1606 Corp (CBDW) okays $1,885,050 convertible note to former CEO

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

1606 Corp. entered into a revised financing arrangement with its former CEO and director, Gregory Lambrecht. On March 17, 2026, the board approved issuing him an Amended and Restated Promissory Note with a principal amount of $1,885,050, reflecting additional loans he provided.

The note is effective as of December 31, 2025 and also matures on December 31, 2025. At Mr. Lambrecht’s option and subject to a 9.99% beneficial ownership cap, the note can be converted into common stock at a 25% discount to the closing bid price on the conversion date.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Understanding 8-K Material Events →

03/23/2026 - 06:15 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2026

1606 Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-56467	86-1497346
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

2425 E. Camelback Rd Suite 150

Phoenix, AZ 85016

(Address of principal executive offices, including zip code)

(602) 481-1544

(Registrant’s telephone number, including area code)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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 17, 2026 the board of directors of the Company approved the issuance to Mr. Lambrecht (the “Holder”) an Amended and Restated Promissory Note in the principal amount of $1,885,050 (the “Note”). The Note is issued effective December 31, 2025, matures December 31, 2025, and, subject to a 9.99% beneficial ownership limitation and at the option of the Holder, is convertible, 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 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
4.1		Amended and Restated Promissory Note Issued to Gregory Lambrecht dated December 31, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: March 23, 2026	By:	/s/ Austen Lambrecht
		Austen Lambrecht, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did 1606 Corp (CBDW) disclose in this 8-K filing?

1606 Corp disclosed a new Amended and Restated Promissory Note with former CEO Gregory Lambrecht. The board approved a $1,885,050 principal balance, reflecting additional loans and setting terms for maturity and potential stock conversion at a discount, subject to an ownership cap.

What is the principal amount of the new 1606 Corp promissory note?

The new Amended and Restated Promissory Note has a principal amount of $1,885,050. This replaces an earlier $1,220,550 note and incorporates additional amounts loaned by former CEO Gregory Lambrecht, consolidating the company’s obligations into a single, larger convertible debt instrument.

When does the 1606 Corp note to Gregory Lambrecht become effective and when does it mature?

The Amended and Restated Promissory Note is issued effective December 31, 2025 and also matures on December 31, 2025. This means the effective date and maturity date are the same, so repayment or conversion is tied to that specific calendar date.

Is the 1606 Corp note to Gregory Lambrecht convertible into common stock?

Yes, the note is convertible into 1606 Corp common stock at Mr. Lambrecht’s option. Conversion occurs at a 25% discount to the closing bid price on the conversion date and is limited by a 9.99% beneficial ownership restriction to cap his overall shareholding.

What is the 9.99% beneficial ownership limitation in 1606 Corp’s note?

The 9.99% beneficial ownership limitation restricts Gregory Lambrecht from converting the note into common stock if it would push his beneficial ownership above 9.99%. This cap helps limit concentration of ownership and potential dilution from conversions triggered under the discounted pricing.

How does the new 1606 Corp note differ from the 2024 promissory note?

In November 2024, 1606 Corp issued an Amended and Restated Promissory Note for $1,220,550. The March 2026 board approval increases the principal to $1,885,050, reflecting additional loans and restating terms in a single instrument with defined conversion and maturity provisions.

Filing Exhibits & Attachments

6 documents