Hawkeye Systems, Inc. Announces Major Financing, Board Changes, and Potential Change of Control

Key Developments Investors Must Know

• Financing Transaction: Issuance of a \$2,000,000 Convertible Promissory Note and \$200,000 in Series A Preferred Stock to Hawkeye Holdco LLC (“HH”).
• Change of Control: Transaction structure and new agreements provide HH with significant influence, including Board control and potential majority equity ownership.
• Board Overhaul: Expansion from one to five directors, with four new directors to be nominated by HH.
• Executive Changes: CEO, President, CFO, and Secretary Corby Marshall has resigned, though he remains on the Board.
• Investor Rights: HH granted registration rights for resale of shares, and other rights that may impact future governance and share liquidity.
• Unregistered Securities: All securities issued in reliance on Section 4(a)(2), not registered under the Securities Act; resale restrictions apply until registration.
• Potential Dilution: Convertible securities and preferred stock are highly dilutive to existing shareholders upon conversion.

Detailed Analysis

1. Major Financing and Change of Control Event

On April 1, 2026, Hawkeye Systems, Inc. (“the Company”) entered into a transformative financing agreement with Hawkeye Holdco LLC (“HH”). The Company issued a non-interest bearing Convertible Promissory Note to HH with a principal amount of \$2,000,000 and 2,000 shares of Series A Convertible Preferred Stock for \$200,000. These instruments are highly dilutive and, upon conversion, could significantly increase the ownership stake of HH in the Company.

The structure of these agreements is designed to facilitate a change of control. The Note Purchase Agreement provides for HH to acquire a majority stake through convertible securities. The Company has also agreed to amend and restate previous obligations (the “Hall Note”) into this new structure.

2. Board and Governance Restructuring

As part of the Investor Rights Agreement entered into on April 1, 2026, the Board of Directors will expand from one to five members. HH has the right to designate four out of five directors, effectively gaining majority control of the Board.

Additionally, the Company will file a Schedule 14f-1 to notify shareholders of these changes, and the new directors’ appointments will take effect ten days after this filing. Existing CEO, President, CFO, and Secretary Corby Marshall has resigned from all executive positions but remains on the Board, signaling a sweeping leadership transition.

3. Registration and Investor Rights

HH has been granted broad registration rights, requiring the Company to file a registration statement for all shares held or acquirable by HH within 30 days of request and to use “reasonable best efforts” to have it declared effective within 75 days. Piggyback rights are also included, ensuring HH can participate in future registered offerings. This could provide liquidity for HH, but also introduces the possibility of increased share supply and potential pressure on the share price.

4. Potentially Price-Sensitive Issues and Shareholder Impact

• Change of Control: The new financing and Board structure essentially hand control of the Company to HH, a move that is highly material and could impact strategic direction, future financings, and management policy.
• Executive Resignations: The resignation of the CEO/President/CFO/Secretary is a major shift, often seen as a sign of new strategic direction or potential uncertainty.
• Highly Dilutive Securities: The note and preferred stock are convertible into common shares, with the potential for massive dilution to existing shareholders. The conversion rate is formula-based and could lead to HH obtaining a controlling equity interest.
• Resale Registration: The prospect of a large block of shares being registered for resale could create selling pressure once effective, impacting share price volatility.
• Unregistered Status: Until the shares are registered, they cannot be freely traded, which may impact liquidity and pricing in the near term.

5. Additional Details and Exhibits

The Company appended the following key agreements as exhibits:

• Certificate of Designation of Series A Convertible Preferred Stock
• Convertible Promissory Note
• Note Purchase Agreement
• Investor Rights Agreement
• Settlement Agreement and Release with Eagle Equities, LLC
• Option Cancellation Agreement

These documents contain the detailed terms of the financing, conversion rights, Board nomination procedures, and registration rights.

Conclusion: What Investors Should Watch

This 8-K filing signals a fundamental change at Hawkeye Systems, Inc. The combination of new financing, change in Board control, sweeping executive departures, and highly dilutive instruments represents a material event that could significantly impact the valuation, strategic direction, and governance of the Company.

Investors should closely monitor the effectiveness of the registration statement, the final composition of the Board, and any public communications from the new majority owners regarding their plans for Hawkeye Systems. The risk of dilution and uncertainty regarding future strategy are significant, but the fresh capital and new leadership could also present new opportunities.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to review the full SEC filing, consult their financial advisors, and assess all company documents and risks before making any investment decisions. The author and publisher accept no liability for any losses arising from reliance on this information.

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