Risk Factors Dashboard

Item 1A. Risk Factors

Careful consideration should be given to the following risk factors, together with all other information set forth in this Annual Report on Form 10-K, including our financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other documents that we file with the SEC, in evaluating Hawkeye Digital, Inc. (the “Company”, “we”, or “our”) and our business, before investing in our common stock. Investing in our common stock involves a high degree of risk. If any of the following risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected. The market price of our common stock could decline if one or more of these risks or uncertainties were to occur, which may cause you to lose all or part of the money you paid to buy our common stock. The risk factors described below disclose both material and other risks and are not intended to be exhaustive and are not the only risks facing us. New risk factors can emerge from time to time, and it is not possible to predict the impact that any factor or combination of factors may have on our business, prospects, financial condition and results of operations. Certain statements below are forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements and Information” in this Annual Report on Form 10-K.

Risks Related to Our Business

We have limited operations and expect to incur significant expenses and continuing losses for the foreseeable future.

We have had very limited operations to date. We believe that we will continue to incur operating and net losses in the future while we grow. We do not expect it to be profitable for the foreseeable future as we invest in our business, and we cannot assure you that we will ever achieve or be able to maintain profitability in the future. Even if we are able to successfully realign our business to the financial services and technology sector, there can be no assurance that we will be financially successful. Failure to become profitable would materially and adversely affect the value of your investment. If we are ever to achieve profitability, it will be dependent upon the successful development of our business model, which may not occur. As such, for the foreseeable future, we will have to fund all our operations and capital expenditures from cash on hand and future offerings of securities. However, unanticipated changes may occur that could consume our available capital before we expect, including changes in and progress of our development activities.

We have generated limited revenue from our merchant banking and corporate advisory strategy, and we may not generate meaningful revenue in the future.

We generated no revenue during fiscal year 2026, and our financial statements included in this Annual Report on Form 10-K reflect no revenue for that year or the prior year. Subsequent to fiscal year 2026, we generated revenue for advisory services performed during July and August 2026, totaling approximately $600,000 in cash and equity, subject to a non-binding letter of intent. None of the revenue is reflected in the financial statements included in this Annual Report on Form 10-K. Our revenue to date is not indicative of the revenue we may generate in future periods, is concentrated in a small number of engagements, and may not recur. We are still building out our advisory business, which requires us to assemble a team, develop a pipeline of engagements and, in some cases, obtain licenses or registrations that we do not currently hold. If we are unable to execute this strategy, we would have no meaningful operating business and would remain dependent on financings from our controlling stockholder and other investors.

Our advisory revenue, if any, may be concentrated, transaction-dependent and difficult to predict.

Our advisory engagements may involve discrete projects rather than long-term contracts, and the amount and timing of revenue may vary based on the services performed, contractual terms and timing of client initiatives. A small number of engagements is likely to account for a substantial portion of any revenue we generate. An engagement may be terminated or postponed at any time, and we may incur substantial expenses before completion of the services contemplated by the engagement. As a result, our results of operations may vary significantly between periods and period-to-period comparisons may not be meaningful.

Adverse conditions in the capital markets would reduce demand for our services.

Demand for merchant banking and corporate advisory services depends on the volume of capital markets and merger and acquisition activity, which is sensitive to interest rates, credit availability, equity valuations and general economic conditions. A sustained downturn in transaction activity, or in the digital asset markets in particular, would reduce the number of engagements available to us and the fees we could earn.

Our anticipated concentration on businesses in the digital assets and other frontier verticals may cause demand for any future advisory services to increase or decrease sharply and without warning.

We intend to conduct merchant banking services in crypto and other frontier verticals in financial services and technology. Transaction volumes in these sectors have historically been far more volatile than in the broader capital markets, and they respond quickly to changes in digital asset prices, enforcement activity, custody and banking access, and legislative and rulemaking developments. Because we intend to concentrate on a narrow set of sectors rather than to diversify across industries, a decline in activity in those sectors would reduce the number and size of engagements available to us more severely than it would for a diversified advisory firm, and a sudden increase in activity could require capital, personnel, and compliance capabilities that we do not currently have and may be unable to obtain in time. Either outcome could cause our results of operations to differ materially from period to period and from our expectations.

We may make principal investments and would bear the risk of loss on them.

