1606 Corp. Adds Conversion Addendum to Promissory Note; Director Resigns

What Happened

• 1606 Corp. (CBDW) reported an Addendum (dated June 9, 2026; approved July 22, 2026) to an Amended and Restated Promissory Note issued to former CEO/director Gregory Lambrecht. As of March 31, 2026, the Note had an outstanding principal balance of $2,037,184.36. The Addendum extends the Note’s maturity to December 31, 2026 and revises conversion terms.
• Separately, director Venu Aravamudan resigned effective July 21, 2026; the Board accepted the resignation July 22, 2026, set the authorized board size at two members, and left the resulting vacancy unfilled.

Key Details

• Outstanding balance: $2,037,184.36 (as of 3/31/2026).
• New maturity date: December 31, 2026.
• Conversion feature: Holder may convert all accrued interest and principal (subject to limitations) into common stock at a conversion price equal to a 50% discount to the closing bid price on the conversion date.
• Beneficial ownership limit: conversions cannot cause the Holder (and affiliates/attribution parties) to beneficially own more than 9.99% of outstanding common stock (and in no event 10%+); any increase becomes effective only on the 61st day after written notice.
• Other: the Addendum preserves the ability, if permitted under the Securities Act, for the Holder to "tack" prior loans for Rule 144 holding-period purposes.

Why It Matters

• For investors, the Addendum creates a significant conversion option that could convert debt and accrued interest into equity at a steep 50% discount, potentially increasing the company’s outstanding share count if exercised. The maturity extension delays cash repayment obligations until year-end 2026. The director resignation reduces the board to two members and leaves a vacancy unfilled, which investors may monitor for future governance or management changes.