Form 8-K Hawkeye Systems, Inc. For: Jun 26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
| (Exact Name of Registrant as Specified in its Charter) |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area
Code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐.
| Item 8.01 | Other Events. |
On June 26, 2026 and effective June 30, 2026, Hawkeye Systems, Inc. (the “Company”) entered into that certain Purchase Agreement, by and between the Company and Roy Pritchett, Jr. (the “Purchaser”) (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company agreed to sell 5.1% of its membership interest in Rift Cyber, LLC (“Rift”), representing 20.4% of the Company’s interest in Rift, to the Purchaser. After this transaction, the Company continues to hold 19.9% membership interest in Rift.
The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Purchase Agreement, effective as of June 30, 2026, by and between Hawkeye Systems, Inc. and Roy Pritchett, Jr. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HAWKEYE SYSTEMS, INC. | |||
| Date: June 26, 2026 | By: | /s/ David Wachsman | |
| Name: | David Wachsman | ||
| Title: | President | ||
| 3 |
ATTACHMENTS / EXHIBITS
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