1606 Corp.'s SEC filings document 8-K material events for a Nevada corporation, including definitive agreements, amendments to asset purchase arrangements, convertible promissory note obligations, capital-structure disclosures, governance matters, and operating and financial results.
The filings provide formal records of material agreements, direct financial obligations, common-stock conversion provisions, beneficial-ownership limitations, regulatory disclosures, and public-company reporting matters tied to CBDW's AI-focused technology and infrastructure strategy.
1606 Corp. (CBDW) reported a week of site visits and meetings with prospective counterparties, capital providers, data center operators, potential power offtakers and infrastructure groups about its East Texas project. Discussions covered possible acquisition of the property and project rights, financing and recommissioning of the existing biomass facility, power offtake, joint ventures, and a sale or assignment of the Company’s contractual interests. No alternative has been selected.
The project includes an existing biomass generation facility and related infrastructure on approximately 132 acres. The company said financing needed for the proposed acquisition has not been secured, and closing remains subject to conditions, including an October 31, 2026 deadline under the PSA. CEO Austen Lambrecht said the company is seeking actionable proposals; it plans to continue discussions and provide updates as material developments occur.
1606 Corp. (CBDW) and Sim Agro Inc. mutually terminated their May 2, 2026 Agreement and Plan of Stock Exchange effective September 28, 2026, abandoning a planned acquisition of newly issued Sim Agro shares representing 51% of its fully diluted capital. The closing never occurred; 1606 issued no shares, Sim Agro issued no shares to 1606, and no purchase price or other consideration was paid.
The parties state that pre-closing documents—including a promissory note with an original principal amount of $422,322.00 and a debt restructuring and novation agreement—never became effective absent closing and are rescinded and cancelled. The mutual releases cover acquisition-related claims but exclude preserved creditor rights relating to ENMAS, Jefferson and the power plant assets. As between the parties, Sim Agro remains responsible for ENMAS obligations and must indemnify 1606 for qualifying ENMAS claims, conduct the defense after notice, and advance related expenses within 30 days after an invoice or reasonable documentation. 1606 Chief Executive Officer Austen Lambrecht and Sim Agro President Karthik Raghavan signed; Alur Chakrapani and Raghavan also signed as novation signatories.
1606 Corp. (CBDW) announced a non-binding Letter of Intent with Prime Tex Group, USA to explore a potential acquisition or assignment of 1606’s contractual rights and interests under a Purchase and Sale Agreement for an approximately 132-acre biomass power and data center development property in Lufkin, Texas. The LOI, dated September 6, 2026, allows Prime Tex to conduct due diligence on the Project’s power infrastructure, permits and related matters but does not obligate either party to negotiate or complete a transaction.
The LOI is expressly non-binding and non-exclusive, and 1606 can continue to pursue other strategic alternatives involving the Project while discussions with Prime Tex proceed. The LOI expires on December 31, 2026 unless extended. Management highlights that the Project’s existing biomass facility and powered-site potential are being evaluated for data center and AI-related uses, but notes that any transaction or redevelopment remains subject to financing, extensive recommissioning or repair needs, and resolution of pending tax and other litigation affecting the property; the current PSA closing deadline is October 31, 2026 and previously paid earnest money and extension fees are non-refundable if the acquisition does not close.
1606 Corp. (CBDW) announced a generally non-binding Letter of Intent with EthosEnergy O&M for potential operations and maintenance of its planned approximately 55 MW Lufkin, Texas biomass power facility, intended to support data centers and other power‑intensive applications, contingent on closing the Lufkin acquisition and reaching a definitive Operations and Maintenance Agreement.
The Lufkin project covers about 132 acres and is being acquired on an “as‑is, where‑is” basis, which may require substantial recommissioning, repair or replacement of equipment. Closing under the amended purchase and sale agreement is targeted no later than October 31, 2026 and depends on 1606 obtaining financing and resolving pending tax and other litigation affecting the property.
1606 states it evaluates its capital structure from time to time but has not determined to pursue any specific corporate action, including a reverse stock split, and emphasizes that any such future actions would be forward‑looking in nature while management focuses on advancing the Lufkin project and related financing and strategic opportunities.
1606 Corp. (CBDW) reports progress on its planned acquisition and redevelopment of an approximately 132-acre biomass power facility and data center site in Lufkin, Texas. The strategy targets AI and high-performance computing data center end users using the site’s existing ~55 MW biomass generation and power infrastructure.
The company has engaged MDM Group LLC to market the project to hyperscale operators, AI compute companies, infrastructure investors and other potential off-takers, partners or purchasers, including options such as off-take agreements, joint ventures, or a sale or assignment of 1606’s contractual interest. In parallel, 1606 hired an experienced power-generation services firm, which has delivered a detailed operations and maintenance plan to support plant recommissioning and future operations.
1606 remains current with SEC reporting and continues to work toward closing the Lufkin acquisition under an existing purchase agreement that currently provides for a closing on or before October 31, 2026. Closing has been extended multiple times and still depends on securing financing. The company discloses that it has paid substantial non-refundable amounts under the purchase agreement that are not credited to the purchase price and will be forfeited if the acquisition does not close.
