Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 1.01. Entry into a Material Definitive Agreement. On November 1, 2024, 1606 Corp., a Nevada corporation (the “Company”), issued to Gregory Lambrecht, the Company’s former Chief Executive Officer and director (the “Holder”), an Amended and Restated Promissory Note, which was subsequently amended and restated effective December 31, 2025 (as amended and restated, the “Note”).…
1606 Corp., a Nevada corporation (the “Company,” “we,” or “us”) was incorporated in Nevada in February 2021 as a spin-off from Singlepoint Inc. in April 2021. We started by offering a tobacco- and nicotine-free smoking alternative called “1606 Original Hemp.” We started to sell hemp, aroma-free cigarettes, first by reselling the star brand, and eventually our own brand called “TRUZ.” The brands expanded to include “Singlez,” an individually packeted version of the TRUZ hemp cigarettes. This business has been discontinued.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On November 1, 2024, 1606 Corp., a Nevada corporation (the “Company”), issued to Gregory Lambrecht, the Company’s former Chief Executive Officer and director (the “Holder”), an Amended and Restated Promissory Note, which was subsequently amended and restated effective December 31, 2025 (as amended and restated, the “Note”). As of March 31, 2026, the outstanding principal balance of the Note was $2,037,184.36.
On July 22, 2026, the Board of Directors of the Company (the “Board”), by unanimous written consent, approved an Addendum to the Note (the “Addendum”), dated June 9, 2026, by and between the Company and the Holder. The Addendum amends the Note to, among other things: (i) extend the Maturity Date of the Note to December 31, 2026; (ii) amend and restate the conversion provisions of the Note in their entirety; (iii) provide that, subject to the beneficial ownership limitation described below, all accrued and unpaid interest and principal under the Note is convertible, at the sole option of the Holder, into shares of the Company’s common stock (the “Common Stock”) at a conversion price equal to a 50% discount to the closing bid price of the Common Stock on the date of conversion; (iv) continue a beneficial ownership limitation prohibiting any conversion to the extent that, after giving effect to such conversion, the Holder (together with its affiliates and attribution parties) would beneficially own in excess of 9.99% of the outstanding Common Stock, and in no event 10% or more of the outstanding Common Stock, with any increase in such limitation effective only on the 61st day after written notice to the Company; and (v) provide that, if permitted under the Securities Act of 1933, as amended, the Holder may tack back to amounts previously loaned to the Company for purposes of satisfying the holding period under Rule 144. Except as expressly amended by the Addendum, all other terms and conditions of the Note remain in full force and effect.
The foregoing summary of the Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Addendum, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2026, Venu Aravamudan notified the Company of his resignation as a member of the Board, effective immediately. On July 22, 2026, the Board, by unanimous written consent, accepted Mr. Aravamudan’s resignation and, in connection therewith, fixed the authorized number of directors of the Company at two, with the vacancy created by such resignation to remain unfilled at this time.
Mr. Aravamudan’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Filed exhibits (1)
EX-4.1 (by filename) cbdw_ex41.htm
EX-4.1
2
cbdw_ex41.htm
ADDENDUM
wordproof.doc
EXHIBIT 4.1
Addendum
This Addendum (this "Addendum") is entered into as of June 9, 2026, by and between 1606 Corp., a Nevada corporation (the "Borrower"), and Gregory Lambrecht (the "Holder"), and shall serve as an addendum to, and shall amend, the Amended and Restated Promissory Note dated December 31, 2025 (the "Note"), which Note traces its origin to the promissory note originally dated November 8, 2021. The outstanding principal balance of the Note as of March 31, 2026 is $2,037,184.36. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note. Except as expressly modified herein, all terms and conditions of the Note shall remain in full force and effect.
1. Maturity Extension. The Maturity Date of the Note is hereby extended to December 31, 2026. All other payment terms of the Note shall remain in full force and effect.
Amendment of Conversion Terms. Sections 3 and 4 of the Note are hereby amended and restated in their entirety as follows: Subject to the Beneficial Ownership Limitation (as defined below), all accrued and unpaid interest and principal of the Note shall be convertible…