Omnitek Engineering preferred can convert into 500M shares

Automatic conversion is tied to a qualifying underwritten public offering or approval by holders of a majority of the outstanding preferred stock.

Rhea-AI Filing Summary

Omnitek Engineering Corp lists Hard Rock Holdco LLC, a ten percent owner, as directly holding 5,000 shares of Series A Preferred Stock convertible into 250,000,000 common shares, and 10,000 shares convertible into 500,000,000 common shares, each without further consideration. The preferred shares automatically convert upon closing of a qualifying firm-commitment underwritten public offering at a price of at least $5.00 per common share and aggregate gross proceeds of at least $20,000,000, or upon approval by holders of at least a majority of the then-outstanding Series A Preferred Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hard Rock Holdco LLC

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Series A Preferred Stock F1, F2	--	--	--
holding	Series A Preferred Stock F3, F2	--	--	--

Holdings After Transaction: Series A Preferred Stock — 750,000,000 contracts (Direct)

Footnotes (3)

1. F1. Represents 5,000 shares of Series A Preferred Stock. Each one share of Series A Preferred Stock is convertible (with no further consideration) into 50,000 shares of the Issuer's common stock, for an aggregate of 250,000,000 shares of common stock issuable upon conversion. The conversion right is subject to the terms of the Certificate of Determination of the Issuer.
2. F2. The Series A Preferred Stock is immediately exercisable and has no stated expiration date. Each share of Series A Preferred Stock is automatically converted into shares of Common Stock (a) immediately upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock at a price per share of at least $5.00 (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and the like) with aggregate gross proceeds to the Issuer of at least $20,000,000, or (b) upon the vote or written consent of the holders of at least a majority of the then-outstanding shares of Series A Preferred Stock.
3. F3. Represents 10,000 shares of Series A Preferred Stock. Each one share of Series A Preferred Stock is convertible (with no further consideration) into 50,000 shares of the Issuer's common stock, for an aggregate of 500,000,000 shares of common stock issuable upon conversion. The conversion right is subject to the terms of the Certificate of Determination of the Issuer.

Key Figures

Series A Preferred Stock held directly: 5,000 shares Common shares issuable upon conversion: 250,000,000 shares Series A Preferred Stock held directly: 10,000 shares +4 more

7 metrics

Series A Preferred Stock held directly 5,000 shares Convertible into 250,000,000 common shares

Common shares issuable upon conversion 250,000,000 shares From 5,000 shares of Series A Preferred Stock

Series A Preferred Stock held directly 10,000 shares Convertible into 500,000,000 common shares

Common shares issuable upon conversion 500,000,000 shares From 10,000 shares of Series A Preferred Stock

Common shares per preferred share 50,000 shares Conversion without further consideration

Minimum offering price per common share $5.00 per share Threshold for automatic conversion at closing of a qualifying public offering

Minimum aggregate gross proceeds $20,000,000 Threshold for automatic conversion at closing of a qualifying public offering

Key Terms

firm-commitment underwritten public offering, aggregate gross proceeds, Certificate of Determination

3 terms

firm-commitment underwritten public offering financial

"closing of a firm-commitment underwritten public offering"

aggregate gross proceeds financial

"with aggregate gross proceeds to the Issuer"

Aggregate gross proceeds are the total amount of money a company expects to receive from a securities offering or financing before any fees, expenses or deductions are taken out. For investors, this number shows the scale of new capital entering the business—like the size of a fuel tank refill—and helps gauge how much cash will be available to pay debts, fund growth or dilute existing ownership.

Certificate of Determination technical

"subject to the terms of the Certificate of Determination"

FAQ

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

How many OMTK common shares can Hard Rock Holdco LLC's preferred stock convert into?

Hard Rock Holdco LLC’s Series A Preferred Stock is convertible into 250,000,000 common shares from a 5,000-share holding and 500,000,000 common shares from a 10,000-share holding. Each preferred share converts into 50,000 common shares without further consideration.

What triggers automatic conversion of OMTK Series A Preferred Stock?

The preferred shares automatically convert upon closing of a firm-commitment underwritten public offering under an effective registration statement covering common stock at a price of at least $5.00 per share and aggregate gross proceeds to Omnitek Engineering Corp of at least $20,000,000, or upon approval by holders of at least a majority of the then-outstanding Series A Preferred Stock.

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

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Available on EDGAR 10/08/2026 - 01:50 PM Accepted by SEC EDGAR 10/08/2026 - 01:49 PM Learn about SEC filing dates

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^*

Hard Rock Holdco LLC

(Last) (First) (Middle)

1501 N CHARLOTTE AVE

SUITE B203

(Street)

MONROE NORTH CAROLINA 28110

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2026

3. Issuer Name and Ticker or Trading Symbol
Omnitek Engineering Corp [ OMTK ]

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
Series A Preferred Stock(1)	09/29/2026	(2)	Common Stock	250,000,000	(1)	D
Series A Preferred Stock(3)	10/01/2026	(2)	Common Stock	500,000,000	(3)	D

Explanation of Responses:

1. Represents 5,000 shares of Series A Preferred Stock. Each one share of Series A Preferred Stock is convertible (with no further consideration) into 50,000 shares of the Issuer's common stock, for an aggregate of 250,000,000 shares of common stock issuable upon conversion. The conversion right is subject to the terms of the Certificate of Determination of the Issuer.

2. The Series A Preferred Stock is immediately exercisable and has no stated expiration date. Each share of Series A Preferred Stock is automatically converted into shares of Common Stock (a) immediately upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock at a price per share of at least $5.00 (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and the like) with aggregate gross proceeds to the Issuer of at least $20,000,000, or (b) upon the vote or written consent of the holders of at least a majority of the then-outstanding shares of Series A Preferred Stock.

3. Represents 10,000 shares of Series A Preferred Stock. Each one share of Series A Preferred Stock is convertible (with no further consideration) into 50,000 shares of the Issuer's common stock, for an aggregate of 500,000,000 shares of common stock issuable upon conversion. The conversion right is subject to the terms of the Certificate of Determination of the Issuer.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Kevin Jay Hayes, Jr., Manager	10/08/2026
	** 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)