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8-KAccepted Oct 1, 8:46 PM ET

Omnitek Engineering Corp: Acquires Hard Rock Ready Mix

OMTKOmnitek Engineering Corp

Accepted (ET)

8:46 PM

Oct 1, 2026

Filed

Oct 2, 2026

Documents

14

Size

439.0 KB

Summary

Omnitek Engineering Corp: Acquires Hard Rock Ready Mix

Updated

What happened

  • The company reported that on Sep 29, 2026 it entered into an Exchange Agreement with Hard Rock Holdco, LLC, sole member of Hard Rock Ready Mix, LLC, under which Hard Rock Holdco would exchange and assign all membership interests of Hard Rock to the company in exchange for 10,000 shares of Series A Preferred Stock; the transaction closed on Oct 1, 2026.
  • The company reported that on Sep 30, 2026 it issued a Warrant to Hawkeye Digital, Inc. to purchase 16,666,667 shares of common stock; the Warrant is exercisable for five (5) years at an exercise price of $0.004 per share and includes a cashless exercise feature and customary adjustment provisions.
  • The company reported director and officer changes: on Sep 29, 2026 it appointed Kevin Jay Hayes Jr. and Brett Kiker as directors; on Oct 1, 2026 Werner Funk resigned as President, CEO, CFO and Secretary and the company appointed Kevin Jay Hayes Jr. as President, CEO, CFO and Secretary and appointed Werner Funk as Vice President.

Key details

  • Exchange agreement: 10,000 shares of Series A Preferred Stock were to be issued to Hard Rock Holdco; the filing also states Mr. Hayes is the sole owner of Hard Rock Holdco, which the filing identifies as the owner of 15,000 shares of Series A Preferred Stock of the company.
  • Warrant terms: 16,666,667 shares, five (5) year term, $0.004 per share exercise price, cashless exercise feature, ownership limit tied to a 4.99% beneficial ownership threshold, issued pursuant to an exemption under Section 4(a)(2) of the Securities Act, no underwriters.
  • officer biographies: Kevin J. Hayes Jr. has served as Chief Financial Officer of TrueRock Holdings, Inc. since Jan 1, 2020; Brett Kiker is a branch manager and senior broker at Edge Home Finance since Nov 2023 and previously worked at First Heritage Mortgage and Shelter Home Mortgage.

Why it may matter

  • Item 1.01 was reported (entry into a material definitive agreement) covering the Exchange Agreement and the change in ownership of Hard Rock Ready Mix.
  • Item 3.02 was reported (unregistered sale of equity securities) covering the issuance of the Warrant to Hawkeye Digital, Inc.
  • Item 5.02 was reported (departure and appointment of directors and officers and compensatory arrangements) covering the resignations and appointments of officers and directors named above. This filing does not show why the insider traded or why the company acted.

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