UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2024
1606 Corp. |
(Exact name of registrant as specified in its charter) |
Nevada | | 000-56467 | | 86-1497346 |
(State or Other Jurisdiction | | (Commission File | | (I.R.S. Employer |
of Incorporation) | | Number) | | Identification Number) |
2425 E. Camelback Rd Suite 150 Phoenix, AZ 85016 |
(Address of principal executive offices, including zip code) |
(602) 481-1544 |
(Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 2, 2024, the Board of Directors of 1606 Corp., a Nevada corporation (the “Company”), in consultation with management, concluded that the Company’s previously issued Unaudited Interim Consolidated Financial Statements as of and for the three, six, and nine months ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively, contained within the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively, should no longer be relied upon due to errors in the financial statements pertaining to accrued salary of our former CEO, Gregory Lambrecht, and therefore a restatement of these prior financial statements was required.
Management discussed with Turner, Stone & Company, L.L.P., the Company’s independent registered public accounting firm, the matters disclosed in this filing pursuant to Item 4.02(a) of Form 8-K.
The Company restated the previously issued Unaudited Interim Consolidated Financial Statements as of and for the three, six, and nine months ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively in amendments to the Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023 filed on May 15, 2024, respectively.
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. | |
| | |
Date: August 28, 2024 | By: | /s/ Austen Lambrecht | |
| | Austen Lambrecht, Chief Executive Officer | |
