-first day after the company mails its Section 14(c) Information Statement to stockholders, as described in the disclosure.

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

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Accepted by SEC EDGAR 06/22/2026 - 05:50 PM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 17, 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. ☐.

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Previous Independent Registered Public Accounting Firm.

	i.	On June 17, 2026, Hawkeye Systems, Inc. (the “Company”) dismissed Fruci & Associates II, PLLC (“Fruci”) its independent registered public accounting firm. The board of directors of the Company (the “Board”) approved such dismissal on June 17, 2026, subject to acceptance by the Company’s new independent registered public accounting firm of the Company as a client.
	ii.	The Board participated in and approved the decision to change the Company’s independent registered public accounting firm.
	iii.	Fruci’s reports on the financial statements of the Company as of and for the years ended June 30, 2024 and 2025 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
	iv.	In connection with the audits of the financial statements of the Company for the years ended June 30, 2024 and 2025 and the subsequent interim period through June 17, 2026, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with Fruci’s opinion to the subject matter of the disagreement.
	v.	In connection with the audited financial statements of the Company for the year ended June 30, 2024 and 2025 and the subsequent interim period through June 17, 2026, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.
	vi.	The Company provided Fruci with a copy of this Current Report on Form 8-K and requested that Fruci furnish it with a letter addressed to the SEC stating whether or not they agree with the above statements. The Company has received the requested letter from Fruci, and a copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm.

	i.	On June 17, 2026, the Board appointed Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s new independent registered public accounting firm. The decision to engage Grassi was approved by the Board on June 17, 2026, subject to acceptance by the Company’s new independent registered public accounting firm of the Company as a client.
	ii.	Prior to June 17, 2026, the Company did not consult with Grassi regarding (1) the application of accounting principles to a specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) of Regulation S-k or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2026, a majority of the stockholders of the Company approved the Hawkeye Digital, Inc. 2026 Equity Incentive Plan (the “Equity Incentive Plan”).

2

The purpose of the Equity Incentive Plan is to attract and retain the best available personnel for positions of responsibility with the Company, to provide incentives to them and align their interests with those of the Company’s shareholders, and to thereby promote the Company’s long-term business success. Eligible participants are the employees, consultants and directors of the Company and its affiliates and such other individuals designated by the Committee, as defined in the Equity Incentive Plan, who are reasonably expected to become employees, consultants and directors after the receipt of awards under the Equity Incentive Plan.

The foregoing summary of the Equity Incentive Plan is qualified in its entirety by reference to the text of the Equity Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 17, 2026, a written consent (the “Written Consent”) was delivered to the Board from Hawkeye Holdco, LLC (the “Majority Stockholder”), the holder of 242,017,296 shares, approximately 90.1% of the voting power, of the Company’s issued and outstanding common stock, par value $0.0001 per share. Pursuant to the Written Consent, the Majority Stockholder approved (i) an amendment (the “Amended and Restated Articles of Incorporation”) to the Company’s Articles of Incorporation to, among other things, effectuate (a) a corporate name change of the Company from “Hawkeye Systems, Inc.” to “Hawkeye Digital, Inc.,” (b) an increase in the total number of authorized shares of capital stock which the Company shall have authority to issue, from 450,000,000 shares, consisting of 400,000,000 shares of common stock and 50,000,000 shares of preferred stock, to 10,050,000,000 shares, consisting of 10,000,000,000 shares of common stock and 50,000,000 shares of preferred stock and (c) a reclassification of the Board into three classes, pursuant to which the directors in each class will serve for a three-year term, one class being elected each year by the Company’s stockholders; (ii) a reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than 1-for-2 nor greater than 1-for-20, (the “Reverse Stock Split”) with the implementation and exact effective date of the Reverse Stock Split to be determined at the discretion of the Board and included in a public announcement, at any time prior to June 17, 2027; and (iii) the Equity Incentive Plan. The information regarding the Equity Incentive Plan above in Item 5.02 is incorporated by reference into this Item 5.07.

The Company intends to file an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, to the Securities and Exchange Commission. The Amended and Restated Articles of Incorporation will be filed with the Secretary of State of Nevada and will become effective on the twenty-first (21^st) day after the Information Statement is mailed to the Company’s stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Hawkeye Digital, Inc. 2026 Equity Incentive Plan
16.1		Letter from Fruci & Associates II, PLLC dated June 17, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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: June 22, 2026	By:	/s/ David Wachsman
	Name:	David Wachsman
	Title:	President

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Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 2026 EQUITY INCENTIVE PLAN 165.8 KB

Other Documents

• EX-16.1 LETTER FROM FRUCI & ASSOCIATES II, PLLC DATED JUNE 17, 2026 3.1 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB