Monitor for the Tranche 2 closing (additional $500,000 preferred issuance) within 90 days and for the company's filing to increase authorized common shares. The warrant holder (Hawkeye Digital) can exercise at any time at $0.004/share, creating massive overhang. Watch for any subsequent registration statement for resale of the warrant shares or conversion shares.
Price Chart
Executive Summary
Omnitek Engineering Corp. completed a change-of-control transaction by issuing 5,000 shares of Series A Preferred Stock to Hard Rock Holdco, LLC for $500,000, granting the holder 250,000,000 votes (50,000 votes per share) and effective control of the board. Concurrently, the company issued a warrant to Hawkeye Digital Inc. for $550,000 to purchase up to 91,666,666 common shares at $0.004 per share, and all existing stock options covering 1,450,000 shares were cancelled. The combination of a voting-control preferred issuance, a deeply dilutive warrant, and option cancellation represents a fundamental recapitalization and transfer of control.
Key Financial Metrics
Key Facts
- 5,000 shares of Series A Preferred Stock sold to Hard Rock Holdco, LLC for $500,000, each share carrying 50,000 votes (total 250,000,000 votes), giving the holder control of the board
- A warrant to purchase 91,666,666 common shares at $0.004 per share was issued to Hawkeye Digital Inc. for $550,000, exercisable for 5 years with a cashless exercise feature
- All outstanding stock options to acquire 1,450,000 common shares were cancelled as a condition to the closing
- A second tranche of 5,000 Series A Preferred shares for $500,000 is required to close within 90 days of September 29, 2026
- The company must use best efforts within 90 days to amend its articles to increase authorized common shares to reserve for warrant and preferred conversion
Financial Impact
Total gross proceeds of $1,050,000 from preferred stock ($500,000) and warrant ($550,000). The warrant alone can dilute existing common shareholders by up to 91,666,666 shares at a nominal exercise price of $0.004, representing massive potential dilution. The preferred stock carries 250,000,000 votes, effectively transferring corporate control.
Risk Factors
- Massive dilution from 91,666,666 warrant shares at $0.004 exercise price
- Loss of voting control transferred to Hard Rock Holdco, LLC via super-voting preferred stock
- Potential further dilution from Tranche 2 preferred issuance within 90 days
- No stock options outstanding as all options were cancelled
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001096906-26-001488 |
| Document: omtk_ex3.htm | 0001096906-26-001488 |
| Document: omtk-20260923_8k.htm | 0001096906-26-001488 |
| Document: 0001096906-26-001488-index-headers.html | 0001096906-26-001488 |
| Document: 0001096906-26-001488-index.html | 0001096906-26-001488 |
| Document: 0001096906-26-001488.txt | 0001096906-26-001488 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 10d ago | 8-K | $0.0300 $0.0200 | ▲ +33.33% | ▲ +33.67% | $0.0300 (+0.00%) |
Oct 9, 2026 17d ago | SC 13D | $0.0300 $0.0300 | · 0.00% | ▼ −0.06% | $0.0300 (+0.00%) |
Oct 8, 2026 18d ago | 3 | $0.0300 $0.0300 | · 0.00% | ▲ +0.60% | $0.0300 (+0.00%) |
Oct 8, 2026 18d ago | 3 | $0.0300 $0.0300 | · 0.00% | ▼ −0.60% | $0.0300 (−0.00%) |
Oct 8, 2026 18d ago | 3 | $0.0300 $0.0300 | · 0.00% | ▼ −0.60% | $0.0300 (−0.00%) |
Oct 5, 2026 21d ago | 8-K | $0.0400 $0.0300 | ▼ −25.00% | ▼ −25.55% | $0.0300 (−25.00%) |
Oct 1, 2026 25d ago | 8-K | $0.0300 $0.0400 | ▼ −33.33% | ▼ −32.66% | $0.0300 (+0.00%) |
Sep 30, 2026 26d ago | 8-K | $0.0300 $0.0200 | ▲ +33.33% | ▲ +33.51% | $0.0300 (+0.00%) |
US Market Status
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