Omnitek Engineering Issues High‑Vote Series A Preferred, Sells Large Warrant

What Happened

• On September 29, 2026, Omnitek Engineering Corp. (OMTK) closed the sale of 5,000 shares of newly created Series A Preferred Stock to Hard Rock Holdco, LLC for $500,000 under a Preferred Stock Purchase Agreement dated September 27, 2026. Each Series A share carries 50,000 votes (totaling 250,000,000 votes) and is convertible into 50,000 common shares. The company also issued a warrant to a third party for $550,000 to purchase 91,666,666 common shares (5‑year term, $0.004 exercise price, cashless exercise feature). All outstanding stock options to purchase 1,450,000 common shares were cancelled; the company reports no stock options outstanding as of the filing.

Key Details

• Date of closing: September 29, 2026; Preferred Purchase Agreement dated September 27, 2026.
• Series A: 5,000 shares sold for $500,000; each share = 50,000 votes and convertible into 50,000 common shares; up to 20,000 Series A shares authorized.
• Tranche provision: parties agreed a second tranche of 5,000 Series A shares for $500,000 may close within 90 days.
• Warrant: issued for $550,000 to buy 91,666,666 common shares, 5‑year term, $0.004 exercise price, cashless exercise, with a beneficial‑ownership cap that limits issuance to keep a holder under 4.99%.

Why It Matters

• The Series A issuance gives the purchaser the ability to control board elections and, by the company’s description, the company’s direction because of the extremely large voting power attached to each preferred share. That control exists now via the preferred votes and could be expanded if the preferred converts into common stock under its conversion terms (or converts automatically on specified events).
• The warrant and potential future tranche represent additional potential dilution of common shares, though the warrant includes a beneficial‑ownership cap. At the same time, cancellation of all stock options removes another source of potential dilution.
• Investors should note this 8‑K reports a material change in control dynamics and potential future dilution; the Certificate of Determination and the Warrant (filed as exhibits) contain full legal terms and conversion/automatic conversion triggers.