Hawkeye Systems (OTC: HWKE) adds $5M equity as Holdco reaches 90% stake
Rhea-AI Filing Summary
Hawkeye Systems, Inc. entered into a Subscription Agreement with Hawkeye Holdco LLC for a Common Stock Purchase Warrant to buy 221,878,595 shares of common stock at an exercise price of $0.01 per share, exercisable until March 31, 2027. Hawkeye Holdco also elected to convert a Convertible Promissory Note with an original principal amount of $2,767,756 into 23,064,634 common shares at $0.12 per share, and 2,000 shares of Series A Convertible Preferred Stock held by Steve Hall were mandatorily converted into 13,000,000 common shares. A related press release states the company added $5 million in equity through a $2.3 million cash infusion and $2.7 million of debt converted to equity, and that Hawkeye Holdco now holds approximately 90% ownership on a fully diluted basis while Hawkeye pivots toward digital asset and merchant banking operations.
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Insights
Hawkeye executes a major recapitalization, adding equity, cutting debt, and concentrating control.
The company reports a $5 million equity addition, combining a $2.3 million cash infusion with conversion of $2.7 million of debt into equity by Hawkeye Holdco LLC. This reduces financial leverage and boosts working capital, which can support the stated expansion strategy.
Holdco receives a warrant for 221,878,595 shares at $0.01 per share and converts a $2,767,756 Convertible Promissory Note into 23,064,634 shares, while 13,000,000 shares are issued via mandatory preferred conversion. The press release states Holdco now has roughly 90% fully diluted ownership, implying substantial dilution and a tightly controlled shareholder base.
The company outlines plans to focus on private equity and merchant banking tied to digital assets, supported by external advisers. Future filings that quantify operating performance in these new lines will help investors gauge whether the strengthened balance sheet and new strategy translate into sustainable revenue and earnings.
8-K Event Classification
Key Figures
Key Terms
Common Stock Purchase Warrant financial
Convertible Promissory Note financial
Mandatory Conversion financial
digital asset sector financial
merchant banking operations financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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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:
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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 1.01 Entry Into a Material Definitive Agreement.
On June 3, 2026, Hawkeye Systems, Inc. (the “Company”) entered into a Subscription Agreement with Hawkeye Holdco LLC, a Wyoming limited liability company (“HH”) (the “Subscription Agreement”) for the sale of a Common Stock Purchase Warrant (the “Warrant”), dated June 3, 2026, by and between the Company and HH, granting HH the right to purchase 221,878,595 shares of Company common stock, at a purchase price of $.01 per share.
Under the terms of the Warrant, HH may exercise the purchase rights in the Warrant, in whole or in part, at any time or times on or before March 31, 2027, at an exercise price of $0.01 per share.
The foregoing descriptions of the Subscription Agreement and the Warrant are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and each of which is incorporated herein in its entirety by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 above is incorporated by reference into this Item 3.02. The Warrant was 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 Item 1.01, 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 8.01 Other Events.
On June 1, 2026, HH executed an Election to Convert (the “Election to Convert”) pursuant to that certain Convertible Promissory Note, dated as of April 1, 2026, by the Company to HH, with an original principal amount of $2,767,756 (the “Convertible Promissory Note”). Per the Election to Convert, HH elected to convert the entirety of the Convertible Promissory Note’s outstanding principal amount of $2,767,756 into 23,064,634 shares of Company common stock, at a conversion price of $0.12 per share.
Upon the sale of the Warrant, Steve Hall (“Hall”), as a holder of 2,000 shares of Company Series A Convertible Preferred Stock, par value $0.0001 per share, (“Preferred Stock”) was subject to a mandatory conversion of Preferred Stock (the “Mandatory Conversion”), in accordance with Section 6(a)(ii)(B) of the Certificate of Designation of Series A Convertible Preferred Stock of the Company, as filed with the Nevada Secretary of State on April 1, 2026. On June 3, 2026, Hall was issued 13,000,000 shares of Company common stock as a result of the Mandatory Conversion.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Subscription Agreement, dated June 3, 2026, by and between Hawkeye Systems, Inc. and Hawkeye Holdco LLC. | |
| 10.2 | Common Stock Purchase Warrant, dated June 3, 2026, by and between Hawkeye Systems, Inc. and Hawkeye Holdco LLC. | |
| 99.1 | Press Release published on June 5, 2026. | |
| 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: June 5, 2026 | By: | /s/ Quinton Byron Hamlett | |
| Name: | Quinton Byron Hamlett |
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| Title: | Chief Financial Officer | ||
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Exhibit 99.1
Hawkeye Systems Strengthens Balance Sheet with $5 Million Equity Addition as Investment Group Led by David Wachsman and Martin Sumichrast Increasing Controlling Stake in HWKE to 90%
Company activates strategic infrastructure expansion into digital asset sector and merchant banking operations
Charlotte, NC — June 5, 2026 — Hawkeye Systems Inc. (“Hawkeyeˮ or the “Companyˮ) OTC: HWKE) (“Hawkeye”), a technology holding company, today announced a substantial capital restructuring and strategic expansion, adding $5 million in equity to its balance sheet. This capital milestone was achieved through a $2.3 million cash infusion for working capital alongside the conversion of $2.7 million in debt to equity by its majority stakeholder, Hawkeye Holdco, LLC, a private holding company led by Hawkeye Systems President David Wachsman and Chairman Martin Sumichrast. Following this transaction, Hawkeye Holdco, LLC has an approximate 90% ownership stake in the company on a fully diluted basis.
