8-KFiled Jul 21, 8:00 PM ET

Hawkeye Systems Grants Warrants Covering 14M Shares as Advisory Fee

$HWKE · Hawkeye Digital, Inc.

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Hawkeye Systems Grants Warrants Covering 14M Shares as Advisory Fee

What Happened

  • Hawkeye Systems, Inc. filed an 8-K on July 22, 2026 disclosing that on July 20, 2026 it entered subscription agreements with 15 accredited investors for Common Stock Purchase Warrants. The warrants (dated July 20, 2026) allow the holders to purchase an aggregate of 14,000,000 shares of common stock at a purchase/exercise price of $0.01 per share and are exercisable at any time on or before December 31, 2026. The subscription agreements were issued as partial consideration under a financial advisory agreement with ThinkEquity LLC and were offered in reliance on Section 4(a)(2) exemptions from registration.

Key Details

  • Number of purchasers: 15 accredited investors.
  • Aggregate shares covered: 14,000,000 common shares.
  • Exercise price and term: $0.01 per share; exercisable through December 31, 2026.
  • Purpose: Issued as partial consideration under a financial advisory agreement with ThinkEquity LLC; issued in reliance on Section 4(a)(2) exemptions.

Why It Matters

  • These warrants, if exercised, would increase Hawkeye’s outstanding shares by up to 14,000,000 at a nominal $0.01 exercise price, creating potential dilution for existing shareholders. Because the warrants were issued as advisory compensation rather than a cash payment, investors should factor this potential share issuance into assessments of share count and ownership dilution through year-end 2026.