[8-K] 1606 CORP. Reports Material Event

Rhea-AI Filing Summary

1606 Corp. (CBDW) reported that it has signed a nonbinding Acquisition Term Sheet to be acquired by Sim Agro Inc., described as a leading privately held power and sustainable energy company with experience in energy generation and infrastructure for sectors including manufacturing and datacenters. The update was provided through a press release furnished to regulators. Because the term sheet is nonbinding, it signals interest in a potential transaction but does not guarantee that a definitive agreement or closing will occur. The company notes that the press release is summary information, should be read together with its other public filings, and is being furnished under disclosure rules so it is not deemed filed or incorporated by reference into other reports.

Insights

M&A and small-cap equity analyst

CBDW announces a potential sale via a nonbinding term sheet with Sim Agro.

1606 Corp. disclosed that it signed a nonbinding Acquisition Term Sheet for a potential acquisition by Sim Agro Inc. This indicates that both parties are exploring a transaction in which 1606 Corp. would be acquired, which could significantly change the company’s future direction if it proceeds to a definitive agreement.

The counterparty, Sim Agro Inc., is characterized as a leading privately held power and sustainable energy company with experience in energy generation and infrastructure for manufacturing and datacenters. However, the excerpt does not provide financial terms, structure, or conditions for the potential deal, and the nonbinding nature means either party can still walk away.

The company furnished the press release under Regulation FD-style disclosure (Item 7.01), stating it is not deemed filed and is not incorporated by reference into other reports. This underscores that the disclosure is informational at this stage; the actual outcome will depend on whether the parties negotiate and execute binding transaction documents in the future.

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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): November 18, 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 RdSuite 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 7.01 Regulation FD Disclosure.

On November 18, 2025, 1606 Corp., a Nevada corporation (the “Company”), filed a press release which announced it has signed a nonbinding Acquisition Term Sheet to be acquired by Sim Agro Inc., a leading privately held power and sustainable energy company with extensive experience in energy generation and infrastructure development for various sectors including manufacturing and datacenters.

The furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information in this Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated November 18, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: November 18, 2025	By:	/s/ Austen Lambrecht
		Austen Lambrecht, Chief Executive Officer

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FAQ

What did 1606 Corp. (CBDW) announce in its latest 8-K filing?

1606 Corp. (CBDW) announced that it has signed a nonbinding Acquisition Term Sheet to be acquired by Sim Agro Inc., and furnished a press release describing this potential transaction.

Who is Sim Agro Inc. in relation to 1606 Corp. (CBDW)?

Sim Agro Inc. is identified as a leading privately held power and sustainable energy company with extensive experience in energy generation and infrastructure development for sectors such as manufacturing and datacenters, and is the proposed acquirer of 1606 Corp. under the nonbinding term sheet.

Is the acquisition agreement between 1606 Corp. (CBDW) and Sim Agro Inc. binding?

No. The company states it has signed a nonbinding Acquisition Term Sheet, which indicates an intention to explore a transaction but does not obligate either party to complete an acquisition.

Does the 1606 Corp. (CBDW) 8-K disclose purchase price or detailed deal terms?

The excerpt describes the existence of a nonbinding Acquisition Term Sheet and identifies Sim Agro Inc. as the proposed acquirer, but it does not include specific purchase price figures or detailed transaction terms.

How is the press release about the 1606 Corp. (CBDW) term sheet treated under securities laws?

The company states that the press release is furnished under Item 7.01, is not deemed filed for purposes of Section 18 of the Exchange Act, and will not be incorporated by reference into other SEC filings.

Does 1606 Corp. (CBDW) have any obligation to update information about the potential acquisition?

The company states it undertakes no duty or obligation to update or revise the information, though it may do so if management believes it is appropriate, including through future SEC reports or public announcements.