Our strategy contemplates acquiring controlling and non-controlling interests in operating businesses. Investments of this kind are illiquid, may not generate current income, may require additional capital to protect our position, and may result in the loss of our entire investment. We may be unable to sell an investment at the time or on the terms we consider desirable, and we would be exposed to concentration risk because we expect to hold a small number of investments relative to a diversified portfolio.

We would be exposed to credit and counterparty risk.

To the extent we advance funds to, extend credit to, or take contractual exposure to portfolio companies, advisory clients or transaction counterparties, we would bear the risk that those parties fail to perform. We do not currently maintain formal credit policies or an allowance methodology appropriate to a business of this kind, and we may incur losses before such controls are established.

Our business depends on a small number of individuals whose services are not secured by employment agreements.

Our strategy depends on the reputations, relationships and experience of our executive officers and directors. The loss of any of these individuals, or a change in the arrangements under which they provide services, would materially impair our ability to source and execute transactions.

Our officers and directors are engaged in other businesses that compete for their time and for the transactions we intend to pursue, and the resulting conflicts of interest could reduce demand for our services.

Our executive officers and directors devote only a portion of their time to us and hold positions at other enterprises, including American Capital Partners, Inc., of which our Chairman is Co-Founder and Chief Executive Officer, one of our directors is Co-Founder and President and our Chief Financial Officer serves as Chief Financial Officer, and Wachsman LLC, of which our President is Founder and Chief Executive Officer. Those enterprises operate in advisory, communications, and corporate development businesses that overlap with the strategy we have announced. We have not adopted a written policy allocating corporate opportunities among us and these affiliates, and we do not maintain standing Board committees composed of independent directors to review conflicts. As a result, an investment or advisory opportunity that would be attractive to us may be directed elsewhere, and prospective clients and counterparties may decline to engage us, or may demand more favorable terms, because of these relationships. Our Chairman has advised us that he resigned as Chief Executive Officer of American Capital Partners, Inc. effective August 31, 2026. His resignation does not eliminate the overlap described above because one of our directors and our Chief Financial Officer would continue to hold positions there.

We will have a limited ability to evaluate the management of any businesses we may acquire in the future.

Although we intend to scrutinize the management of a prospective target business before effecting an acquisition, we cannot assure you that our assessment of the target’s management will prove to be correct, especially considering the possible inexperience of our officers and directors in evaluating certain types of businesses. In addition, we cannot assure you that the target’s future management will have the necessary skills, qualifications, or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our officers and directors will remain associated in some capacity with us following an acquisition, it is unlikely that any of them will devote their full efforts to our affairs after an acquisition. Moreover, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the target business.

We may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you, however, that we will be able to recruit additional managers who have the requisite skills, knowledge, or experience necessary to enhance the incumbent management. Separately from the management of any target business, we have begun recruiting personnel to build our own merchant banking and advisory capability, as described in Item 1 under “Our Team and Human Capital.” Our ability to evaluate and integrate a target’s management will depend in part on the experience of the team we are able to assemble.

Our controlling stockholder can determine the outcome of all matters submitted to stockholders.

HH holds approximately 91% of our outstanding common stock and can act by written consent without a meeting. Holders of our remaining shares will have no practical ability to influence the election of directors, the approval of charter amendments, the authorization of additional shares or the approval of an acquisition, and will not be able to prevent transactions that may not be in their interests.

We may require additional capital to execute our business strategy, which may not be available on acceptable terms.

We have generated limited revenue since we ceased operations of our PPE business in July 2021. As of June 30, 2026, we had cash of $2,105,343 and an accumulated deficit of $13,783,424. We generated no revenue in the fiscal years ended June 30, 2026 and 2025. Our advisory revenue to date has been earned under a single engagement entered into after June 30, 2026, will be recorded in fiscal year 2027, and is not indicative of future results. As of the date of this Annual Report on Form 10-K we have entered into one advisory engagement and will record revenue in fiscal year 2027. We cannot predict the number of engagements we will secure, the fees we will earn, or whether any engagement will recur.

While we believe our existing cash is sufficient to fund our obligations as they become due for at least the next twelve months, the strategy we have announced — including the potential acquisition of a registered broker-dealer, the recruitment of investment and advisory personnel, and any further investment in Rift — will require capital substantially in excess of our current resources. We have no commitments for additional financing, no lines of credit and no other bank financing arrangements.

