Hawkeye Systems, Inc. 8-K

What Happened

• Hawkeye Systems, Inc. (HWKE) filed an 8-K reporting a June 3, 2026 Subscription Agreement with Hawkeye Holdco LLC (HH) for the sale of a Common Stock Purchase Warrant. The Warrant gives HH the right to purchase up to 221,878,595 shares of HWKE common stock at $0.01 per share, exercisable any time through March 31, 2027.
• Separately, on June 1, 2026 HH elected to convert the entire outstanding principal of a Convertible Promissory Note (dated April 1, 2026) with original principal $2,767,756 into 23,064,634 shares of common stock at a conversion price of $0.12 per share. Also, upon the Warrant sale, holder Steve Hall’s 2,000 shares of Series A Convertible Preferred Stock were mandatorily converted, and Hall was issued 13,000,000 common shares on June 3, 2026.

Key Details

• Warrant: right to purchase 221,878,595 common shares at $0.01/share; exercisable through March 31, 2027.
• Note conversion: $2,767,756 principal converted to 23,064,634 common shares at $0.12/share (conversion elected June 1, 2026).
• Preferred conversion: 2,000 Series A preferred shares converted into 13,000,000 common shares (issued June 3, 2026).
• The filing reports these equity issuances/sales as unregistered in connection with the transactions.

Why It Matters

• These actions reduce the company’s outstanding debt (conversion of the $2.77M note) but increase the number of common shares outstanding: 36,064,634 common shares were issued via the note and preferred conversions, and an additional 221,878,595 shares are potentially issuable if the Warrant is exercised.
• For investors, the conversions and the low exercise price on the Warrant ( $0.01 ) are material because they can significantly dilute existing shareholders if the Warrant is exercised. The note conversion also changes the company’s capital structure by replacing debt with equity.
• Watch for follow-up filings (any securities registration or further exercises) and periodic reports to see the updated share count and any cash or balance-sheet impacts.