IPO - 1606 CORP.

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Form Type: 424B4

Filing Date: 2025-05-02

Corporate Action: Ipo

Type: New

Accession Number: 000147793225003233

Filing Summary: 1606 Corp. is offering the resale of up to 29,876,884 shares of common stock, which represents approximately 21% of the company's outstanding shares as of April 21, 2025. The shares are being sold by GHS Investments LLC as part of an Equity Financing Agreement dated February 6, 2023. The shares will be priced at 80% of the lowest traded price during the ten days preceding a notice to GHS for purchase. The company anticipates raising up to $20 million through this offering, targeting the CBD sector and utilizing proprietary AI technologies for their products. The company has transitioned from previous ventures into AI chatbots tailored for the CBD industry and has plans for expansion beyond CBD to other sectors. Furthermore, significant control over the company's affairs lies with the CEO and other parties holding the Series B Preferred Stock, influencing key decisions without requiring broader shareholder approval. This offering is characterized as speculative, incurring risks associated with market acceptance and the ability to maintain competitive edge. Investors are advised to consider the potential for loss in investment, given the volatile nature of the market and regulatory uncertainties surrounding the CBD industry.

Additional details:

Common Stock Offered: 29876884


Common Stock Currently Outstanding: 139595930


Common Stock After Offering: 169472814


Minimum Purchase Price: 2.00


Financing Agreement Date: 2023-02-06


Form Type: POS AM

Filing Date: 2025-04-24

Corporate Action: Ipo

Type: Update

Accession Number: 000147793225002939

Filing Summary: On April 24, 2025, 1606 Corp. filed a Post-Effective Amendment No. 1 to their Form S-1 registration statement with the SEC, originally effective on December 13, 2024. This amendment updates the registration statement to include information from the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, filed on March 31, 2025. The amendment pertains to the resale of up to 29,876,884 shares of common stock, representing approximately 21% of the issued and outstanding shares as of April 21, 2025. The shares are offered by GHS Investments LLC under a Financing Agreement dated February 6, 2023. The common stock is traded on OTC Markets under the symbol 'CBDW'. Although the Company will receive proceeds from the initial sale of shares to GHS, it will not receive any proceeds from the resale of the shares by the Selling Stockholder. The common stock purchase price to be paid by GHS is set at 80% of the lowest traded price during a designated ten-day trading period prior to a put notice. The update aims to ensure compliance and provide necessary financial information while indicating ongoing business developments and shareholder arrangements.

Additional details:

Shares Offered: 29876884


Common Shares Currently Outstanding: 139595930


Common Stock To Be Outstanding After Offering: 169472814


Selling Stockholder: GHS Investments LLC


Market Price Percentage Initial: 80


Market Price Percentage After Uplist: 90


Form Type: CORRESP

Filing Date: 2024-12-11

Corporate Action: Ipo

Type: New

Accession Number: 000147793224007995

Filing Summary: 1606 Corp., a Nevada corporation, has submitted a request for the acceleration of the effective date of its Registration Statement on Form S-1. The company aims for the registration to become effective at 1:00 P.M., Eastern Time, on December 13, 2024, or as soon as practicable thereafter. This request is made under Rule 461 of the Securities Act of 1933, and there are no underwriters associated with the registration, thus no underwriter consent is required. The company has authorized Brian Higley from Business Legal Advisors, LLC, to modify or withdraw this request if needed. The correspondence is signed by CEO Austen Lambrecht and includes contact details for further inquiries.

Additional details:

Issuer Name: 1606 Corp.


Registration Statement Form: S-1


Sec File Number: 333-282997


Effective Date Request: 2024-12-13


Contact Name: Brian Higley


Contact Phone: (801) 634-1984


Contact Email: [email protected]


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