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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): August
20, 2026
| Hawkeye Digital, 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.) |
|
350
Lincoln Road, 2nd Floor,
Miami
Beach, Florida |
|
33139 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area
Code: (800) 576-4953
Hawkeye
Systems, Inc.
(Former Name or Former Address, if Changed Since Last
Report)
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 5.03 | Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year. |
On August 20, 2026, Hawkeye Digital, Inc.
(the “Company”) filed the amendment and restatement of the Articles of Incorporation of the Company (the “Amended
and Restated Articles of Incorporation”) with the Secretary of State of the State of Nevada to amend and restate its articles
of incorporation. As previously reported, on June 17, 2026, a majority of the stockholders of the Company approved the Amended and
Restated Articles of Incorporation.
The Amended and Restated Articles of Incorporation
amends and restates the Company’s Articles of Incorporation in order to, among other things, change the corporate name from “Hawkeye
Systems, Inc.” to “Hawkeye Digital, Inc.”
The Amended and Restated Articles of Incorporation
also amends and restates the Company’s Articles of Incorporation in order to increase 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.
The Amended and Restated Articles of Incorporation
also amends and restates the Company’s Articles of Incorporation to classify the Board into three classes. The directors in each
class will serve for a three-year term, one class being elected each year by the Company’s stockholders.
The Company’s by-laws were amended and restated
and the amendment and restatement of the Bylaws of the Company became effective on August 20, 2026.
The foregoing summary of the Amended and Restated
Articles of Incorporation and the Amended and Restated Bylaws are qualified in their entirety by reference to the text of the Amended
and Restated Articles of Incorporation and the Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1 and 3.2 respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| |
|
|
| Exhibit No. |
|
Description |
| |
|
|
| 3.1 |
|
Amended and Restated Articles of Incorporation of Hawkeye Digital, Inc. |
| 3.2 |
|
Amended and Restated Bylaws of Hawkeye Digital, Inc. |
| 99.1 |
|
Press Release published on August 24, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 DIGITAL, INC. |
|
| |
|
|
|
| Date: August 24, 2026 |
By: |
/s/ David Wachsman |
|
| |
Name: |
David Wachsman |
|
| |
Title: |
President |
|
Exhibit 99.1
Hawkeye
Systems Rebrands as Hawkeye Digital, Inc.
ThinkEquity LLC, One of Wall Street’s
Leading Investment Banks, Becomes Financial Advisor to the Company
MIAMI BEACH, FL – August 24, 2026 –
Hawkeye Systems, Inc. (OTC:HWKE) (“Hawkeye” or the “Company”) today announced that the Company’s name has been changed
from Hawkeye Systems, Inc. to Hawkeye Digital, Inc. The new name, along with a new logo, reflects Hawkeye’s transformation into a private
equity and merchant banking platform focused on digital assets and advanced technology.
Alongside the rebrand, Hawkeye has relocated its
headquarters to Miami Beach, Florida. The Company is currently hiring merchant bankers to expand its advisory and capital markets team
as it builds out the platform.
Hawkeye operates two complementary businesses.
Its private equity arm pursues controlling investments in category-defining growth companies, while its merchant banking arm advises growth-stage
and public companies on capital formation, public market preparation, exchange listings, and strategic transactions. The Company’s initial
focus is digital asset businesses, including tokenization, wallets, stablecoins, and blockchain-based financial infrastructure businesses,
alongside artificial intelligence businesses as a foundational layer for financial services and other high-growth sectors.
David Wachsman, President of Hawkeye, said: “Our
new name reflects who we are today, and with our new name, we’ve launched a new brand identity for a platform built to identify and back
the companies shaping the next era of digital finance. Miami Beach puts us at the center of that opportunity, and the bankers joining
our team will help us act on it.”
“We are also pleased to announce that ThinkEquity
LLC, one of Wall Street’s leading investment banks, has become the Company’s financial advisor. The team at ThinkEquity has
been the underwriter and/or bookrunner for over $10 billion in capital raises for the crypto community, most notably Bitmine Immersion
Technologies, Inc. (NYSE:BMNR), a $13 billion dollar company,” said Wachsman.
“David Wachsman is one of the most connected
and influential figures in the crypto and digital finance community. Marty Sumichrast has been a long-standing client of our firm with
over 35 years of Wall Street experience. Hawkeye Digital is in the right place at the right time with the right people. The opportunity
for us to participate in what they are building is exciting, and we are honored to be part of the Hawkeye team,” said Joe Jaigobind,
CEO of ThinkEquity LLC.
For more information, please visit www.hwke.com
###
About Hawkeye Digital, Inc.
Hawkeye Digital, Inc. (OTC: HWKE) (“Hawkeye”) is a publicly
traded private equity and merchant banking platform dedicated to investing in and advising businesses at the forefront of the digital
economy and emerging technologies. Through its private equity platform, Hawkeye pursues controlling investments in category-defining growth
companies with the potential to become long-term market leaders. Through its merchant banking platform, the firm provides strategic advisory
services encompassing capital formation, public market preparation, and broader corporate positioning.
While Hawkeye’s initial focus is the rapidly evolving digital asset
industry, the firm intends to expand its investment and advisory activities across select high-growth sectors within financial services
and advanced technology.
For more information, please contact:
350 Lincoln Road, 2nd Floor Miami Beach, FL 33139 United States
Phone: +1-332-334-9551
Email: info@hwke.com
Website: www.hwke.com
Investor Relations: ir@hwke.com
Media Contact: hawkeye@wachsman.com