If we are unable to raise additional capital on acceptable terms, we will be required to delay, reduce the scope of, or abandon some or all of our planned initiatives, and our business, prospects and results of operations would be materially and adversely affected. Any additional equity financing would be dilutive to our existing stockholders, and any debt financing may contain terms that restrict our operations.

We have a history of recurring losses and generated no revenue in either period presented, and substantial doubt about our ability to continue as a going concern was disclosed in prior periods.

As reflected in the accompanying financial statements, we had an accumulated deficit of $13,783,424 as of June 30, 2026, and a loss from operations of $667,659 and a net loss of $572,893 for the fiscal year ended June 30, 2026. We do not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities, proceeds from convertible loans, and related party advances. In addition, we are in the development stage and have accumulated losses since inception. In prior periods, these factors raised substantial doubt about our ability to continue as a going concern. Following the transactions completed during the fourth quarter of fiscal year 2026 described in Note 4, Liquidity, to our financial statements, management has concluded that those conditions have been resolved and that no substantial doubt exists as of the date of this Annual Report on Form 10-K.

Our ability to continue operations is dependent on the success of management’s plans and raising capital through the issuance of equity or debt securities, until such time that funds provided by operations are sufficient to fund working capital requirements. We will require additional funding to finance our operations and regulatory filing obligations, as well as to identify, negotiate and materialize an acquisition with a target business. We believe our current available cash is sufficient to meet our obligations as they become due for at least the next twelve months, but is not sufficient to execute our business strategy at the scale we contemplate. There can be no assurance that financing will be available in amounts or terms acceptable to us, if at all.

Our limited operating history makes it difficult for us to evaluate our future business prospects.

We are a company with an extremely limited operating history and have not generated any revenue during the fiscal years ended June 30, 2026 and 2025. It is difficult, if not impossible, to forecast our future results, and we have limited insight into trends that may emerge and affect our business. Market conditions, many of which are outside of our control and subject to change, including general economic conditions, regulatory requirements, and competition, will impact our success.

You should consider our business and prospects in light of the risks and significant challenges we face. If we fail to adequately address any or all of these risks and challenges, our business, prospects, financial condition, results of operations, and cash flows may be materially and adversely affected.

We have identified material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

As a public company, we are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal controls over financial reporting.

We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting. We are continuing to develop and refine our internal controls over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

We have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The material weaknesses identified to date include (i) having only two officers handling all financial transactions, (ii) lack of appropriate operational controls and consistency in providing our accounting personnel with financial information, (iii) incomplete financial statements on a daily basis and resulting errors in our underlying accounting system, (iv) lack of proper documentation of our assessment and evaluation, and (v) our determination that internal controls were ineffective due to the limited segregation of duties because of the limited management structure.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the Securities and Exchange Commission (the “SEC”). Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.

Our independent registered public accounting firm is not currently required to audit the effectiveness of our internal control over financial reporting until we meet certain requirements. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and cause a decline in the market price of our common stock.

We have not filed federal or state income tax returns since the tax year ended June 30, 2022, which exposes us to penalties and interest and leaves those tax years open indefinitely.

In connection with the change in control, current management determined that our federal and state income tax returns have not been filed for the tax year ended June 30, 2023 or for any subsequent tax year. We are working to prepare and file the delinquent returns as promptly as practicable. Failure to file a return when due can result in penalties and interest, and the statute of limitations on assessment does not begin to run until a return is filed, so the affected tax years remain open to examination indefinitely. We have not recorded a liability for penalties or interest because the amount, if any, cannot be reasonably estimated at this time, and any such amount could exceed our estimate. The absence of filed returns also means that the net operating loss carryforwards reported in this Annual Report on Form 10-K are management estimates that have not been reported on a filed return and are subject to change.

Our recent change in control may limit our ability to use net operating loss carryforwards to offset future taxable income.

The change in control that occurred during the fourth quarter of fiscal year 2026 constituted an ownership change within the meaning of Section 382 of the Internal Revenue Code, which limits the amount of our pre-change net operating loss carryforwards that may be used to offset future taxable income. We have not completed the analysis required to determine the amount of that limitation, and we expect that a substantial portion of our pre-change carryforwards will not be available to us. Our gain on the settlement of the Eagle debt and the conversion of the Convertible Note may also give rise to cancellation of indebtedness income subject to the attribute reduction rules of Section 108(b), which would further reduce our carryforwards. See Note 12, Income taxes, to our financial statements.

