HWKE 8-K
Hawkeye Digital, Inc. (HWKE)
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
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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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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:
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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 21, 2025, Hawkeye Systems, Inc. (the “Company”), Christian Schjolberg, and Peter Herzog, filed articles of organization with the Secretary of State of the State of Nevada to form a member managed limited liability company called Rift Cyber LLC (“Rift”). The membership interest of Rift is divided as follows, the Company holds 25% of Rift’s membership interest; Christian Schjolberg, and Peter Herzog hold the remaining 75% of Rift’s membership interest. In connection with the formation of Rift, Jö & Fyse UG, and Peter Herzog executed an intellectual property assignment agreement (the “IP Assignment”), whereby they assigned to Rift, all of the intellectual property rights in and to the core technology, RF environment mapping methodology, authentication framework, data collection and aggregation mechanism, applications and use cases, and prototype implementations and source code of Rift Tech. As consideration for the IP Assignment, each of Christian Schjolberg, and Peter Herzog, received 250,000 shares of common stock of the Company.
Rift will be focused on developing technologies that operate at the intersection of physical and digital security. This move marks a strategic realignment of Hawkeye’s resources into the cyber security space.
A copy of Rift’s articles of organization and of the IP Assignment are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and is incorporated by reference into this Item 1.01.
Item 7.01 Regulation FD Disclosure.
The Company published the press release attached as Exhibit 99.2 at approximately 8:30 AM Pacific Time on April 1, 2025.
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01, in the press release attached as Exhibit 99.1 to this Current Report, shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the information under the heading “Safe Harbor Act” in the exhibits attached hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Intellectual Property Assignment Agreement dated April 1, 2025. | |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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. |
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Date: April 4, 2025 | By: | /s/ Corby Marshall |
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| Name: | Corby Marshall |
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| Title: | Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. |
| Description |
Intellectual Property Assignment Agreement dated April 1, 2025. | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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EXHIBIT 10.1
EXHIBIT 10.2
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This Intellectual Property Assignment Agreement (“Agreement”) is made and entered into as of 1 April 2025, by and between the following parties:
Assignors:
1. Jö & Fyse UG (haftungsbeschränkt), with business address Schmargendorfer Str. 17, 12159 Berlin, Germany (“Assignor 1”), represented by managing director Christian Schjolberg, residing at Schmargendorfer Str. 17, 1259 Berlin, Germany.
2. Peter Herzog, residing at Nuria 32, Sant Antoni de Vilamajor, 08459 Spain (“Assignor 2”)
Assignee:
Rift Cyber LLC, a limited liability company organized and existing under the laws of Nevada with a principal business address at 6605 Abercorn Ste 204 Savannah GA 31405 (“Assignee”).
RECITALS
WHEREAS, Assignors are the sole and exclusive owners of certain intellectual property, as described in Exhibit A attached hereto (the “Intellectual Property”);
WHEREAS, Assignors desire to assign and transfer to Assignee all of their rights, title, and interest in and to the Intellectual Property;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Assignment
Assignors hereby irrevocably assign, transfer, and convey to Assignee all of their respective rights, title, and interest in and to the Intellectual Property, including but not limited to all copyrights, trademarks, trade secrets, patents, moral rights, and all other proprietary rights therein, and all rights to sue for past, present, and future infringement or misappropriation thereof.
2. Consideration
As consideration for this assignment, Assignee agrees to provide Assignors with the following: 250k shares of HWKE each
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3. Further Assurances
Assignors agree to execute and deliver such further documents and take such further actions as may be reasonably requested by Assignee to effectuate the purposes of this Agreement, including the execution of any documents necessary to register or record the transfer of rights in the Intellectual Property.
4. Representations and Warranties
Each Assignor represents and warrants that:
| · | They are the sole and exclusive owner of the Intellectual Property; |
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| · | The Intellectual Property is free and clear of any liens, encumbrances, licenses, or claims; |
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| · | They have full right and authority to enter into this Agreement and make the assignment described herein. |
5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of law provisions.
6. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Assignor 1:
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Name: Christian Schjolberg
Date: 31 March 2025
Assignor 2:
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Date: 31 March 2025
Assignee:
Rift Cyber LLC
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Name: Pete Herzog
Title: CEO
Date: 31 March 2025
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Appendix A
Description of Assigned Intellectual Property: “Rift Tech”
The following constitutes the intellectual property collectively referred to as “Rift Tech” that is being assigned under this agreement:
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| 1. | Core Technology |
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| Proprietary techniques and algorithms for capturing, analyzing, and fingerprinting radio frequency (RF) emissions from wireless technologies, specifically including but not limited to Wi-Fi access points, Bluetooth and Bluetooth Low Energy (BLE) devices, and cellular network towers. This includes methods for identifying and characterizing RF environments using signal identifiers, received signal strength indicators (RSSI), MAC addresses, SSIDs, GPS coordinates, and time of scan. |
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| 2. | RF Environment Mapping Methodology |
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| Processes, techniques, and data structures for generating dynamic, location-based signatures (or “environmental fingerprints”) from ambient RF emissions. Includes the comparison algorithms and similarity thresholds used to determine proximity or match to a known environment, and any scoring or weighting systems to handle variance in signal availability. |
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| 3. | Authentication Framework |
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| Designs and methodologies for using RF environment data as a factor in authentication or identity verification. This includes the conceptual model and protocols for using a scan of RF emissions in real-time to verify physical presence or trigger access control decisions (e.g., multi-factor authentication, passwordless login, geofenced access triggers). |
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| 4. | Data Collection and Aggregation Mechanism |
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| Methods for distributed or crowdsourced collection of RF environment data, including user-based scanning processes, data normalization techniques, and systems for contributing to a shared, evolving RF map of physical locations. |
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| 5. | Applications and Use Cases |
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| The conceptual and technical application of the above methods to support: |
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| o | Location-based identity authentication; |
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| o | Detection of rogue or unauthorized wireless devices; |
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| o | Mapping and visualization of wireless device presence across physical space; |
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| o | Real-time monitoring and alerting based on RF anomalies; |
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| o | Crowdsourced or incentivized data collection models (e.g., game-based or blockchain-backed contributions). |
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| 6. | Prototype Implementations and Source Code | |
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| Any source code, prototypes, scripts, datasets, or documentation directly related to the above components, whether implemented on mobile platforms or back-end systems, as they existed at the time of execution of this agreement. | |
This assignment does not include any generalized hardware or software unrelated to the above- described technologies, nor any IP developed independently outside of this scope.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Hawkeye Systems Launches Rift Cyber to Pioneer the Convergence of Physical and Cybersecurity
SAVANNAH, Ga., April 1, 2025/PR Newswire/ – Hawkeye Systems, Inc. (OTCQB: HWKE) today announced the formation of Rift Cyber LLC (“Rift Cyber”), a newly created subsidiary focused on developing technologies that operate at the intersection of physical and digital security. This move marks a strategic realignment of Hawkeye’s resources toward a domain where legacy systems have failed to keep pace with modern threat dynamics: the convergence of cyber and physical vulnerabilities.
Rift Cyber is building tools that treat physical security as a data problem leveraging threat modeling, automation, and digital intelligence to harden real-world environments. The Company’s initial roadmap to include modular platforms for physical asset monitoring, behavioral anomaly detection, and secure access controls, integrating software and sensor layers.
“This isn’t cybersecurity for SMBs,” said Corby Marshall, CEO of Hawkeye “This is about recognizing that locks, guards, and gates aren’t enough when attackers can pivot from physical to digital and back again. Rift is designed for that reality—where every physical surface is a potential endpoint.”
Security and technology veterans Christian Schjolberg (CTO Urvin.ai) and Pete Herzog (OSSTMM creator and ISECOM Director) will head the subsidiary. They bring decades of experience in threat architecture, red teaming, and operational resilience. Rift holds exclusive global licensing rights for a suite of proprietary technologies developed by its founders and will operate with independent governance and dedicated capital allocation.
Hawkeye's strategic goal with Rift is not an incremental improvement, it's to redefine how organizations think about securing environments where physical presence, digital infrastructure, and human behavior collide.
About Hawkeye Systems, Inc.
Hawkeye Systems, Inc. is a technology holding company focused on cutting edge technology relevant to cyber-security products and services. The Company is committed to leveraging its resources to increase the safety of small and medium businesses.
For more information, please contact:
Corby Marshall, CEO
Number: +1 (800) 531-8799
Email: [email protected]
Website: hawkeyesystemsinc.com
Investor relations - [email protected]
Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to the cyber tools, body camera system, our growth strategy and product development including cybersecurity products or services, any technology related to our sales pipeline, and any other statements that are not historical facts.
Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated are: risks related to our growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; our dependence on third-party suppliers and partners; our ability to attract, integrate, and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings.
Important factors that may cause the actual results to differ from those expressed within may include but are not limited to: the success or failure of Hawkeye's efforts to successfully market its products and services as scheduled; Hawkeye's ability to attract and retain quality employees; the effect of changing economic conditions; increased competition; the ability of Hawkeye to obtain adequate debt or equity financing. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
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