1606 CORP. 8-K

What Happened

• 1606 Corp. (CBDW) filed an 8-K reporting that its board approved an Amended and Restated Promissory Note issued to former CEO and director Gregory Lambrecht. The Note increases the principal to $1,885,050 (up from $1,220,550 issued Nov. 1, 2024) due to additional loans from Mr. Lambrecht.
• The Note is stated as effective December 31, 2025 and matures December 31, 2025. At the Holder’s option, the Note is convertible into the Company’s common stock at a 25% discount to the closing bid price on the conversion date, subject to a 9.99% beneficial ownership limitation. The filing also notes this creates a direct financial obligation of the Company.

Key Details

• Principal amount: $1,885,050 (Amended and Restated Promissory Note).
• Prior note: $1,220,550 issued November 1, 2024; increase approved March 17, 2026 due to additional loans.
• Conversion terms: holder option to convert at a 25% discount to the closing bid price on conversion date, limited to 9.99% beneficial ownership.
• Effective/maturity date listed as December 31, 2025; full note terms are filed as Exhibit 4.1.

Why It Matters

• This filing documents increased insider-provided debt and a potential source of equity dilution if the note is converted. The 9.99% ownership cap limits how much stock Mr. Lambrecht could hold through conversion, but conversion at a 25% discount would be a material source of new shares if exercised. Investors should note the change to the company’s near-term obligations and capital structure and can review the full note in Exhibit 4.1 for complete terms.