Our outstanding common stock is substantially controlled by our management.

HH beneficially owns approximately 90.97% of our outstanding common stock, following the conversion in full of the Convertible Note on June 1, 2026 and the cashless exercise in full of the HH Warrant on June 11, 2026. Martin Sumichrast, who currently serves as the Chairman of the Board, is the manager of MCIMAC, LLC (“MCIMAC”), which is the manager of HH. MCIMAC, along with David Wachsman, our President, and Q. Byron Hamlett, our Chief Financial Officer, are members of HH. As a result of these holdings, Mr. Sumichrast has and will continue to have control over our management and affairs, over the appointment of directors, and over all matters requiring stockholder approval, including significant corporate transactions, and is able to approve corporate actions by written consent without the vote of any other stockholder. Therefore, Mr. Sumichrast and HH will have substantial influence over our operations and the composition of our Board. This concentration of ownership could also have the effect of delaying or preventing a change in our control. Accordingly, HH could cause us to enter into transactions or agreements that we would not otherwise consider.

In addition, this concentration of ownership may delay or prevent a change in our control and might affect the market price of our common stock, even when a change in control may be in the best interest of all stockholders. Furthermore, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders.

Members of our management team and board of directors have experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to raise capital.

During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, or may in the future become involved in, litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. On April 29, 2024, a final judgment was entered in the matter in Securities and Exchange Commission v. Martin Sumichrast, by the United States District Court for the Western District of North Carolina, Charlotte Division, pursuant to which Mr. Sumichrast, without admitting or denying the allegations against him, was permanently restrained and enjoined from violating Sections 206(2) and 206(3) of the Investment Advisers Act of 1940 (the “Advisers Act”) by, if acting as an investment adviser within the meaning of Section 202(a)(11) of the Advisers Act, directly or indirectly, by use of the mails or instrumentality of interstate commerce: (a) engaging in transactions, practices or courses of business which operate as a fraud or deceit upon a client or prospective client, or (b) while acting as a principal for his own account, knowingly selling securities to, and/or purchasing securities from, a client without first disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction. In addition, Mr. Sumichrast agreed to pay for total disgorgement of profits, prejudgment interest and penalties of $350,000. As a result of such settlement, for a limited period of time, and without a waiver, we are not able to offer securities in private offerings pursuant to Regulation D under the Securities Act and may find it more difficult to otherwise raise capital. Likewise, any additional litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors away from executing on our strategic plans and may negatively affect our reputation, which may impede our ability to grow our business and raise capital, and which may adversely affect the market price of our common stock.

The Company or its officers, directors and control persons may face regulatory scrutiny, approval requirements or other conditions in connection with any acquisition of, or application to form, a registered broker-dealer. Any such scrutiny could delay the approval process, result in conditions or heightened supervisory requirements, restrict the roles of certain persons or result in denial. There can be no assurance that FINRA or other regulators will approve any applicable membership or change-in-control application, or that any conditions imposed would not materially limit the broker-dealer’s operations.

We may need to raise additional capital that may be required to grow our business, and we may not be able to raise capital on terms acceptable to us or at all.

Operating our business and maintaining our anticipated growth efforts will require significant cash outlays and advance capital expenditures and commitments. If cash on hand and cash generated from potential future operations are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through debt or equity financings, to fund our growth. We cannot assure you that we will be able to raise needed cash on terms acceptable to us or at all. Financings may be on terms that are highly dilutive or potentially dilutive to our stockholders, and the prices at which new investors or current investors, including any related parties, would be willing to purchase our securities may be significantly lower than the price per share of our common stock paid by shareholders. The holders of new securities may also have rights, preferences or privileges which are senior to those of existing holders of common stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth plans based on available funding, if any, which would harm our ability to grow our business.

We may fail to manage future growth effectively.

Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. We plan to expand our operations in the future. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include:

We may hire additional personnel. Competition for individuals with relevant experience can be intense, and we may not be able to attract, assimilate, train or retain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects.

We may attempt to grow our business through acquisitions or strategic alliances and new partnerships, which we may not be successful in completing or integrating.

