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1606 Corp (CBDW) sets 50% discount conversion and 9.99% cap on ex-CEO note

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Outstanding Note Principal $2,037,184.36 Principal balance of the Amended and Restated Promissory Note as of March 31, 2026
Maturity Date December 31, 2026 Extended maturity date of the Note under the Addendum
Conversion Discount 50% discount to closing bid price Conversion price for principal and interest into common stock on the conversion date
Beneficial Ownership Limit 9.99% of outstanding Common Stock Maximum beneficial ownership allowed for the holder after conversion
Ownership Ceiling 10% of outstanding Common Stock Holder may not beneficially own 10% or more of outstanding common stock after conversion
Board Size Two directors Authorized number of directors after acceptance of Venu Aravamudan’s resignation
Director Resignation Date July 21, 2026 Effective date of Venu Aravamudan’s resignation from the Board
Amended and Restated Promissory Note financial
"issued to Gregory Lambrecht, an Amended and Restated Promissory Note, which was subsequently amended"
beneficial ownership limitation regulatory
"continue a beneficial ownership limitation prohibiting any conversion to the extent that, after giving effect"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Rule 144 regulatory
"tack back to amounts previously loaned to the Company for purposes of satisfying the holding period under Rule 144"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
direct financial obligation regulatory
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"

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FAQ

What material agreement did 1606 Corp (CBDW) enter into with Gregory Lambrecht?
1606 Corp approved an addendum to an existing Amended and Restated Promissory Note held by former CEO Gregory Lambrecht, addressing $2,037,184.36 in principal as of March 31, 2026 and revising the note’s maturity, conversion rights, and beneficial ownership limits.

How large is the promissory note disclosed by 1606 Corp (CBDW)?
The outstanding principal balance of the note held by former CEO Gregory Lambrecht was $2,037,184.36 as of March 31, 2026. This balance is subject to the amended terms in the addendum, including the extended maturity date and revised conversion features.

What are the new conversion terms for 1606 Corp’s (CBDW) promissory note?
All accrued and unpaid principal and interest are convertible, at the holder’s sole option, into common stock at a price equal to a 50% discount to the closing bid on the conversion date, subject to the stated beneficial ownership limitation and other conditions in the addendum.

What is the 9.99% beneficial ownership limitation mentioned by 1606 Corp (CBDW)?
The addendum maintains a beneficial ownership limitation that prohibits conversions causing the holder to beneficially own more than 9.99% of outstanding common stock, and in no event 10% or more, with any increase in this limit effective only on the 61st day after written notice.

When does the amended promissory note of 1606 Corp (CBDW) now mature?
Under the addendum, the maturity date of the Amended and Restated Promissory Note is extended to December 31, 2026. Other than the specific changes described, all remaining terms and conditions of the note continue in full force and effect.

Which director resigned from 1606 Corp (CBDW) and what happened to the board size?
Director Venu Aravamudan resigned from the board effective July 21, 2026. The board accepted his resignation and fixed the authorized number of directors at two, leaving the vacancy created by his departure unfilled at this time.

 

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): July 22, 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 (the “Holder”), an Amended and Restated Promissory Note, which was subsequently amended and restated effective December 31, 2025 (as amended and restated, the “Note”). As of March 31, 2026, the outstanding principal balance of the Note was $2,037,184.36.

 

On July 22, 2026, the Board of Directors of the Company (the “Board”), by unanimous written consent, approved an Addendum to the Note (the “Addendum”), dated June 9, 2026, by and between the Company and the Holder. The Addendum amends the Note to, among other things: (i) extend the Maturity Date of the Note to December 31, 2026; (ii) amend and restate the conversion provisions of the Note in their entirety; (iii) provide that, subject to the beneficial ownership limitation described below, all accrued and unpaid interest and principal under the Note is convertible, at the sole option of the Holder, into shares of the Company’s common stock (the “Common Stock”) at a conversion price equal to a 50% discount to the closing bid price of the Common Stock on the date of conversion; (iv) continue a beneficial ownership limitation prohibiting any conversion to the extent that, after giving effect to such conversion, the Holder (together with its affiliates and attribution parties) would beneficially own in excess of 9.99% of the outstanding Common Stock, and in no event 10% or more of the outstanding Common Stock, with any increase in such limitation effective only on the 61st day after written notice to the Company; and (v) provide that, if permitted under the Securities Act of 1933, as amended, the Holder may tack back to amounts previously loaned to the Company for purposes of satisfying the holding period under Rule 144. Except as expressly amended by the Addendum, all other terms and conditions of the Note remain in full force and effect.

 

The foregoing summary of the Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Addendum, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 21, 2026, Venu Aravamudan notified the Company of his resignation as a member of the Board, effective immediately. On July 22, 2026, the Board, by unanimous written consent, accepted Mr. Aravamudan’s resignation and, in connection therewith, fixed the authorized number of directors of the Company at two, with the vacancy created by such resignation to remain unfilled at this time.

 

Mr. Aravamudan’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

4.1

 

Addendum to Amended and Restated Promissory Note, dated June 9, 2026, by and between 1606 Corp. and 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.

 

 

 

 

Date: July 24, 2026

By:

/s/ Austen Lambrecht

 

 

 

Austen Lambrecht, Chief Executive Officer

 

 

 

3

 

Source: View Original Filing on SEC EDGAR

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