Hawkeye Systems (HWKE) sells warrants tied to up to 14M common shares

Rhea-AI Filing Summary

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.

Filing Explained

If exercised by December 31, 2026, the warrants could add 14,000,000 shares and reduce existing holders’ percentage ownership.

The company reports that on July 20, 2026, it issued warrants to 15 accredited investors for rights to purchase 14,000,000 common shares through December 31, 2026; the underlying shares are not reported as issued, so the current event is warrant issuance rather than share issuance.

Under the supplied dilution definition, issuing additional shares increases the share count and reduces existing holders’ percentage ownership absent offsetting changes; here, that consequence is conditional on exercise of the warrants.

The December 31, 2026 exercise deadline is the key watch point; a subsequent disclosure of exercise or share issuance would establish whether the potential dilution progressed beyond the warrant stage.

8-K Event Classification

2 items: 3.02, 9.01

2 items

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.

Key Figures

Transaction date: July 20, 2026 Number of accredited investors: 15 investors Shares underlying Warrants: 14,000,000 shares +3 more

6 metrics

Transaction date July 20, 2026 Date Hawkeye Systems entered Warrant subscription agreements

Number of accredited investors 15 investors Purchasers under the Warrant subscription agreements

Shares underlying Warrants 14,000,000 shares Aggregate common stock purchasable under the Warrants

Purchase price per share $0.01 per share Price for common shares obtainable through the Warrants

Exercise price per share $0.01 per share Exercise price for Warrants exercisable until December 31, 2026

Warrant expiration date December 31, 2026 Latest date on which the Warrants may be exercised

Key Terms

Common Stock Purchase Warrant, accredited investors, Section 4(a)(2), financial advisory agreement, +1 more

5 terms

Common Stock Purchase Warrant financial

"for the sale of Common Stock Purchase Warrants granting rights to purchase shares"

A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.

accredited investors financial

"entered into subscription agreements with 15 accredited investors for the sale"

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

"offered and issued in reliance upon exemptions from registration provided by Section 4(a)(2)"

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

"subscription agreements were entered as partial consideration pursuant to a financial advisory agreement"

exemptions from registration regulatory

"Warrants were offered and issued in reliance upon exemptions from registration provided by Section 4(a)(2)"

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 securities did Hawkeye Systems (HWKE) agree to sell on July 20, 2026?

Hawkeye Systems agreed to sell Common Stock Purchase Warrants to 15 accredited investors. These Warrants allow purchases of an aggregate 14,000,000 shares of common stock at a $0.01 purchase and exercise price per share, exercisable until December 31, 2026.

What is the exercise price and term of Hawkeye Systems (HWKE) new Warrants?

Each Warrant carries an exercise price of $0.01 per share and is exercisable in whole or in part. The Warrants may be exercised at any time on or before December 31, 2026, according to the company’s disclosure.

How many investors participated in Hawkeye Systems (HWKE) Warrant transaction?

Hawkeye Systems entered into subscription agreements with 15 accredited investors. Each investor received Common Stock Purchase Warrants as part of this transaction, providing rights to acquire shares of the company’s common stock at a $0.01 price per share.

Were the Hawkeye Systems (HWKE) Warrants registered under the Securities Act?

No, the Warrants were offered and issued under registration exemptions, including Section 4(a)(2) of the Securities Act. As a result, the related securities may not be offered or sold in the United States without registration or an applicable exemption from registration.

What role did ThinkEquity LLC play in Hawkeye Systems (HWKE) Warrant deal?

The subscription agreements for the Warrants were entered into as partial consideration under a financial advisory agreement with ThinkEquity LLC. This means the Warrant issuance formed part of the compensation structure tied to that advisory relationship.

Under which SEC item did Hawkeye Systems (HWKE) disclose the Warrant sale?

Hawkeye Systems disclosed the transaction under Item 3.02, Unregistered Sales of Equity Securities. This item covers sales like these Warrants, which rely on exemptions from registration rather than being registered under the Securities Act.

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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): 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. ☐.

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 each Purchaser 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)

2

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 21, 2026	By:	/s/ Quinton Byron Hamlett
	Name:	Quinton Byron Hamlett
	Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 FORM OF COMMON STOCK PURCHASE WARRANT, BY AND BETWEEN HAWKEYE SYSTEMS, INC. AND 83.8 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