We may in the future enter into acquisitions and strategic alliances that will enable us to acquire complementary skills and capabilities, offer new services, and obtain other competitive advantages. We cannot assure you, however, that we will identify acquisition candidates or strategic partners that are suitable to our business, obtain financing on satisfactory terms, complete acquisitions or strategic alliances, or successfully integrate acquired operations into our operations. Once integrated, acquired operations may not achieve anticipated levels of sales or profitability, or otherwise perform as expected. Acquisitions also involve special risks, including risks associated with unanticipated challenges, liabilities and contingencies, and diversion of management attention and resources from our existing operations.

You will be unable to ascertain the merits or risks of any particular future acquisition.

Although we intend to focus on conducting private equity business and conducting merchant banking services in digital assets and other frontier verticals in finance and technology, our efforts to identify potential strategic partners will not necessarily be limited to a particular industry, sector or geographic region. To the extent we complete future acquisitions, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we acquire or make an investment in a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. There are no assurances that any target business with which we consummate an acquisition will perform as anticipated. Although our officers and directors will endeavor to evaluate the risks inherent in a particular business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a business.

We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.

Network and information systems and other technologies are important to our business activities and operations. Network and information systems-related events, such as computer hacking, cyber threats, security breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities could result in a disruption of our services and operations or improper disclosure of personal data or confidential information, which could damage our reputation and require us to expend resources to remedy any such breaches. Moreover, the amount and scope of insurance we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our businesses that may result, and the occurrence of any such events or security breaches could have a material adverse effect on our business and results of operations. While we may develop and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite these efforts, there can be no assurance that disruptions and security breaches will not occur in the future. Moreover, we may provide certain confidential, proprietary and personal information to third parties in connection with our businesses, and while we obtain assurances that these third parties will protect this information, there is a risk that this information may be compromised.

Maintaining the secrecy of confidential, proprietary, or trade secret information is important to our competitive business position. While we have taken steps to protect such information and invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive information. A cyber-attack or other significant disruption involving our information technology systems, or those of our vendors, suppliers and other partners, could also result in disruptions in critical systems, corruption or loss of data and theft of data, funds or intellectual property. A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information, or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other reason, could enable others to produce competing products, use our proprietary technology or information, or adversely affect our business or financial condition. We may be unable to prevent outages or security breaches in our systems. We remain potentially vulnerable to additional known or yet unknown threats as, in some instances, we, our suppliers and our other partners may be unaware of an incident or its magnitude and effects. We also face the risk that we expose our vendors or partners to cybersecurity attacks. Any or all of the foregoing could adversely affect our results of operations and our business reputation.

Likewise, data privacy breaches by employees or others with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. There can be no assurance that our efforts will prevent breakdowns or breaches in our systems that could adversely affect our business. The occurrence of any such network or information systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete acquisitions, and results of operations.

We are and may become subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete future acquisitions, and results of operations.

Our corporate advisory activities are subject to limitations arising from broker-dealer registration requirements.

We are not currently registered as a broker-dealer. The determination whether particular activities require broker-dealer registration is based on the facts and circumstances and may depend on factors including participation in solicitation, negotiation or execution of securities transactions, receipt of compensation related to the outcome or size of securities transactions, and other activities facilitating securities transactions. We seek to structure our activities and compensation arrangements so that we do not engage in activities requiring broker-dealer registration and expect activities requiring such registration to be performed through appropriately registered broker-dealers. There can be no assurance, however, that a regulator or other party would agree with our characterization of particular activities. If we were determined to have engaged in activities requiring registration without being registered, we could be required to discontinue or restructure affected activities or engagements and could face regulatory, contractual, litigation and other consequences, which could materially adversely affect our business and results of operations.

Entry into regulated activities would subject us to substantial and costly regulation.

Acquiring or forming a registered broker-dealer or investment adviser would subject us to registration, net capital, custody, supervision, recordkeeping, anti-money laundering and examination requirements administered by the Securities and Exchange Commission, FINRA and state regulators. Any such acquisition or formation generally would require regulatory approval and may be subject to additional review as a result of the matters described elsewhere in these risk factors, which could delay the approval process, result in conditions or heightened supervisory requirements, restrict the roles of certain persons or result in denial. Digital asset activities carry additional and rapidly evolving regulatory uncertainty, including as to whether particular assets are securities.

