v3.26.1
Description of business
12 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
Description of business

Note 1 – Description of business

 

Organization

 

Hawkeye Digital, Inc. (the “Company”) is a Nevada corporation incorporated on May 15, 2018. The Company was formerly known as Hawkeye Systems, Inc. On June 17, 2026, holders of a majority of the voting power of the Company’s outstanding common stock approved an amendment and restatement of the Company’s Articles of Incorporation that, among other things, changed the corporate name to Hawkeye Digital, Inc., increased authorized capital stock and classified the Board of Directors. The Amended and Restated Articles of Incorporation were filed with the Secretary of State of Nevada and became effective on August 20, 2026. Accordingly, as of June 30, 2026 the Company’s legal name remained Hawkeye Systems, Inc. and authorized capital stock remained 400,000,000 shares of common stock, $0.0001 par value, and 50,000,000 shares of preferred stock, $0.0001 par value. These financial statements are presented under the name Hawkeye Digital, Inc., which is the Company’s name as of the issuance date of the financial statements.

 

Nature of operations

 

From inception until July 2021 the Company sold personal protective equipment. Those operations ceased in July 2021. The Company generated no revenue during the years ended June 30, 2026 and 2025.

 

Effective April 1, 2026, the Company underwent a change in control as a result of a series of related transactions with Hawkeye Holdco LLC, a Wyoming limited liability company (“HH”), and Steve Hall. Following the change in control, the Company’s strategy is to operate as a private equity and corporate advisory firm conducting merchant banking services in digital assets and other frontier verticals in financial services and technology. The Company has not completed an acquisition of a registered broker-dealer, registered investment adviser or other operating business as of June 30, 2026. Subsequent advisory activity is described in Note 14, Subsequent events. The Company holds no crypto-assets on its own balance sheet.

 

The Company is not currently registered as a broker-dealer and intends to conduct activities requiring broker-dealer registration only through appropriately registered entities.

 

The Company holds a 19.9% membership interest in Rift Cyber LLC (“Rift”), a Nevada limited liability company developing technology at the intersection of physical security and cybersecurity. Rift has not generated revenue since formation. See Note 6, Equity method investment.

 

Change in control

 

On April 1, 2026, the Company, HH and Mr. Hall entered into a Note Purchase Agreement pursuant to which HH purchased from Mr. Hall a promissory note previously issued by the Company to Mr. Hall (the “Existing Hall Note”). The Existing Hall Note was amended and restated and the Company issued to HH a non-interest-bearing Convertible Promissory Note in an initial principal amount of $2,767,756 (the “Convertible Note”). On the same date the Company issued 2,000 shares of Series A Convertible Preferred Stock to Mr. Hall for cash proceeds of $200,000 and entered into an Investor Rights Agreement granting HH registration rights and the right to designate four of five members of the Board of Directors.

 

On June 1, 2026, HH converted the Convertible Note in full into 23,064,634 shares of common stock. On June 3, 2026, the Company sold HH a Common Stock Purchase Warrant covering 221,878,595 shares (the “HH Warrant”) for cash proceeds of $2,218,786; the sale of the HH Warrant triggered mandatory conversion of the Series A Preferred Stock into 13,000,000 shares of common stock. On June 11, 2026, HH exercised the HH Warrant in full on a cashless basis and received 218,952,662 shares of common stock. After those issuances HH beneficially owned approximately 91% of the Company’s outstanding common stock. Martin Sumichrast, Chairman of the Board, is the manager of MCIMAC, LLC, which is the manager of HH. David Wachsman, President, and Q. Byron Hamlett, Chief Financial Officer, are members of HH. See Notes 7, Debt, 8, Related party transactions and 9, Stockholders’ equity.

 

Principal office

 

The Company’s principal executive offices are located at 350 Lincoln Road, 2nd Floor, Miami Beach, Florida 33139, under a month-to-month mail-and-meeting arrangement. See Note 11, Commitments and contingencies.