{"url_path":"/sec/hwke/10-k/2026/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1750777/0001683168-26-007087-index.html","accession_number":"0001683168-26-007087","cik":"0001750777","ticker":"HWKE","issuer_name":"Hawkeye Digital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1750777/0001683168-26-007087-index.html","primary_entity_key":"0001750777","primary_entity_name":"Hawkeye Digital, Inc."},"word_count":2642,"has_tables":true,"body_markdown":"EX-14.1\n2\nhawkeye_ex1401.htm\nCODE OF ETHICS\n\n**EXHIBIT 14.1**\n\nHAWKEYE\nSYSTEMS INC.\n\n**AMENDED\nAND RESTATED CODE OF BUSINESS CONDUCT AND ETHICS**\n\n****\n\n** **\n\n**INTRODUCTION**\n\nThis Amended\nand Restated Code of Business Conduct and Ethics (“Code”) covers a wide range of business practices and procedures. It does\nnot cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. All of our employees must\nconduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed\nby the Company’s agents and representatives, including consultants.\n\nIf a law conflicts\nwith a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply\nwith the Code. Any variances between local customs or policies and this Code should be brought to the attention of management or the directors.\nIf you have any questions about these conflicts, you should ask your supervisor how to handle the situation. Without limiting the generality\nof the foregoing, our Company insiders shall not knowingly engage in any conduct involving dishonesty or fraud or commit any act that\nindicates dishonesty or moral turpitude or that otherwise could materially injure the Company’s reputation.\n\nThose who\nviolate the standards in this Code will be subject to disciplinary action. *If you are in a situation that you believe may violate or\nlead to a violation of this Code, follow the guidelines described in Section 14 of this Code.*\n\n1.\n**Compliance with Laws, Rules and Regulations****.** Obeying the law,\nboth in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees must respect\nand obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know every detail\nof these laws, employees are expected to know enough to determine when to seek advice from supervisors, managers or other appropriate\npersonnel.\n\nThe Company\nholds information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.\n\n2.\n**Conflicts of Interest****.** A “conflict of interest”\nexists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise\nwhen an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively\nand effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives\nimproper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and\ntheir family members may create conflicts of interest.\n\nIt is almost\nalways a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed\nto work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with\nour customers, suppliers or competitors, except on our behalf.\n\nConflicts\nof interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest\nmay not always be clear-cut, so if you have a question, you should consult with senior management or the Company’s General Counsel.\nAny employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor,\nmanager or other appropriate personnel or consult the procedures described in Section 14 of this Code.\n\n3.\n**Insider Trading****.** Employees who have access to confidential\ninformation are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct\nof the Company’s business. All non-public information about the Company should be considered confidential information. To use non-public\ninformation for personal financial benefit or to “tip” others who might make an investment decision to buy or sell the Company’s\nsecurities on the basis of this information is not only unethical but also illegal. If you have any questions concerning this, please\nconsult Gil Bradshaw or outside corporate SEC counsel to the Company.\n\n1\n\n4.\n**Corporate Opportunities****.** Employees, officers and directors\nare prohibited from taking for themselves personal opportunities that are discovered through the use of corporate property, information\nor position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper\npersonal gain, and no employee may compete with the Company directly or indirectly without the consent of the Board of Directors. Employees,\nofficers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.\n\n5.\n**Competition and Fair Dealing****.** We seek to outperform our competition\nfairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices.\nStealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing\nsuch disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of\nand deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of\nanyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional\nunfair-dealing practice.\n\nTo maintain\nthe Company’s valuable reputation, compliance with our quality processes and safety requirements is essential. In the context of\nethics, quality requires that our products and services be designed to meet our obligations. All operations must be conducted in accordance\nwith all applicable regulations. Compliance with all regulations and laws of governing or regulatory agencies should be given priority\nover the opportunity to profit or gain competitive advantage.\n\nThe purpose\nof business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair\nadvantage with suppliers and customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee,\nfamily member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not\nexcessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with\nyour supervisor any gifts or proposed gifts that you are not certain are appropriate.\n\n6.\n**Discrimination and Harassment****.** The diversity of the Company’s\nemployees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate\nany illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and\nunwelcome sexual advances.\n\n7.\n**Health and Safety****.** The Company strives to provide each employee\nwith a safe and healthful work environment. Each employee has the responsibility of maintaining a safe and healthy workplace for all employees\nby following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.\n\nViolence and\nthreatening behavior are not permitted. Employees should report to work in a condition allowing them to perform their duties, free from\nthe influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated. The Company reserves\nthe right to conduct random drug testing on all employees.\n\n8.\n**Record-Keeping****.** The Company requires honest and accurate recording\nand reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked\nshould be reported.\n\nMany employees\nregularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense\nis legitimate, ask your supervisor or the Human Resources Supervisor. Rules and guidelines are available from the Accounting Department.\n\n2\n\nAll of the\nCompany’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect\nthe Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal\ncontrols. Unrecorded or “off the books” funds or assets should not be maintained.