Hawkeye Systems (HWKE) insider discloses note convertible into 23M shares

Rhea-AI Filing Summary

Hawkeye Systems, Inc. insider Martin A. Sumichrast filed an initial ownership report showing an indirect position in a Convertible Promissory Note. The note is convertible into 23,064,633 shares of common stock at an exercise price of $0.12 per share, expiring on April 1, 2028.

The convertible securities are held by Hawkeye Holdco LLC, where Sumichrast is the sole managing member, and he disclaims beneficial ownership except for his pecuniary interest. The conversion price can be adjusted for corporate events such as dividends, stock splits, reverse stock splits, or lower-priced issuances, subject to stated exceptions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sumichrast Martin A.

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Convertible Promissory Note	--	--	--

Holdings After Transaction: Convertible Promissory Note — 23,064,633 shares (Indirect, See Footnote)

Footnotes (1)

1. The conversion price of the note is subject to adjustment in the event of certain corporate events including dividends, distributions, stock splits, reverse stock splits, or the issuance of common stock or securities convertible or exercisable into shares of common stock at a lower price per share, subject to certain exceptions. The convertible securities shown are owned by Hawkeye Holdco LLC, of which the Reporting Person is the sole managing member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Key Figures

Underlying shares: 23,064,633 shares Conversion price: $0.12 per share Expiration date: April 1, 2028 +2 more

5 metrics

Underlying shares 23,064,633 shares Common stock underlying Convertible Promissory Note

Conversion price $0.12 per share Exercise price of Convertible Promissory Note

Expiration date April 1, 2028 End of conversion period for Convertible Promissory Note

Ownership type Indirect via Hawkeye Holdco LLC Reporting person is sole managing member

Reporting person status More than 10% owner Form 3 classification for Martin A. Sumichrast

Key Terms

Convertible Promissory Note, underlying security, beneficial ownership, pecuniary interest, +1 more

5 terms

Convertible Promissory Note financial

"The convertible securities shown are owned by Hawkeye Holdco LLC"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

underlying security financial

"underlying_security_title: "Common Stock" and underlying_security_shares"

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of these securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

stock splits financial

"subject to adjustment in the event of certain corporate events including dividends, distributions, stock splits"

A stock split increases the number of a company’s shares by dividing existing shares into multiple smaller pieces, like slicing a pizza into more slices without adding more pizza. Each shareholder keeps the same overall ownership and value, but each share becomes cheaper and more plentiful, which can make the stock easier for everyday investors to buy, potentially boost trading activity and change how price movements look on charts.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sumichrast Martin A.

(Last) (First) (Middle)

C/O HAWKEYE SYSTEMS, INC.

7401 CARMEL EXECUTIVE PARK DR., STE 315

(Street)

CHARLOTTE NORTH CAROLINA 28226

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026

3. Issuer Name and Ticker or Trading Symbol
Hawkeye Systems, Inc. [ HWKE ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	04/01/2026	04/01/2028	Common Stock	23,064,633	$0.12(1)	I	See Footnote(2)

Explanation of Responses:

1. The conversion price of the note is subject to adjustment in the event of certain corporate events including dividends, distributions, stock splits, reverse stock splits, or the issuance of common stock or securities convertible or exercisable into shares of common stock at a lower price per share, subject to certain exceptions.

2. The convertible securities shown are owned by Hawkeye Holdco LLC, of which the Reporting Person is the sole managing member. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Martin Sumichrast	04/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What did the Hawkeye Systems (HWKE) Form 3 filing report for Martin A. Sumichrast?

The Form 3 filing reports Martin A. Sumichrast’s initial indirect ownership in a Convertible Promissory Note. This note is convertible into 23,064,633 shares of Hawkeye Systems common stock at $0.12 per share, providing disclosure of his significant potential equity exposure.

How many Hawkeye Systems (HWKE) shares are underlying the reported Convertible Promissory Note?

The Convertible Promissory Note is convertible into 23,064,633 shares of Hawkeye Systems common stock. This figure represents the underlying shares tied to the note, giving investors a sense of the scale of potential equity if the note is fully converted.

What is the conversion price and expiration date of the Hawkeye Systems (HWKE) Convertible Promissory Note?

The Convertible Promissory Note has a conversion price of $0.12 per share and an expiration date of April 1, 2028. These terms define the price at which common stock may be obtained and the timeframe during which conversion rights remain available.

Who legally holds the Convertible Promissory Note reported in the Hawkeye Systems (HWKE) Form 3?

The Convertible Promissory Note is held by Hawkeye Holdco LLC. Martin A. Sumichrast is the sole managing member of this entity, but he disclaims beneficial ownership of the securities except to the extent of his pecuniary interest in Hawkeye Holdco LLC.

How can the conversion price of the Hawkeye Systems (HWKE) Convertible Promissory Note be adjusted?

The conversion price may be adjusted for certain corporate events, including dividends, distributions, stock splits, reverse stock splits, or issuances of common stock or similar securities at a lower price, subject to specified exceptions. These adjustment features help maintain economic equivalence for the note holder.

Is the Hawkeye Systems (HWKE) Form 3 filing a buy or sell transaction by Martin A. Sumichrast?

The Form 3 filing does not report a buy or sell transaction. It is an initial ownership report that discloses an existing indirect position in a Convertible Promissory Note and its underlying shares, rather than documenting new market purchases or sales.