Hawkeye Digital, Inc.

Item 3.02 Unregistered Sales of Equity Securities. On July 20, 2026, Hawkeye Systems, Inc. (the “Company”) entered into subscription agreements with 15 accredited investors (the “Purchasers”) for the sale of Common Stock Purchase Warrants (the “Warrants”), dated July 20, 2026, granting each Purchaser the right to purchase an aggregate of 14,000,000 shares of Company common stock, at a purchase price of $.01 per share. Each Warrant is exercisable, in whole or in part, at any time or times on or before December 31, 2026, at an exercise price of $.01 per share. The subscription agreements were entered as partial consideration pursuant to a financial advisory agreement entered into with ThinkEquity LLC. The Warrants were offered and issued in reliance upon exemptions from registration provided by Section 4(a)(2) under the Securities Act and corresponding provisions of state securities laws. Accordingly, none of the securities issued and to be issued related to the transactions included in this Item 3.02, were or will be registered under the Securities Act as of their respective dates of issuance, and until registered, these securities may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration.