CBDW 8-K
1606 Corp. (CBDW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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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).
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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”).
On August 6, 2025, the Company and Mr. Lambrecht entered into an Addendum to the Note. Pursuant to the Addendum, the principal of the Note is increased to $1,739,550. In addition, subject to a beneficial ownership limitation of 4.99%, all accrued and unpaid interest and principal of the Note is convertible, at the option of Mr. Lambrecht, into shares of the Company’s Common Stock at a discount of 25% of the closing bid price of the Common Stock on the date of conversion.
The foregoing summary of the Addendum does not purport to be complete statements of the terms and conditions under the Addendum, of which are qualified in their entirety by the full terms and conditions of the Addendum, 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 |
| Addendum to Amended and Restated Promissory Note Issued to Gregory Lambrecht | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: August 12, 2025 | By: | /s/ Austen Lambrecht |
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| Austen Lambrecht, Chief Executive Officer |
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EXHIBIT 4.1
