Hard Rock Holdco takes 85% of Omnitek Engineering in $500K preferred deal
What's the deal? Hard Rock Holdco LLC and its manager Kevin Jay Hayes, Jr. have acquired an 85.20% stake in Omnitek Engineering CorpDealroom has a profile for this one. Try Dealroom →, according to a Schedule 13D filed with the Securities and Exchange Commission on October 9, 2026. The position totals 750,000,000 common shares, issuable on conversion of 15,000 shares of Series A Preferred Stock.
How it was structured: Hard Rock bought 5,000 preferred shares for $500,000 in cash on September 29, 2026, drawn from working capital under a Preferred Stock Purchase Agreement dated September 27. It gained another 10,000 preferred shares through an exchange, transferring all membership interests of Hard Rock Ready Mix LLCDealroom has a profile for this one. Try Dealroom → to Omnitek. That deal closed October 1, making Hard Rock Ready Mix a wholly-owned subsidiary.
The details: Each preferred share converts into 50,000 common shares at no further consideration. The 85.20% figure is based on 129,448,091 common shares outstanding as of June 30, 2026, plus 108,333,333 shares from warrants and the 750,000,000 underlying the preferred stock.
What changes? Omnitek appointed Kevin Jay Hayes, Jr. and Brett Kiker as directors on September 29, 2026. The filing acknowledges that the reporting persons may be deemed to hold a "control purpose" under the Securities Exchange Act of 1934.
Why now? The filing was triggered by the September 29 first closing. A second tranche is already agreed: an additional 5,000 preferred shares for a further $500,000, due no later than 90 days after that date.
The signal: Hard Rock, described in the filing as a single-purpose holding company, has used a preferred-stock structure to take control of a public company while folding its ready-mix concrete subsidiary into the entity. Automatic conversion of the preferred stock would require either a qualifying public offering at $5.00 per share raising at least $20,000,000, or majority consent of preferred holders.
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