Hawkeye Systems, Inc. 8-K Filing Summary

On April 1, 2026, Hawkeye Systems, Inc. entered into several material agreements. The company issued a Convertible Promissory Note to Hawkeye Holdco LLC (HH) for $2,767,756, which is convertible into common stock at an initial price of $0.12 per share, subject to adjustments. HH has the right to convert the note at any time before it is fully repaid. Steve Hall has a repurchase right under certain conditions, including if the company does not secure at least $1.0 million in a subsequent financing within two years. The company also entered into a Series A Preferred Stock Subscription Agreement with Steve Hall, purchasing 2,000 shares for $200,000. These shares are convertible into common stock under certain conditions, including a mandatory conversion after 12 months or upon a significant capital raise or market capitalization milestone. An Investor Rights Agreement was signed with Hall and HH, requiring the company to file a registration statement for HH's shares and to increase its Board of Directors from one to five members, with HH designating four new directors. Additionally, the company entered into a Settlement Agreement with Eagle Equities LLC, agreeing to pay $44,000 and issue 500,000 shares of common stock to settle claims. Stock Option Cancellation Agreements were also executed, canceling 177,600 stock options for $1.00 each. Corby Marshall resigned as CEO, President, CFO, and Secretary, while David Wachsman was appointed President and Quinton Byron Hamlett as CFO. Four new directors, Martin Sumichrast, Sim Farar, Nathan Bradley Fleisher, and Ralph Olson, were conditionally appointed to the Board.