Broker-dealers are subject to extensive laws, rules and regulations, including sales and trading practices, capital adequacy, record keeping and reporting, the conduct of directors, officers, and employees, qualification and licensing of supervisory and sales personnel, marketing practices, supervisory and organizational procedures intended to ensure compliance with securities laws, limitations on extensions of credit in securities transactions, clearance and settlement procedures, and rules designed to promote high standards of commercial conduct and just and equitable principles of trade. Broker-dealers are regulated by state securities administrators in those jurisdictions where they do business. Regulators may conduct periodic examinations and review reports of a broker-dealer’s operations, controls, supervision, performance, and financial condition. The SEC, FINRA and various other regulatory authorities also have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. To the extent that we acquire any investment advisor, that entity must be registered as an investment advisor with the SEC.

Registered investment advisors are subject to the requirements of the Investment Advisers Act and the rules promulgated thereunder, as well as to examination by the SEC’s staff. The Investment Advisers Act imposes substantive regulation on virtually all aspects of an investment advisor’s business and its relationships with clients. Applicable requirements relate to, among other things, fiduciary duties to clients, engaging in transactions with clients, maintaining an effective compliance program, incentive fees, solicitation arrangements, allocation of investments, conflicts of interest, advertising, recordkeeping, reporting and disclosure requirements. The Investment Advisers Act regulates the assignment of advisory contracts by the investment advisor. The SEC is authorized to institute proceedings and impose sanctions for violations of the Investment Advisers Act, ranging from fines and censures to termination of an investment advisor’s registration.

Compliance would require personnel and systems we do not currently have and that will be costly and time-consuming to implement. Violations of laws, rules and regulations governing any business that we acquire could result in censure, penalties and fines, the issuance of cease-and-desist orders, the restriction, suspension, or expulsion from the securities industry of such business, its registered representatives, investment advisors, officers or employees, or other similar adverse consequences, all of which could materially and adversely impact our business, prospects, financial condition, results of operations, and cash flows.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our future acquisitions.

If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including:

	·	restrictions on the nature of our investments; and
	·	restrictions on the issuance of securities, each of which may make it difficult for us to complete future acquisitions.

In addition, we may have imposed upon us burdensome requirements, including:

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

Risks Relating to Ownership of our Common Stock

Terms of subsequent financings may adversely impact your investment.

We have in the past completed financings that resulted in significant dilution and may in the future engage in common stock, debt, or preferred stock financing in the future. Stockholders’ rights and the value of any investment in our securities could be reduced. Interest on debt securities could increase costs and negatively impact operating results. Preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holders of common stock. In addition, if we need to raise more equity capital from the sale of common stock, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment. Shares of common stock which we sell could be sold into any market which develops, which could adversely affect the market price and could result in dilution to existing shareholders.

Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans and warrants, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that significant additional capital may be needed in the future to continue our planned growth and costs associated with operating a public company. To raise capital, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner that we may determine from time to time. If we sell common stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our common stock.

The issuance of the shares of common stock underlying options and warrants will have a dilutive effect on the percentage ownership held by holders of our common stock.

If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of our company, we could lose visibility in the market. In addition, one or more of these analysts could downgrade our common stock or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our common stock could decline.

The obligations associated with being a public company will require significant resources and management attention, which may divert from our business operations.

We are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. As a result, we will incur significant legal, accounting, and other expenses.

Our failure to meet the requirements for quotation on the OTCID Basic Market or any other future market on which our common stock is quoted or listed could result in a removal or delisting of our common stock.

Our shares of common stock are quoted for trading on the OTCID Basic Market under the symbol “HWKE.” If we fail to satisfy the requirements of the OTCID Basic Market or any future market on which our shares of common stock are quoted or listed, the applicable quotation service or exchange may take steps to remove or delist our common stock. Such a removal or delisting or even notification of failure to comply with such requirements would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. During fiscal 2026, and prior to June 30, 2026, our common stock was removed from the OTCQB Venture Market. On April 28, 2026, we were notified by OTC Markets Group, Inc. (the “OTC Markets Group”) that, in connection with our change in control, we would be moved from the OTCQB Venture Market to the OTC Pink Limited Market. Our common stock commenced trading on the OTC Pink Limited Market effective April 29, 2026 and became quoted on the OTCID Basic Market on May 8, 2026, where it has been quoted since that date.

