1606 Corp.: terminates exchange agreement with Sim Agro

What happened

• 1606 Corp filed an 8-K reporting that on Sep 28, 2026 the company and Sim Agro Inc. entered into a Termination and Mutual Release Agreement that terminated the Agreement and Plan of Stock Exchange dated May 2, 2026 (the "Exchange Agreement") and abandoned the proposed acquisition.
• The filing states the contemplated closing never occurred, no shares of the company or Sim Agro were issued, and no acquisition consideration was paid. The Exchange Agreement had been disclosed in the company’s Form 8-K filed May 4, 2026.

Key details

• The Termination Agreement rescinds, terminates and cancels pre-closing documents that were executed or delivered in anticipation of the closing.
• The agreement includes mutual releases and covenants not to sue, subject to specified exceptions.
• The filing preserves specified creditor and other rights relating to ENMAS EPC Power Projects Limited, Jefferson Enterprises and applicable power plant assets, and states the company has no obligation under specified pre-closing documents, including a promissory note in the original principal amount of $422,322.
• Sim Agro agreed it remains solely responsible for applicable ENMAS indebtedness and to indemnify and hold harmless the company and released parties against ENMAS-related claims, including defense costs; each party bears its own costs and no termination fee was payable by the company.

Why it may matter

• Item 1.01 and Item 1.02 were reported: entry into a material definitive agreement and termination of a material definitive agreement, covering the termination of the Exchange Agreement, mutual releases, rescission of pre-closing documents, and allocation of ENMAS-related liabilities. The filing does not show why the company acted.