Investors participating with Hawkeye Holdco represent a number of leading digital asset pioneers and investors, including Carlos Domingo, Founder & CEO of Securitize, Trevor Koverko, Founder of Polymath and Sapien, and Michael Maloney, Board Member at BitMine Immersion Technologies (NYSE:BMNR), as well as veterans from Wall Street, such as Tom Finke, former Chairman & CEO of Barings Asset Management and “Coach Pete” D’Arruda, former two-time President of the International Association of Registered Financial Consultants and founder of Capital Financial.
With a fortified capital structure, Hawkeye is now ramping up its operations with the retention of various top-level service providers, including Wachsman LLC, American Capital Partners, ThinkEquity LLC, Blank Rome LLP, and Morrison Cohen LLP.
Building upon this operational momentum and equity infusion, Hawkeye intends to accelerate growth in its Private Equity and Merchant Banking business units and has commenced a search for world-class talent. On the private equity side, the company has initiated its evaluation of acquisition opportunities within the digital asset sector. The firm is evaluating companies that meet its investment criteria, which include substantive operational histories, igh-growth potential, and track records across spaces including custody and tokenization, stablecoins and payments, and the core operational infrastructure supporting digital asset technologies. Within its merchant banking operations, Hawkeye plans to provide clients with comprehensive capital markets and corporate advisory services.
In alignment with these initiatives, Hawkeye intends to attract top-level talent to manage its Private Equity and Merchant Banking business units. Hawkeyeʼs initial focus will be to acquire companies in the digital asset space, potentially targeting custody and tokenization services, stablecoin payments, and operations and infrastructure related to these verticals. Hawkeye will also be marketing its full-service business advisory unit, which is expected to provide 24-hour media coverage and proprietary AI-enabled public and investor relations services in conjunction with its service provider, Wachsman LLC, which has served hundreds of clients globally and provided strategic media advisory and other services since 2015. Inquiries and deal proposals should be directed to the Hawkeyeʼs investor relations team at info@hwke.com. Hawkeye’s current business lines, including its cybersecurity holdings, will continue to be evaluated.
"Securing this capital infusion and finalizing our controlling ownership provides Hawkeye with the runway required for substantive operational scaling. We have assembled a network of top-tier advisors to support our mandates and are now fully focused on growing our business in high-growth digital asset verticals and onboarding clients to our newly launched merchant banking advisory division,ˮ said David Wachsman, President of Hawkeye.
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About Hawkeye Systems, Inc
Hawkeye Systems, Inc. (OTC: HWKE) (“Hawkeye”) is a technology holding company focused on crypto, digital assets, and other advanced financial services and vanguard technology sectors. Hawkeye is to transition its existing operations to develop its two core lines of business: private equity and corporate advisory services. The firmʼs initial focus will be to identify opportunities in the crypto and blockchain sector, before planned expansion into other high-growth verticals in financial services and advanced technology.
For more information, please visit www.hwke.com
For more information, please contact:
Phone: +1 (800) 576-4953
Email: info@hwke.com
Website: www.hwke.com Investor Relations: ir@hwke.com
Media Contact: hawkeye@wachsman.com
Forward-Looking Statements
This press release may contain “forward-looking statementsˮ within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to the cybersecurity technology, our growth strategy, and product development, including that of the cyber application, no relevant operating history in corporate advisory or the crypto and digital asset industry, our common stock trading on the OTC Markets, and any other statements that are not historical facts. Forward-looking statements are based on managementʼs current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price.
Factors that could cause actual results to differ materially from those currently anticipated are: risks related to our growth strategy; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; our dependence on third-party suppliers and partners; our ability to attract, integrate, and retain key personnel; the early stage of Rythe products under development; our need for and ability to obtain substantial additional funds; our ability to identify and make profitable investments; risks related to the crypto and digital asset industry; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. Important factors that may cause the actual results to differ from those expressed within may include, but are not limited to: the success or failure of Hawkeyeʼs efforts to successfully market its any of its products or services; Hawkeyeʼs ability to attract and retain quality employees; the effect of changing economic and geopolitical conditions; increased competition; and the ability of Hawkeye to obtain adequate debt or equity financing. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
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