CBDW 8-K
1606 Corp. (CBDW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
On November 1, 2024, 1606 Corp., a Nevada corporation (the “Company”), issued to Gregory Lambrecht, the Company’s former Chief Executive Officer and director, an Amended and Restated Promissory Note in the principal amount of $1,220,550.
Due to additional amounts loaned by Mr. Lambrecht to the Company, on March 31, 2025, the Company issued to Mr. Lambrecht an Amended and Restated Promissory Note in the principal amount of $1,528,550 (the “Note”). The issuance of the Note was approved by the board of directors of the Company on May 2, 2025.
The Note matures on December 31, 2025, does not accrue any interest, and is subject to the following “Events of Default:”
| · | The Company fails to pay, in full, any principal or other amounts due upon maturity; |
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| · | The Company defaults in the performance of or compliance with any covenant, agreement or other obligation contained in the Note that is not remedied, waived or cured within 15 business days; |
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| · | Any representation or warranty of the Company contained in the Note proves to have been false or incorrect in any material respect as of the date of the Note; |
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| · | The Company has an uncured default for more than 30 days (as principal, guarantor, or other surety) in the payment of any principal of, premium (if any) or interest on any indebtedness for borrowed money to any other party, or defaults in the performance of or compliance with any other obligation contained in the documentation evidencing or securing any other indebtedness, and in connection with the default the indebtedness becomes due and payable prior to the date it would otherwise become due and payable, or the Company fails to pay the indebtedness at its stated maturity; or |
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| · | other than on terms approved beforehand by the Mr. Lambrecht, the Company shall institutes proceedings to be adjudicated as bankrupt or insolvent, or consents to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under Title XI of the United States Code, or any other applicable. |
The foregoing summary of the Note does not purport to be complete statements of the terms and conditions under the Note, of which are qualified in their entirety by the full terms and conditions of the Note, which is filed hereto as Exhibit 4.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Amended and Restated Promissory Note Issued to Gregory Lambrecht on March 31, 2025 | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 1606 Corp. |
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Date: May 5, 2025 | By: | /s/ Austen Lambrecht |
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| Austen Lambrecht, Chief Executive Officer |
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EXHIBIT 4.1
AMENDED AND RESTATED PROMISSORY NOTE
| $1,528,550 | Date: March 31, 2025 |
1606 Corp., a Nevada corporation (the “Borrower”), for value received hereby promises to pay to Gregory Lambrecht (the “Holder”), the principal sum of One Million Five Hundred Twenty Eight Thousand Five Hundred and Fifty Dollars ($1,528,550), or such lesser amount as shall equal the then outstanding principal amount hereof, inclusive of accrued and unpaid interest on such outstanding principal amount, as set forth below, on December 31, 2025 (“Maturity”). The Borrower and Holder agree that this Amended and Restated Promissory Note shall replace and supersede that Amended Promissory Note issued by the Borrower to the Holder on December 31, 2024, which Promissory Note shall be deemed cancelled, null and void. Payment for all amounts due hereunder shall be made by mail to the registered address of the Holder, or, if requested in writing by the Holder, by wire transfer in accordance with the Holder’s instructions.
The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:
1. Payment of Principal. All outstanding principal on this Note shall be paid in full on Maturity.
2. Events of Default. If one or more of the following events (each an “Event of Default”) shall occur:
(a) Borrower shall fail to pay in full any principal or other amounts due to Holder under this Note;
(b) Borrower shall default in the performance of or compliance with any covenant, agreement or other obligation of Borrower contained in this Note that is not remedied, waived or cured within 15 business days following such default in performance or noncompliance;
(c) any representation or warranty of the Borrower contained herein shall prove to have been false or incorrect in any material respect as of the date of this Note;
(d) Borrower shall have an uncured default for more than 30 days (as principal, guarantor or other surety) in the payment of any principal of, premium (if any) or interest on any indebtedness for borrowed money to any other party, or shall default in the performance of or compliance with any other obligation contained in the documentation evidencing or securing any such other indebtedness, and in connection with such default such indebtedness becomes due and payable prior to the date it would otherwise become due and payable, or the Borrower shall fail to pay such indebtedness at its stated maturity;
(e) other than on terms approved beforehand by the Holder, the Borrower shall institute proceedings to be adjudicated as bankrupt or insolvent, or shall consent to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under Title XI of the United States Code, or any other applicable federal or state law, or shall consent to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Borrower, or of any substantial part of its property, or shall make an assignment for the benefit of creditors, or shall take corporate action in furtherance of any such action;
(f) within 30 days after the commencement of an action against the Borrower (and service of process in connection therewith on the Borrower) seeking any bankruptcy, reorganization, liquidation, dissolution, or similar relief under any present or future statute, law, or regulation, such action shall not have been resolved in favor of the Borrower or all orders or proceedings thereunder affecting the operations or the business of the Borrower stayed, or the stay of any such order or proceeding shall thereafter be set aside, or within 30 days after the appointment without the consent or acquiescence of the Borrower of any trustee, receiver or liquidator of the Borrower, such appointment shall not have been vacated;
(g) entry of a final judgment in excess of $500,000 (excluding insured portions) against the Borrower or for which the Borrower is otherwise responsible that is not stayed, bonded or discharged within 30 days; or
(h) any plan of liquidation or dissolution or winding up is adopted by the Borrower’s board of directors or stockholders or the Borrower is involuntarily dissolved or otherwise wound up; then, upon the occurrence of any Event of Default described in paragraph (a), (d), (e), (f), or (h) above, all outstanding principal of this Note and all accrued but unpaid interest thereon shall be accelerated automatically, without any further action by any party, and shall become immediately due and payable notwithstanding any other provision of this Note, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Borrower; and upon the occurrence of any other Event of Default described in the other paragraphs above, the Holder may, at the Holder’s option exercisable at any time thereafter, by notice to the Borrower in writing, accelerate this Note and declare the entire outstanding principal balance of this Note and all accrued but unpaid interest thereon immediately due and payable, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Borrower. The Holder may enforce its rights under this Note and otherwise at law or in equity or both, all remedies available to the Holder under this Note or otherwise shall be cumulative, and no course of dealing between the Borrower and the Holder or any delay or omission in exercising any power or right shall operate as a waiver thereof. The Borrower shall notify the Holder immediately in writing of the occurrence of any Event of Default, which notification shall include a summary of the material facts relating to such Event of Default and shall specify the date on which such Event of Default occurred.
3. Assignment. The rights and obligations of the Borrower and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
4. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Borrower and the Holder. Any amendment, waiver, modification or consent entered into pursuant to this Section 4 shall be effective only in the specific instance and for the specific purpose for which it was given.
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5. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery; upon confirmed transmission by telecopy or telex if sent during normal business hours of the recipient (or if not, on the next business day of the recipient); three days after deposit with the United States Post Office, by registered or certified mail, postage prepaid; or otherwise upon delivery by hand or by messenger or one day after deposit with a nationally recognized courier service, addressed (a) if to the Borrower, 1606 Corp., 2425 E Camelback Rd., Suite 150, Phoenix AZ 85016, or to such other address as the Borrower shall have furnished to the Holder in writing, or (b) if to the Holder, Gregory Lambrecht, 6738 N. Central Avenue, Phoenix, Arizona 85012, or to such other addresses as the Holder shall have furnished to the Borrower in writing.
6. Governing Law. The Agreement shall be governed by, and construed under, the laws of the State of Arizona.
7. Collection Costs. The Borrower shall pay on demand all reasonable costs and expenses, including without limitation reasonable fees and expenses of counsel, incurred by the Holder in connection with enforcement of its rights under this Note.
8. Lost, Stolen or Mutilated Note. If this Note is lost, stolen, mutilated or destroyed, the Borrower will, on such reasonable terms with respect to indemnity or otherwise as it may in its discretion impose, issue a new note of like denomination, tenor, and date as this Note. Any such new note shall constitute an original contractual obligation of the Borrower, and the lost, stolen, mutilated or destroyed, as applicable, Note shall be null and void.
9. Counterparts. This Note may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.
This Note has been executed and delivered as of the date first written above.
BORROWER:
1606 Corp.
/s/ Austen Lambrecht
By: Austen Lambrecht, CEO
HOLDER:
/s/ Gregory Lambrecht
Gregory Lambrecht, an Individual
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