\n\nBusiness records\nand communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations\nof people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should\nalways be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the\nevent of litigation or governmental investigation, please consult the Company’s General Counsel.\n\n9.\n**Confidentiality****.** Employees must maintain the confidentiality\nof confidential information entrusted to them by the Company or its suppliers and customers, except when disclosure is explicitly authorized\nor required by laws or regulations or approved by senior management. Confidential information includes all non-public information that\nmight be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers\nand customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.\n\n10.\n**Protection and Proper Use of Company Assets****.** All employees\nshould endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact\non the Company’s profitability. Any suspected incident of fraud or theft should be\n\nimmediately reported for investigation. Company equipment\nshould not be used for non-Company business, though incidental personal use may be permitted.\n\nThe obligation\nof employees to protect the Company’s assets includes its proprietary information. Proprietary information includes all intellectual\nproperty including trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and\nmanufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use\nor distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.\n\n11.\n**Payments to Government Personnel****.** The U.S. Foreign Corrupt\nPractices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates\nin order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.\n\nIn addition,\nthe U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel.\nThe promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these\nrules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments,\nmay have similar rules. If you have further questions, Gil Bradshaw can provide guidance to you in this area.\n\n12.\n**Waivers of the Code of Business Conduct and Ethics****.** Any waiver\nof this Code for executive officers, directors, employees or consultants may be made only by the Board or the Nominating and Governance\nCommittee of the Board, if any, and will be promptly disclosed as required by law or stock exchange regulation.\n\n13.\n**Reporting any Illegal or Unethical Behavior****.** Employees are\nencouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt\nabout the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct\nby others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.\n\n3\n\n14.\n**Compliance Procedures****.** We must all work to ensure prompt and\nconsistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot\nanticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps\nto keep in mind:\n\n·Make sure you have all the facts. In order to reach the right solutions,\nwe must be as fully informed as possible.\n\n·Ask yourself: What specifically am I being asked to do? Does it seem unethical\nor improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment\nand common sense; if something seems unethical or improper, it probably is.\n\n·Clarify your responsibility and role. In most situations, there is shared\nresponsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.\n\n·Discuss the problem with your supervisor. This is the basic guidance for\nall situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the\ndecision-making process. Remember that it is your supervisor’s responsibility to help solve problems.\n\n·Seek help from Company resources. In the rare case where it may not be\nappropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question,\ndiscuss it with senior management.\n\n·You may report ethical violations in confidence and without fear of retaliation.\nIf your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation\nof any kind against employees for good faith reports of ethical violations.\n\n·Always ask first, act later: If you are unsure of what to do in any situation,\nseek guidance before you act.\n\n15.\n**Financial and Accounting Officers and Managers****.** Financial and\nAccounting Officers and Managers hold an important and elevated role in corporate governance. As part of the Corporate Leadership Team,\nFinancial and Accounting Officers and Managers are vested with both the responsibility and authority to protect, balance, and preserve\nthe interests of all of the Company’s stakeholders, including shareholders, clients, employees, suppliers, and citizens of the communities\nin which the business is conducted. Financial and Accounting Officers and Managers fulfill this responsibility by prescribing and enforcing\nthe policies and procedures employed in the operation of the Company’s financial organization, and by demonstrating the following:\n\n(a)\nFinancial and Accounting Officers and Managers will exhibit and promote the highest standards of honest and ethical conduct through\nthe establishment and operation of policies and procedures that:\n\n·Encourage professional integrity in all aspects of the financial organization,\nby eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from the financial\norganization or the enterprise itself.\n\n·Prohibit and eliminate the occurrence of conflicts between what is in the best\ninterest of the enterprise and what could result in material personal gain for a member of the financial organization, including Financial\nand Accounting Officers and Managers.\n\n·Provide a mechanism for members of the finance organization to inform senior management\nof deviations in practice from policies and procedures governing honest and ethical behavior.\n\n4\n\n(b)\nFinancial and Accounting Officers and Managers will establish and manage the enterprise transaction and reporting systems and procedures\nto ensure that:\n\n·Business transactions are properly authorized and completely and accurately recorded\non the Company’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and the established Company\nfinancial policy.\n\n·The retention or proper disposal of Company records are in accordance with applicable\nlegal and regulatory requirements.\n\n·Periodic financial communications and reports will be delivered in a manner that\nfacilitates a high degree of clarity of content and meaning so that readers and users can determine their significance and consequence.\n\nI acknowledge that I have read this\nCode, a copy of which has been supplied to me and which I will retain for future reference) and agree to comply in all respects with the\nterms and provisions hereof. I also acknowledge that this Code may be further modified or supplemented from time to time, and I agree\nto comply with those modifications and supplements, as well.\n\nCorby Marshall\n\n/s/ Corby Marshall\n\nCorby\nMarshall (Mar 31, 2026 23:57:11 EDT)\n\nSignature\n\nEffective Date: March 31st, 2026\n\n5"}