UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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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 November 1, 2024, 1606 Corp., a Nevada corporation (the “Company”), issued to Gregory Lambrecht, the Company’s former Chief Executive Officer and director, an Amended and Restated Promissory Note in the principal amount of $1,220,550.
Due to additional amounts loaned by Mr. Lambrecht to the Company, on March 17, 2026 the board of directors of the Company approved the issuance to Mr. Lambrecht (the “Holder”) an Amended and Restated Promissory Note in the principal amount of $1,885,050 (the “Note”). The Note is issued effective December 31, 2025, matures December 31, 2025, and, subject to a 9.99% beneficial ownership limitation and at the option of the Holder, is convertible, into shares of the Company’s Common Stock at a discount of 25%)of the closing bid price of the Common Stock on the date of conversion
The foregoing summary of the Note does not purport to be complete statements of the terms and conditions under the Note, of which are qualified in their entirety by the full terms and conditions of the Note, which is filed hereto as Exhibit 4.1.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
| Amended and Restated Promissory Note Issued to Gregory Lambrecht dated December 31, 2025 | |
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: March 23, 2026 | By: | /s/ Austen Lambrecht |
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| Austen Lambrecht, Chief Executive Officer |
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