1606 Corp reported no revenue for the three and six months ended June 30, 2026 and recorded net losses of $121,063 for the quarter and $1,187,579 year-to-date, compared with losses of $210,111 and $418,450 in the prior-year periods. The larger loss mainly reflects $1,126,054 of interest expense, including amortization of debt discounts, and a $450,000 acquisition extension fee, partly offset by a $654,704 gain from the change in fair value of derivative liabilities.
The balance sheet shows $41,581 in total assets against $3,976,650 in liabilities, resulting in a stockholders’ deficit of $3,935,069. Management states that these conditions raise substantial doubt about the company’s ability to continue as a going concern and estimates a $1,000,000 cash need over the next 12 months, excluding a planned Texas property acquisition requiring $7,000,000 in cash at closing.
Liquidity is being funded through high‑discount convertible notes and a related‑party convertible note with a $2,064,584 principal balance that is convertible at a 50% discount to market, driving significant dilution. Common shares outstanding rose from 472,426,803 at December 31, 2025 to 1,342,039,105 at August 14, 2026. The company is shifting its strategy from AI chatbots toward power infrastructure and data‑center assets, including a pending acquisition of Sim Agro Inc. and a purchase agreement for a 55‑megawatt Texas power facility, though both transactions remain uncompleted. Management also discloses material weaknesses in internal controls, including lack of an audit committee and inadequate segregation of duties.
1606 Corp. entered into a strategic agreement with MDM Group LLC to market and commercialize its planned acquisition of an approximately 132-acre power campus in East Texas, which includes about 55 MW of behind-the-meter generation and an existing industrial facility intended for AI, cloud, and high-performance computing deployments. MDM Group will identify and introduce prospective buyers, long-term capacity off-takers, and joint venture partners from its network of AI infrastructure developers, hyperscale operators, institutional investors, and enterprise compute companies.
The engagement is a success-fee-only arrangement with no upfront or monthly advisory fees and is limited to commercial real estate and infrastructure advisory services, not securities or capital raising. 1606 is evaluating multiple commercialization pathways, including long-term AI and HPC capacity leases, strategic joint ventures for data center development, and additional infrastructure financing following acquisition. The company’s Purchase and Sale Agreement for the Lufkin facility currently extends through October 31, 2026, allowing time to complete financing, advance due diligence, and consider strategic opportunities, while acknowledging risks such as financing uncertainty, transaction closing risk, and pending litigation and title matters affecting the property.
1606 Corp amended a promissory note held by former Chief Executive Officer and director Gregory Lambrecht and reported a board change. An addendum to the Amended and Restated Promissory Note relates to outstanding principal of $2,037,184.36 as of March 31, 2026 and extends the maturity date to December 31, 2026. All accrued principal and interest are now convertible, at the holder’s option, into common stock at a conversion price set at a 50% discount to the closing bid on the conversion date, subject to a beneficial ownership cap that limits the holder to no more than 9.99% of outstanding common stock and in no event 10% or more, with increases effective only after 61 days’ written notice. The company also disclosed that director Venu Aravamudan resigned effective July 21, 2026; the board accepted his resignation and fixed the authorized board size at two directors, leaving the resulting vacancy unfilled.
1606 Corp. is advancing its planned acquisition of a power generation and infrastructure project in Angelina County, Texas by amending its Purchase and Sale Agreement with Jefferson Enterprise Energy. The amendment extends the targeted closing date to October 31, 2026 and required an extension payment.
Management reports active discussions with institutional investors, family offices, and energy-focused financing groups and has received multiple term sheets and proposed structures, though no binding financing commitments are in place. The project spans about 132 acres and includes an existing power plant, utility infrastructure, rail access, industrial improvements, and a 50,000-square-foot warehouse, which the company views as a platform for future data center and AI-related development.
Forward-looking risk factors highlight the need for additional funding, timely payment of the remaining $112,000 extension fee balance due on or before June 30, 2026, successful financing for the acquisition, resolution of pending tax and insurance litigation currently set for trial on August 17, 2026, and the seller’s ability to clear title, all of which could affect whether the transaction closes by October 31, 2026.
1606 Corp. entered a Second Amendment to its Purchase and Sale Agreement with Jefferson Enterprise Energy for real property and related assets in Angelina County, Texas. The amendment extends the deal’s closing date from May 22, 2026 to October 31, 2026 while keeping the total purchase price at $11,168,864.
For this extension, 1606 Corp. will pay a $312,000 Extension Fee within one business day after May 27, 2026. This consists of a $75,000 Operational Offset Amount, which is fully earned and generally non-refundable, and a $237,000 Tax Contribution to be applied to ad valorem tax litigation affecting the property, credited against the purchase price if the deal closes.
The previously paid $250,000 in earnest money remains fully earned by the seller and non-refundable. However, if the seller has not entered into a written payment plan or settlement with taxing authorities regarding the tax suit by June 12, 2026, the agreement automatically terminates and the seller must refund the entire Extension Fee to 1606 Corp.