UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Item 1.01 Entry into a Material Definitive Agreement
On February 6, 2023, 1606 Corporation., a Nevada corporation (the “Company”), entered into an Equity Financing Agreement (the “EFA”) and, on February 8, 2023, the Company entered into a Registration Rights with GHS Investments LLC, a Nevada limited liability company (“GHS”). Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $20,000,000 over a 24-month period after the effectiveness of a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission.
The Company, after the effectiveness of the registration statement will, at its discretion, deliver Puts to GHS obligating GHS to purchase the Company’s common stock based on the investment amount in each Put notice.
The purchase price is 80% of the Market Price (as defined in the EFA). Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the purchase price will be 90% of the Market Price, subject to a floor of $2.00 per share, below which the Company will not deliver a Put. The Company was also obligated to issue 400,000 shares of common stock as commitment shares to GHS.
The Registration Rights Agreement requires that the Company register for resale all of the Registrable Securities (as defined in the Registration Rights Agreement) which would be issuable on the date preceding the filing of the Registration Statement based on the closing bid price of the Company’s Common Stock on such date and the amount reasonably calculated that represents Common Stock issuable to other parties as set forth in the EFA except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness. The Company will use all commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC within 30 calendar days, but no more than 90 calendar days after the Company has filed the Registration Statement.
On May 14, 2025, the Company entered into the Amended Equity Financing Agreement (the “Amendment”) pursuant to which the termination of the EFA was amended to (i) when the Company has purchased an aggregate of $20,000,000 of Common Stock of the Company pursuant to the EFA; or 24 months from the date of the Amendment.
On May 14, 2025, the Company also entered into an Amended Registration Rights Agreement which applies to the Amendment but has the terms of the original Registration Rights Agreement.
The foregoing summary of the Amendment and Amended Registration Rights Agreement does not purport to be complete statements of the terms and conditions under the Amendment and Amended Registration Rights Agreement, of which are qualified in their entirety by the full terms and conditions of the Amendment and Amended Registration Rights Agreement, which are filed hereto as Exhibits 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Amended Equity Financing Agreement dated May 14, 2025 with GHS Investments LLC | |
| Amended Registration Rights Agreement dated May 14, 2025 with GHS Investments LLC | |
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. |
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Date: May 16, 2025 | By: | /s/ Austen Lambrecht |
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| Austen Lambrecht, Chief Executive Officer |
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