8-K
Hawkeye Systems, Inc. (HWKE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 10, 2023 (March 29, 2023)
| Hawkeye Systems, Inc. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in its Charter) | ||
| Nevada | 000-56332 | 83-0799093 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 6605 Abercorn, Suite 204<br><br>Savannah, GA | 31405 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (912) 253-0375
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
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 1.01 | Entry Into a Material Definitive Agreement |
|---|
On March 29, 2023, Hawkeye Systems, Inc. (the “Company”) issued a $1,000,000 promissory note with an annual 12% interest rate to Steve Hall (the “Steve Hall Note”). On May 31, 2023 (or upon the closing of a debt financing), the Company will repay the outstanding principal and transfer 90% of the CNTNR Shares plus 90% of the CNTNR Warrants that will be paid to the Company pursuant to the CNTNR Note, as defined below.
On April 6, 2023, the Company entered into an unsecured Promissory Note Agreement (the “CNTNR Note”) with CNTNR USA Inc., a Delaware corporation (“CNTNR”), whereby the Company will lend CNTNR one million dollars ($1,000,000) (the “Principal Amount”). The Company has advanced $200,000 to CNTNR under the CNTNR Note. The CNTNR Note has an annual interest rate of twelve percent (12%) and matures at the earlier of September 30, 2023, or the closing of a material debt or equity financing (“Maturity”). CNTNR will issue the Company one warrant for every share issued in repayment at the closing of an intended merger with CNTNR. The warrants will have a 30% discount to the current trading price when exercised and will expire 36 months after April 6, 2023. Upon Maturity, CNTNR will pay, in cash, all outstanding principal and interest and issue 10% (6,170,879) of the issued and outstanding shares of CNTNR.
In addition, CNTNR will pay the Company a monthly financial and administrative consulting fee of $5,000. The Company will charge a 5% Commitment Fee of the Principal Amount ($50,000) due upon signing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| 10.1 | Restated Promissory Note by and between Lender Hawkeye Systems Inc. and Borrower CNTNR USA Inc. dated April 6, 2023. |
|---|---|
| 10.2 | Restated Promissory Note by and between Lender Steve Hall and Hawkeye Systems, Inc. dated March 29, 2023. |
| 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: April 10, 2023 | By: | /s/ Corby Marshall |
| Name: | Corby Marshall | |
| Title: | Chief Executive Officer | |
| 3 | ||
| --- |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Restated Promissory Note by and between Lender Hawkeye Systems Inc. and Borrower CNTNR USA Inc dated April 6, 2023. |
| 10.2 | Restated Promissory Note by and between Lender Steve Hall and Hawkeye Systems, Inc. dated March 29, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| 4 | |
| --- |
hwke_ex101.htm EXHIBIT 10.1
RESTATED
PROMISSORY NOTE
Date: April 6, 2023
Borrower: CNTNR USA Inc., A Delaware Corporation
Borrower’s Mailing Address: 833 University Blvd, Unit 102 Jupiter FL 33458
Lender: Hawkeye Systems Inc (HWKE)
Place of Payment: 6605 Abercorn Street Ste 204 Savannah GA 31405
Principal Amount: $1,000,000 USD
Commitment Fee: 5% of Principal amount due upon signing
Consulting Fee: $5,000 per month (due monthly beginning March 1, 2023)
Annual Interest Rate: Twelve percent (12.0%)
Warrant coverage: One warrant will be issued for every one share issued in repayment of the Principal Amount at the closing of the merger with the Borrower (or by the Borrower directly in the event a merger does not take place). Warrants will have a strike price equal to a 30% discount to the current trading price when exercised. Warrants shall expire 36 months from the date above.
Maturity Date: Closing of a material debt or equity financing, or September 30, 2023, whichever comes first.
This Restated Promissory Note shall supersede the Promissory Note dated February 27, 2023 and take into account $200,000 previously advanced.
Borrower shall make drawdowns against the (remaining) Principal Amount in weekly tranches. Borrower shall provide Lender with a weekly summary of cash needs and supporting documentation. Lender will transfer funds within 24 hours of funding request and will not withhold funding without a material basis for doing so. For purposes of calculating interest payable, the full Principal Amount is considered funded at the effective date of the note.
Upon maturity, Borrower shall pay, in cash, all outstanding principal and interest and issue 10% (6,170,879 shares) of the issued and outstanding shares of the company.
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Should Borrower default on repayment at the maturity date, a 5% equity penalty will apply and the amount that Borrower will issue will be 15%.
Borrower promises to pay reasonable attorney’s fees and court or other costs if this note is placed in the hands of an attorney to collect and enforce the note. Borrower will pay Lender these expenses on demand at the Place of Payment. These expenses will become part of the debt evidenced by the note and will be secured by any security for payment. Borrower may prepay this note at anytime without penalty or charge. Interest on the debt evidenced by this note will not exceed a maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount, or if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be cancelled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in the note and all other instruments concerning the debt.
CNTNR USA Incorporated guarantees this corporate debt instrument and agrees to assume any unpaid debt or principal in the case of corporate default.
This promissory note will be governed by the Laws of the State of Georgia, Chatham County.
| BORROWER | |
|---|---|
| CNTNR USA Inc., a Delaware Corporation | |
| By: |  |
| Name: | Adam Morris |
| Title: | CEO |
| 2 |
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docqgvmy.htm EXHIBIT 10.2
RESTATED PROMISSORY NOTE
Date: March 29, 2023
Borrower: Hawkeye Systems, Inc.
Borrower’s Mailing Address:
6605 Abercorn Street Ste 204
Savannah GA 31405
Lender: Steve Hall
Lender’s Address:
6605 Abercorn Street Ste 204
Savannah GA 31405
Principal Amount: $1,000,000 USD
Annual Interest Rate: Twelve percent (12.0%)
Maturity Date: Closing of debt financing, or May 31, 2023, whichever comes first.
Lender intends to provide Borrower with a funding source in order to make a follow-on investment in CNTNR USA Inc (“CNTNR”).
Borrower shall pay, in cash, all outstanding principal and interest and agree to transfer 90% of the CNTRN shares plus 90% of the warrants issued related to the follow-on investment.
Borrower promises to pay reasonable attorney’s fees and court or other costs if this note is placed in the hands of an attorney to collect and enforce the note. Borrower will pay Lender these expenses on demand at the Place of Payment. These expenses will become part of the debt evidenced by the note and will be secured by any security for payment. Borrower may prepay this note at anytime without penalty or charge. Interest on the debt evidenced by this note will not exceed a maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount, or if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be cancelled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in the note and all other instruments concerning the debt.
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This promissory note will be governed by the Laws of the State of Georgia, Chatham County.
| BORROWER |
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| Hawkeye Systems, Inc. |
| By: |
| Name: |
| Title: |
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