In the event of a removal or delisting, we would take actions to restore our compliance with applicable quotation or listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become quoted or listed again, stabilize the market price or improve the liquidity of our common stock, or prevent future non-compliance with applicable quotation or listing requirements.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act, establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

For as long as we are a smaller reporting company, we will not be required to comply with certain reporting requirements, including those relating to disclosure about our executive compensation, that apply to other public companies.

We are a “smaller reporting company” as defined in the Exchange Act and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that we continue to qualify as a “smaller reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, certain of the exemptions available to “emerging growth companies” may continue to be available to us as a “smaller reporting company,” including exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We will continue to be a “smaller reporting company” until we have $250 million or more in public float (based on our common stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float (based on our common stock) or a public float (based on our common stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.

Our common stock price has been and may continue to be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the price paid for your stock.

The trading price of our common stock has been and is expected to continue to be volatile and has been and may continue to be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. Over the two fiscal years covered by this Annual Report on Form 10-K, the reported high and low closing prices of our common stock were $1.077 and $0.04 per share, respectively, in the fiscal year ended June 30, 2026 and $1.00 and $0.045 per share, respectively, in the fiscal year ended June 30, 2025.

Volatility in the market price of our common stock may prevent stockholders from being able to sell their shares at or above the price they paid for them. Many factors, some of which are outside our control, may cause the market price of our common stock to fluctuate significantly, including those described elsewhere in this “Risk Factors” section and this report, as well as the following:

As a result, volatility in the market price of our common stock may prevent investors from being able to sell their common stock at or above the price paid for such shares or at all. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. As a result, shareholders may suffer a loss on their investment.

Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due to short sellers of shares of common stock, known as a “short squeeze.” These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at significantly inflated rates that is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks has abated. In the event of a short squeeze, shareholders may lose a significant portion of their investment if they purchase our shares at a rate that is significantly disconnected from our underlying value.

Our common stock has often been thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

To date, there have been many days on which limited trading of our common stock took place. We cannot predict the extent to which investors’ interests will lead to an active trading market for our common stock or whether the market price of our common stock will be volatile. If an active trading market does not develop, investors may have difficulty selling any of our common stock that they buy. We are likely to be too small to attract the interest of many brokerage firms and analysts. We cannot give you any assurance that an active public trading market for our common stock will develop or be sustained. The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of our common stock, including “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

We do not intend to pay dividends on our common stock for the foreseeable future.

We presently have no intention of paying dividends on our common stock at any time in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our board of directors may deem relevant. Furthermore, our ability to declare and pay dividends may be limited by instruments governing future outstanding indebtedness we may incur.

Broker-dealer sales-practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.

Broker-dealers that recommend our securities to retail customers are subject to Regulation Best Interest and other applicable SEC and FINRA sales-practice requirements. Because our common stock is a speculative, low-priced security, these requirements, together with the penny-stock rules described above, may cause broker-dealers to limit recommendations of or transactions in our common stock. This may limit your ability to buy and sell our shares, adversely affect the market for our shares and depress their market prices.

Volatility in our common stock price may subject us to securities litigation.

The market for our common stock may have, when compared to seasoned issuers, significant price volatility, and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

General Risk Factors

We have a limited operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our strategic plans. We presently have no specific plans, arrangements or understandings with any prospective business concerning an acquisition and may be unable to complete any acquisitions to grow our business. If we fail to grow our business through acquisitions or organic growth, we may not generate any operating revenues.

Past performance by our management team, our directors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.

Information regarding our management team, our directors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team, our directors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully grow our business and complete strategic transactions, that we will be able to provide positive returns to our shareholders, or of any results with respect to any transaction we may consummate. You should not rely on the historical experiences of our management team, our directors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team, our directors or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete future acquisitions.

Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to execute on our strategic plans.

Item 1B. Unresolved Staff Comments

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 1C. Cybersecurity Disclosures

We rely upon internally and externally managed information technology systems for the collection and storage of sensitive data and business information. We approach cybersecurity risks with a risk management and governance strategy designed to assess, identify, and manage cybersecurity risks to our business.

Risk Management and Strategy

Governance – Role of Management