Current Report · Items 1.01, 3.02, 5.02, 9.01 · 8-K
OmniTek Engineering Corp.
OMTKOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 1.01 Entry into a Material Definitive Agreement. On September 29, 2026 Omniteck Engineering Corp. (the “Company”) entered into an Exchange Agreement with Hard Rock Holdco, LLC, sole member of Hard Rock Ready Mix, LLC (“Hard Rock”), pursuant to which Hard Rock Holdco, LLC would, exchange, transfer and assign all membership interests of Hard Rock to the Company, in exchange for 10,000 shares of…
Recent company filings
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 19, 2026
- 4 filingOct 5, 2026
- Entry into a Material Definitive Agreement · Other EventsOct 5, 2026
- Unregistered Sales of Equity Securities · Changes in Control of Registrant · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other EventsSep 30, 2026
- 10-Q filingAug 19, 2026
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01
Entry into a Material Definitive Agreement.
On September 29, 2026 Omniteck Engineering Corp. (the “Company”) entered into an Exchange Agreement with Hard Rock Holdco, LLC, sole member of Hard Rock Ready Mix, LLC (“Hard Rock”), pursuant to which Hard Rock Holdco, LLC would, exchange, transfer and assign all membership interests of Hard Rock to the Company, in exchange for 10,000 shares of Series A Preferred Stock of the Company, whereby Hard Rock shall become a wholly-owned subsidiary of the Company. The transaction pursuant to the Exchange Agreement closed on October 1, 2026.
The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the Preferred Purchase Agreement filed as Exhibits 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 - Unregistered Sales of Equity Securities.
On September 30, 2026, in consideration of consulting services provided in relation to the Company’s the aforementioned transaction contemplated by the Exchange Agreement, the Company issued a Warrant to a Hawkeye Digital, Inc., to purchase 16,666,667 shares of the Company’s common stock. The Warrant is exercisable for a period of five (5) years, and has an exercise price of $0.004 per share, with a cashless exercise feature, and has customary provisions for adjustment to the exercise price and number of shares issuable upon exercise of the Warrant in the event of stock dividends and splits. The number of shares of common stock that may be acquired upon any exercise of the Warrant is limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of common stock then beneficially owned by such holder and its affiliates and any other persons whose beneficial ownership of Common Stock does not exceed 4.99% of the total number of issued and outstanding shares of common stock. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
The foregoing description of the Warrant is qualified in its entirety by reference to the Warrant filed as Exhibits 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2026, the Company appointed Kevin Jay Hayes Jr. and Brett Kiker as directors of the Company. The biography for Messrs. Hayes and Kiker are below:
Kevin J. Hayes Jr. has served as Chief Financial Officer of TrueRock Holdings, Inc, a vertically integrated group of construction and materials companies since January 2020. His responsibilities include financial reporting, treasury, budgeting, banking relationships, and strategic planning. He works with operating leadership on capital investment and business growth. He also serves on the board of a local Non-Profit that helps serve the aging adult population who need assistance for graceful aging.
Brett Kiker currently serves as a Branch Manager and Senior Broker at Edge Home Finance, having been with Edge Home Finance since November 2023, leading sales operations and overseeing branch financial performance, P&L management, and business growth. Prior to this, from December 2022, through October 2023 he was with First Heritage Mortgage, and from November 2018 through December 2022 he was with Shelter home Mortgage. Brett served 3 terms on the Economic Development Advisory Board for Matthews, NC. He holds bachelor degrees in Economics and Public Policy from the University of North Carolina at Chapel Hill.
On October 1, 2026, in conjunction with the closing of the transaction contemplated by the Exchange Agreement, Werner Funk resigned as the President, CEO, CFO and Secretary.
Also, on October 1, 2026, the Company appointed Kevin Jay Hayes Jr., President, CEO, CFO and Secretary of the Company, and Werner Funk, as the Vice President of the Company. Mr. Hayes is also the sole owner of Hard Rock Holdco, LLC, the owner of the 15,000 shares of Series A Preferred Stock of the Company.