| | On September 29, 2026 (the "Tranche 1 Closing Date"), the Company completed the closing and sale of 5,000 shares of Series A Preferred Stock for $500,000, pursuant to a Preferred Stock Purchase Agreement (the "Preferred Purchase Agreement") dated September 27, 2026. Per the terms of the Preferred Purchase Agreement, parties agreed for the Tranche 2 Closing and purchase of an additional 5,000 shares for $500,000 to occur no later than ninety (90) days after the Tranche 1 Closing Date. The rights, preferences and privileges of the Series A Preferred Stock is as set forth in the Certificate of Determination of the 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. The conversion right is subject to the terms of the Certificate of Determination of the Issuer. 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.
On September 29, 2026 the Issuer entered into an Exchange Agreement with Hard Rock LLC, sole member of Hard Rock Ready Mix, LLC, pursuant to which Hard Rock would, exchange, transfer and assign all membership interests of Hard Rock Read Mix LLC to the Issuer, in exchange for 10,000 shares of Series A Preferred Stock of the Issuer, whereby Hard Rock Ready Mix, LLC shall become a wholly-owned subsidiary of the Company. The transaction pursuant to the Exchange Agreement closed on October 1, 2026.
On September 29, 2026, the Company appointed Kevin Jay Hayes Jr. and Brett Kiker as directors of the Company.
To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Schedule 13D, the Reporting Persons do not have any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization of the Issuer, ownership structure, organizational documents, Board structure (including Board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional shares securities of the Issuer, and/or selling some or all of the Reporting Persons' securities in the Issuer. |
| (a) | The aggregate of Common Stock reported owned by each Reporting Person is based on (i) 12,9448,091 shares of common stock outstanding pursuant to a representation made by Omnitek Engineering Corp. (the "Issuer") in its Form 10-Q for the quarter ended June 30, 2026 filed with the SEC, (ii) 108,333,333 shares of common stock issuable upon conversion of currently outstanding warrants, and (iii) 750,000,000 shares of Common Stock issuable upon conversion of 15,000 shares of Series A Preferred Stock currently outstanding.
As of the date hereof, each Reporting Person may be deemed to beneficially own 85.2% of the outstanding shares of Common Stock of the Issuer. |
