1606 Corp. to buy Texas property for $11.17M

1606 Corp. agreed to buy a real estate and equipment package in Angelina County, Texas from Jefferson Enterprise Energy for a total purchase price of $11,168,864.

Rhea-AI Filing Summary

1606 Corp. agreed to buy a real estate and equipment package in Angelina County, Texas from Jefferson Enterprise Energy for a total purchase price of $11,168,864. The consideration includes $7,000,000 in cash at closing plus assumption of the Sim Agro mechanic’s and materialman’s lien.

The company deposited nonrefundable earnest money of $250,000, which will be credited to the price if the deal closes. Closing is scheduled for April 15, 2026, and the property is being acquired on an “AS-IS, WHERE-IS” basis with all faults, a key term reflected in the negotiated price.

Insights

Real estate and corporate transactions analyst

1606 Corp. is committing to an as-is $11.2M Texas property purchase with lien assumption.

The agreement commits 1606 Corp. to acquire Texas land, improvements, equipment, and related rights for a total of $11,168,864, combining $7,000,000 cash at closing with assumption of the Sim Agro mechanic’s and materialman’s lien. The deal structure shifts part of the value into taking over this existing obligation.

The buyer has already placed $250,000 in earnest money that is immediately nonrefundable except for specified seller nonperformance, signaling a strong commitment to closing. The property is being purchased on an “AS-IS, WHERE-IS” basis, explicitly including all faults, and this condition is described as a material term embedded in the price.

Closing is scheduled for April 15, 2026 subject to customary conditions, so execution still depends on completion of those steps. The company also agrees to indemnify the seller for all matters related to the Sim Agro lien, concentrating future lien-related risks with 1606 Corp. once the transaction closes.

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.

FAQ

What major transaction did 1606 Corp. (CBDW) disclose in this 8-K?

1606 Corp. disclosed a Purchase and Sale Agreement to acquire real property, improvements, equipment, permits, warranties, and related documents in Angelina County, Texas from Jefferson Enterprise Energy for a total price of $11,168,864, combining cash and assumption of an existing lien.

How is the $11,168,864 purchase price structured for 1606 Corp. (CBDW)?

The total purchase price of $11,168,864 consists of $7,000,000 in cash payable at closing and the assumption of a mechanic’s and materialman’s lien known as the Sim Agro Lien, recorded in the Official Public Records of Angelina County, Texas.

When is the scheduled closing date for 1606 Corp. (CBDW)’s Texas property acquisition?

The scheduled closing date for the transaction is April 15, 2026, subject to customary closing conditions. If the closing occurs, the earnest money will be applied to the purchase price, and 1606 Corp. will complete the acquisition under the agreed as-is terms.

What earnest money did 1606 Corp. (CBDW) pay for the Texas property deal?

1606 Corp. deposited $250,000 in earnest money with the title company concurrently with signing the agreement. This earnest money is immediately nonrefundable to the company except if the seller fails to perform its required closing obligations, and will be credited to the purchase price at closing.

What does the AS-IS, WHERE-IS term mean in 1606 Corp. (CBDW)’s agreement?

The company is purchasing the property on an “AS-IS, WHERE-IS” basis with all faults, meaning it accepts the property in its current condition. The agreement states this as-is nature is reflected in the purchase price and is a material term of the transaction between the parties.

What indemnity did 1606 Corp. (CBDW) agree to regarding the Sim Agro Lien?

1606 Corp. agreed to indemnify, defend, and hold Jefferson Enterprise Energy harmless from all losses, costs, damages, claims, demands, actions, and liabilities arising from or relating to the Sim Agro Lien. This indemnification obligation survives closing of the property acquisition.

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

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Accepted by SEC EDGAR 03/13/2026 - 08:00 AM Learn about SEC filing dates

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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): March 12, 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 March 12, 2026, 1606 Corp., a Nevada corporation (the "Company"), entered into a Purchase and Sale Agreement (the "Agreement") with Jefferson Enterprise Energy, LLC, a Texas limited liability company ("Seller"), pursuant to which the Company agreed to purchase certain real property located in Angelina County, Texas, including land, improvements, equipment, permits, warranties and related documents (collectively, the "Property").

The total purchase price for the Property is $11,168,864, consisting of (i) $7,000,000 in cash payable at closing and (ii) the Company's assumption of a mechanic's and materialman's lien recorded as Instrument No. 2025-00458298 in the Official Public Records of Angelina County, Texas (the "Sim Agro Lien"). The Company has agreed to indemnify, defend, and hold Seller harmless from and against any and all losses, costs, damages, claims, demands, actions, and liabilities arising from or relating to the Sim Agro Lien, which obligation shall survive the closing.

Concurrently with execution of the Agreement, the Company deposited $250,000 as earnest money (the "Earnest Money") with the title company. The Earnest Money is immediately nonrefundable to the Company except if Seller fails to perform its obligations expressly required to be completed at closing. If the closing occurs, the Earnest Money will be credited to the purchase price at closing.

The closing is scheduled to occur on April 15, 2026, subject to customary closing conditions. The Company is purchasing the Property on an "AS-IS, WHERE-IS" basis with all faults, and the AS-IS nature of the sale is reflected in the purchase price as a material term of the transaction.

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: March 13, 2026	By:	/s/ Austen Lambrecht
		Austen Lambrecht, Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB