1606 Corp. Announces Issuance of Amended and Restated Promissory Note to Former CEO, Gregory Lambrecht

Key Points:

• On March 17, 2026, 1606 Corp. (the “Company”) approved and issued an Amended and Restated Promissory Note to its former Chief Executive Officer and director, Gregory Lambrecht.
• The new note reflects an increase in principal to \$1,885,050, up from the previous \$1,220,550, due to additional amounts loaned by Mr. Lambrecht to the Company.
• The Note is effective as of December 31, 2025 and matures on December 31, 2025.
• Importantly, at the option of the Holder and subject to a maximum beneficial ownership limitation of 9.99%, the Note is convertible into shares of 1606 Corp.’s Common Stock at a 25% discount to the closing bid price on the date of conversion.
• This conversion feature is likely to be of significant interest to shareholders and investors, as it may impact the Company’s share structure and could be price sensitive.

Detailed Analysis:

606 Corp., a Nevada-based provider in the prepackaged software services sector, recently took a major step in restructuring its financial obligations. The Company’s board approved the issuance of a new Amended and Restated Promissory Note to Gregory Lambrecht, its former CEO and director. The principal amount of this note was increased to \$1,885,050, reflecting additional loans made by Lambrecht to the Company over time.

The Note is effective from December 31, 2025 and matures on the same date. One of the most notable features is its convertibility: at Lambrecht’s option, and subject to the 9.99% beneficial ownership limit, the Note can be converted into common shares of the Company at a substantial 25% discount to the closing bid price at the time of conversion. This is a highly favorable term for Lambrecht and could have direct implications for the Company’s capital structure, potentially increasing the number of shares outstanding and impacting share value.

The beneficial ownership limitation restricts any single holder (including affiliates) from owning more than 9.99% of the Company’s outstanding shares after conversion. Lambrecht can adjust this limit (up to 9.99%) with 61 days’ notice to the Company, adding flexibility to the conversion terms and possibly influencing the timing and scale of any conversions.

The Note bears interest at 10% per annum and includes standard events of default, such as failure to pay principal or interest, breach of covenants, and insolvency proceedings. If the Company defaults, Lambrecht could seek enforcement, potentially accelerating payment or conversion.

For transparency, the full terms and conditions of the Note are available as Exhibit 4.1 to the SEC filing. The filing also confirms that the information regarding the Note is incorporated by reference in the section concerning the creation of direct financial obligations or off-balance sheet arrangements.

Shareholder Implications & Potential Price Sensitivity:

• The increase in principal and the convertibility of the Note at a 25% discount could result in significant dilution for existing shareholders if Lambrecht chooses to convert a substantial portion of the Note.
• The conversion option might attract market attention, potentially impacting the share price, especially if investors anticipate dilution or increased float.
• Shareholders should monitor the Company’s announcements and SEC filings for any conversion notices or changes to the beneficial ownership limitation, as these could trigger price movements.
• The Company remains classified as an Emerging Growth Company under SEC rules, which may affect its financial reporting and regulatory obligations.

In summary, the issuance and terms of this Amended and Restated Promissory Note are significant and could materially affect 1606 Corp.’s share structure and value. Investors should be aware of the potential for dilution and remain attentive to future Company disclosures regarding the Note’s conversion.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors are encouraged to review the full SEC filing and consult with a qualified financial advisor before making any investment decisions. The information provided herein is based on publicly available filings and may be subject to change.

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