1606 Corp. extends closing on Texas asset deal

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.

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Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

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.

Key Figures

Purchase price: $11,168,864 Extension Fee: $312,000 Operational Offset Amount: $75,000 +4 more

7 metrics

Purchase price $11,168,864 Total purchase price for Angelina County, Texas property and assets

Extension Fee $312,000 Paid for extending closing date to October 31, 2026

Operational Offset Amount $75,000 Portion of Extension Fee, fully earned and generally non-refundable

Tax Contribution $237,000 Applied to ad valorem tax litigation, credited to price if closing

Earnest money $250,000 Previously paid, fully earned by seller and non-refundable

Extended closing date October 31, 2026 New closing deadline under Second Amendment

Tax suit deadline June 12, 2026 Date by which seller must secure payment plan or settlement

Key Terms

Material Definitive Agreement, Second Amendment to Purchase and Sale Agreement, ad valorem tax litigation, earnest money, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On May 27, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Second Amendment to Purchase and Sale Agreement financial

"entered into the Second Amendment to Purchase and Sale Agreement"

ad valorem tax litigation financial

"Tax Contribution to be applied by Seller toward resolution of certain ad valorem tax litigation"

earnest money financial

"The $250,000 in earnest money previously paid by the Company"

Extension Fee financial

"the Company shall pay Seller $312,000 (the "Extension Fee")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did 1606 Corp. (CBDW) update in this 8-K filing?

1606 Corp. updated its Purchase and Sale Agreement for real property and related assets in Angelina County, Texas. The Second Amendment extends the closing date and adjusts consideration terms without changing the total purchase price of $11,168,864 for the transaction.

How much is the Extension Fee 1606 Corp. (CBDW) will pay the seller?

1606 Corp. will pay a total Extension Fee of $312,000. This includes a $75,000 Operational Offset Amount and a $237,000 Tax Contribution, which will be applied to ad valorem tax litigation and credited against the purchase price if closing occurs.

What happens if the tax litigation condition is not met in the 1606 Corp. (CBDW) deal?

If the seller has not entered a written payment plan or settlement with taxing authorities regarding the tax suit by June 12, 2026, the agreement automatically terminates. In that case, the seller must refund the entire $312,000 Extension Fee to 1606 Corp.

Did 1606 Corp. (CBDW) change the purchase price in the amended agreement?

The total purchase price remains unchanged at $11,168,864. While the Second Amendment extends the closing date and adds a $312,000 Extension Fee structure, it does not alter the overall agreed purchase price for the Texas property and related assets.

What is the status of the earnest money in the 1606 Corp. (CBDW) transaction?

The company previously paid $250,000 in earnest money under the First Amendment. This earnest money is described as fully earned by the seller and non-refundable, separate from the newly agreed $312,000 Extension Fee tied to the closing extension.

When did 1606 Corp. (CBDW) extend the closing date for the Texas property purchase?

On May 27, 2026, 1606 Corp. and the seller signed the Second Amendment. This amendment moves the closing date from May 22, 2026 to October 31, 2026 while keeping other core economic terms of the property purchase largely intact.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 12:28 PM EDT

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): May 27, 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 May 27, 2026, 1606 Corp., a Nevada corporation (the "Company"), and Jefferson Enterprise Energy, LLC, a Texas limited liability company ("Seller"), entered into the Second Amendment to Purchase and Sale Agreement (the "Second Amendment"), further amending that certain Purchase and Sale Agreement effective as of March 12, 2026 (as previously amended by the First Amendment dated April 13, 2026, the "Agreement"), relating to the Company's purchase of certain real property and related assets located in Angelina County, Texas.

The Second Amendment extends the closing date under the Agreement from May 22, 2026 to October 31, 2026 and the total purchase price of $11,168,864 remains unchanged. As consideration for the extension, the Company shall pay Seller $312,000 (the "Extension Fee") within one (1) business day after May 27, 2026, comprised of (i) a $75,000 Operational Offset Amount, which is fully earned by Seller upon receipt and non-refundable except as described below, and (ii) a $237,000 Tax Contribution to be applied by Seller toward resolution of certain ad valorem tax litigation affecting the property (the "Tax Suit"), which will be credited against the purchase price if closing occurs. The $250,000 in earnest money previously paid by the Company pursuant to the First Amendment remains fully earned by Seller and non-refundable. If Seller has not entered into a written payment plan or settlement with the applicable taxing authorities with respect to the Tax Suit on or before June 12, 2026, the Agreement will automatically terminate and Seller shall refund the entire Extension Fee to the Company.

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: June 2, 2026	By:	/s/ Austen Lambrecht
		Austen Lambrecht, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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