1606 Corp (CBDW) delays Texas deal to May 22, pays $250,000 fee

Rhea-AI Filing Summary

1606 Corp. amended its agreement to buy real property and related assets in Angelina County, Texas from Jefferson Enterprise Energy, LLC. The First Amendment moves the closing date from April 15, 2026 to May 22, 2026 while keeping the total purchase price at $11,168,864. The Company’s prior $250,000 earnest money deposit is now fully earned by the seller as a non-refundable extension fee and will not be credited against the price, even if the deal does not close. From April 13, 2026 until closing, 1606 Corp. must provide information, on seller’s written request, to verify its financial ability to complete the acquisition.

Insights

M&A and corporate finance analyst

1606 Corp. pays a $250,000 non-refundable fee to extend a planned $11.17M Texas asset purchase.

The amendment keeps the $11,168,864 purchase price unchanged but pushes closing to May 22, 2026. In exchange, the original $250,000 earnest money becomes a non-refundable extension fee, no longer reducing the eventual purchase price.

This structure increases deal certainty for the seller while adding cash cost risk for 1606 Corp. if the acquisition does not close. The requirement to furnish financing evidence upon request highlights the importance of the buyer’s funding readiness for completing this transaction.

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: $250,000 Original closing date: April 15, 2026 +2 more

5 metrics

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

Extension fee $250,000 Earnest money deemed fully earned, non-refundable, not credited to price

Original closing date April 15, 2026 Initial closing date under the Purchase and Sale Agreement

New closing date May 22, 2026 Closing date after First Amendment to Purchase and Sale Agreement

Earnest money status date April 13, 2026 From this date through closing, financing evidence may be requested

Key Terms

Material Definitive Agreement, Purchase and Sale Agreement, earnest money, non-refundable extension fee, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On April 13, 2026, 1606 Corp..."

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.

Purchase and Sale Agreement financial

"...First Amendment to Purchase and Sale Agreement (the "First Amendment"), amending that certain Purchase and Sale Agreement..."

A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.

earnest money financial

"the $250,000 previously deposited by the Company as earnest money shall be deemed fully earned by Seller..."

non-refundable extension fee financial

"...deemed fully earned by Seller as a non-refundable extension fee and shall not be credited against the purchase price..."

commitment letters financial

"...including term sheets, commitment letters, or evidence of available funds."

Understanding 8-K Material Events →

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

The First Amendment extends the closing date under the Agreement from April 15, 2026 to May 22, 2026. The total purchase price of $11,168,864 remains unchanged.

As consideration for the closing date extension, the $250,000 previously deposited by the Company as earnest money shall be deemed fully earned by Seller as a non-refundable extension fee and shall not be credited against the purchase price at closing, regardless of whether the closing occurs or the Agreement is terminated.

From April 13, 2026 through the closing date, the Company is required, upon Seller's written request, to provide information reasonably requested by Seller to verify the Company's financial ability to close, including term sheets, commitment letters, or evidence of available funds.

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: April 16, 2026	By:	/s/ Austen Lambrecht
		Austen Lambrecht, Chief Executive Officer

3

FAQ

What agreement did 1606 Corp (CBDW) amend in this 8-K filing?

1606 Corp amended its Purchase and Sale Agreement with Jefferson Enterprise Energy, LLC. The deal covers real property and related assets in Angelina County, Texas, with a total purchase price of $11,168,864, and the amendment mainly adjusts the closing timing and treatment of earnest money.

How did the closing date change for 1606 Corp (CBDW)’s Texas asset purchase?

The closing date for 1606 Corp’s Texas asset purchase was extended from April 15, 2026 to May 22, 2026. This later date gives more time to complete conditions while keeping all other core economic terms, including the total purchase price, the same.

What is the total purchase price in 1606 Corp (CBDW)’s amended agreement?

The total purchase price remains $11,168,864 for the Angelina County, Texas real property and related assets. The First Amendment specifically states that this amount is unchanged, even though the closing date has been extended to May 22, 2026.

How is the $250,000 earnest money treated in 1606 Corp (CBDW)’s amendment?

The prior $250,000 earnest money deposit is now a fully earned, non-refundable extension fee for the seller. It will not be credited against the purchase price at closing, and this applies whether the transaction ultimately closes or the agreement is terminated.

What financial information must 1606 Corp (CBDW) provide under the amended deal?

From April 13, 2026 through closing, 1606 Corp must, upon the seller’s written request, provide information reasonably requested to verify its financial ability to close. Examples include term sheets, commitment letters, or evidence of available funds supporting the acquisition.

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