CBDW 8-K
1606 Corp. (CBDW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Item 1.01 Entry into a Material Definitive Agreement
On May 27, 2026, 1606 Corp., a Nevada corporation (the "Company"), and Jefferson Enterprise Energy, LLC, a Texas limited liability company ("Seller"), entered into the Second Amendment to Purchase and Sale Agreement (the "Second Amendment"), further amending that certain Purchase and Sale Agreement effective as of March 12, 2026 (as previously amended by the First Amendment dated April 13, 2026, the "Agreement"), relating to the Company's purchase of certain real property and related assets located in Angelina County, Texas.
The Second Amendment extends the closing date under the Agreement from May 22, 2026 to October 31, 2026 and the total purchase price of $11,168,864 remains unchanged. As consideration for the extension, the Company shall pay Seller $312,000 (the "Extension Fee") within one (1) business day after May 27, 2026, comprised of (i) a $75,000 Operational Offset Amount, which is fully earned by Seller upon receipt and non-refundable except as described below, and (ii) a $237,000 Tax Contribution to be applied by Seller toward resolution of certain ad valorem tax litigation affecting the property (the "Tax Suit"), which will be credited against the purchase price if closing occurs. The $250,000 in earnest money previously paid by the Company pursuant to the First Amendment remains fully earned by Seller and non-refundable. If Seller has not entered into a written payment plan or settlement with the applicable taxing authorities with respect to the Tax Suit on or before June 12, 2026, the Agreement will automatically terminate and Seller shall refund the entire Extension Fee to the Company.
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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.
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Date: June 2, 2026 | By: | /s/ Austen Lambrecht |
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| Austen Lambrecht, Chief Executive Officer |
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