8-K
filed April 6, 2026, 7:59 PM ET
ticker HWKE
CIK 0001750777
other material
confidence high
sentiment negative
materiality 0.90
Hawkeye Systems, Inc. (HWKE): debt financing — Hawkeye Systems restructures with $2.77M convertible note, new board, CEO resignation, and change in control
Hawkeye Systems, Inc.
- Hawkeye issued $2.77M convertible note to Hawkeye Holdco at $0.12/share; HH could own 69% of common if converted.
- Steve Hall purchased 2,000 shares of Series A Preferred for $200K, convertible to 7% of fully diluted common.
- Board expanded from 1 to 5 members; HH designates four new directors: Sumichrast, Farar, Fleisher, Olson.
- CEO/CFO Corby Marshall resigned; David Wachsman appointed President, Quinton Hamlett appointed CFO.
- Settled with Eagle Equities for $44K + 500K shares; canceled options for 177,600 shares for $1 total.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Hawkeye Systems, Inc. incurred convertible notes of $2,767,756 with Hawkeye Holdco LLC at non-interest bearing maturing 24 months from its date of issuance.
- Instrument
- convertible notes
- Principal
- $2,767,756
- Counterparty
- Hawkeye Holdco LLC
- Rate
- non-interest bearing
- Maturity
- 24 months from its date of issuance
- Event
- incurrence
Exact text from the filing
On April 1, 2026, Hawkeye Systems, Inc. (the “Company”) issued an non-interest bearing Convertible Promissory Note to Hawkeye Holdco LLC (“HH”) with an original principal amount of $2,767,756
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Hawkeye Systems, Inc. issued 2,000 shares of Preferred Stock of preferred stock to Steve Hall for $200,000.
- Security
- preferred stock
- Shares
- 2,000 shares of Preferred Stock
- Purchaser
- Steve Hall
- Consideration
- $200,000
Exact text from the filing
On April 1, 2026, the Company and Hall entered into a Subscription Agreement, pursuant to which Hall purchased 2,000 shares of Preferred Stock (as defined below) for an aggregate purchase price of $200,000
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Hawkeye Systems, Inc. issued convertible note to Hawkeye Holdco LLC for $2,767,756.
- Security
- convertible note
- Purchaser
- Hawkeye Holdco LLC
- Consideration
- $2,767,756
Exact text from the filing
On April 1, 2026, Hawkeye Systems, Inc. (the “Company”) issued an non-interest bearing Convertible Promissory Note to Hawkeye Holdco LLC (“HH”) with an original principal amount of $2,767,756
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hawkeye Systems, Inc. entered into Subscription Agreement with Steve Hall valued at $200,000 (effective 2026-04-01).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Steve Hall
- Value
- $200,000
- Effective
- 2026-04-01
Exact text from the filing
On April 1, 2026, the Company and Hall entered into a Subscription Agreement, pursuant to which Hall purchased 2,000 shares of Preferred Stock (as defined below) for an aggregate purchase price of $200,000 (the “Subscription Agreement”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hawkeye Systems, Inc. entered into Investor Rights Agreement with Hawkeye Holdco LLC and Steve Hall (effective 2026-04-01).
- Action
- entry
- Counterparty
- Hawkeye Holdco LLC and Steve Hall
- Effective
- 2026-04-01
Exact text from the filing
On April 1, 2026, the Company, Hall, and HH entered into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which the Company agreed to file a registration statement registering the resale of all shares of Common Stock held by HH and shares of Common Stock issuable upon the exercise or conversion of securities held by HH (the “Registrable Securities”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hawkeye Systems, Inc. entered into Note Purchase Agreement with Hawkeye Holdco LLC and Steve Hall valued at $2,767,756 (effective 2026-04-01).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Hawkeye Holdco LLC and Steve Hall
- Value
- $2,767,756
- Effective
- 2026-04-01
Exact text from the filing
The Convertible Promissory Note has a maturity date of 24 months from its date of issuance and was issued pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”), dated as of April 1, 2026, among the Company, Hall, and HH.
View on SEC.gov
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