This is a de facto change of control via preferred stock with super-voting rights. The activist group has already placed two directors on the board. Watch for potential reverse merger or asset acquisition involving Hard Rock Ready Mix LLC's business, given the exchange agreement. The Tranche 2 closing ($500K for 5,000 more preferred shares) within 90 days could further entrench control. Existing common shareholders face extreme dilution risk.
Price Chart
Executive Summary
Hard Rock Holdco LLC and its manager Kevin Jay Hayes Jr. have filed a Schedule 13D disclosing beneficial ownership of 85.2% of Omnitek Engineering Corp.'s common stock on a fully diluted basis, achieved through a combination of a $500,000 cash purchase of Series A Preferred Stock and an exchange of membership interests in Hard Rock Ready Mix LLC for additional Series A Preferred shares. The Series A Preferred Stock carries super-voting rights (50,000 votes per share) and is convertible into 750 million common shares, giving the Reporting Persons effective control of the company. Hayes and Brett Kiker were appointed to the board on September 29, 2026, signaling the activist group has already secured board representation and is positioned to influence strategy, including potential business combinations or asset dispositions.
Key Financial Metrics
Key Facts
- Hard Rock Holdco LLC and Kevin Jay Hayes Jr. beneficially own 85.2% of Omnitek's common stock on a fully diluted basis
- Stake acquired via $500,000 cash purchase of 5,000 Series A Preferred shares and exchange of Hard Rock Ready Mix LLC membership interests for 10,000 Series A Preferred shares
- Each Series A Preferred share carries 50,000 votes and is convertible into 50,000 common shares
- Kevin Jay Hayes Jr. and Brett Kiker were appointed to Omnitek's board on September 29, 2026
- Omnitek had only $266,572 market cap of non-affiliate held shares as of June 30, 2025, per the 10-K
- The 10-K shows Omnitek is a micro-cap diesel-to-alternative-fuel conversion company with no disclosed revenue or profitability metrics in the filing excerpts
Financial Impact
The Reporting Persons control 85.2% of voting power through super-voting preferred stock. The $500,000 cash infusion provides working capital, but the massive potential dilution (750M shares convertible) and change of control effectively eliminate public shareholder value. Omnitek's public float was only ~$266K as of mid-2025.
Risk Factors
- Existing common shareholders face massive dilution from conversion of 15,000 Series A Preferred shares into 750M common shares
- Super-voting preferred stock (50,000 votes per share) gives Reporting Persons absolute voting control regardless of economic ownership
- Potential for related-party transactions or asset transfers to Hard Rock entities at non-market terms
- Omnitek's micro-cap status and thin public float make it vulnerable to control-party decisions without minority protections
- The 10-K indicates the company had only $266K in non-affiliate market value, suggesting minimal public shareholder base
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13D Filing (Primary) | 0001477932-26-006142 |
| Document: omtk_ex993.htm | 0001477932-26-006142 |
| Document: omtk_ex991.htm | 0001477932-26-006142 |
| Document: 0001477932-26-006142-index-headers.html | 0001477932-26-006142 |
| Document: 0001477932-26-006142-index.html | 0001477932-26-006142 |
| Document: 0001477932-26-006142.txt | 0001477932-26-006142 |
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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