CBDW adds 25% discounted conversion; note now $1,829,550

Rhea-AI Filing Summary

1606 Corp. (CBDW) entered into an addendum to a promissory note with former CEO Gregory Lambrecht. Effective October 21, 2025, the principal increased to $1,829,550. The note, which had been amended previously to $1,528,550 on March 31, 2025, now allows Mr. Lambrecht, at his option, to convert all accrued and unpaid interest and principal into common stock at a 25% discount to the closing bid price on the conversion date, subject to a 4.99% beneficial ownership limitation.

The company incorporated this agreement as a material definitive agreement and as a direct financial obligation. The addendum is filed as Exhibit 4.1.

Insights

Debt & Convertible Securities Analyst

Debt increased to $1,829,550 with a 25% discounted conversion option.

1606 Corp. amended a note with Gregory Lambrecht, raising principal to $1,829,550 and adding an option to convert principal and accrued interest into common stock at a 25% discount to the closing bid price. A 4.99% beneficial ownership cap limits any single post-conversion stake.

Mechanically, the discount can lead to share issuance at below-market prices if conversions occur, while the ownership cap constrains immediate concentration. Actual dilution depends on whether and when conversions are elected and the trading price at that time.

The item is recorded as both a material agreement and a direct financial obligation. Subsequent filings may provide specific conversion activity or any amendments to terms.

0001877461false00018774612025-10-212025-10-21iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): October 21, 2025

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 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 October 21, 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 $1,829,550. 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
4.1		Addendum 2 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.
Date: October 24, 2025	By:	/s/ Austen Lambrecht
		Austen Lambrecht, Chief Executive Officer

3

FAQ

What did 1606 Corp. (CBDW) report in this 8-K?

An addendum to a promissory note with Gregory Lambrecht, increasing principal to $1,829,550 and adding a conversion option at a 25% discount.

What is the new principal amount of the note for CBDW?

The principal was increased to $1,829,550 as of October 21, 2025.

Who holds the note referenced by 1606 Corp.?

The note is held by Gregory Lambrecht, the company’s former CEO and director.

What are the conversion terms disclosed by CBDW?

All accrued and unpaid interest and principal are convertible at the holder’s option into common stock at a 25% discount to the closing bid price on the conversion date.

Is there a cap on ownership upon conversion for CBDW's note?

Yes. A 4.99% beneficial ownership limitation applies to prevent exceeding that level upon conversion.

Which exhibits were filed with the 8-K by 1606 Corp.?

Exhibit 4.1: Addendum 2 to the Amended and Restated Promissory Note; Exhibit 104: Cover Page Interactive Data File.