22nd Century Group Files 8-K: Agreements, Officer Changes

TL;DR

22nd Century Group (XXII) filed an 8-K detailing new agreements, officer changes, and potential equity sales. Watch closely.

AI Summary

On April 6, 2024, 22nd Century Group, Inc. entered into a Material Definitive Agreement, potentially related to unregistered sales of equity securities. The company also reported changes in its board of directors and officers, along with compensatory arrangements. This filing indicates significant corporate activity and potential shifts in the company's structure and equity.

Why It Matters

This 8-K filing signals potential changes in 22nd Century Group's corporate structure and financial dealings, which could impact its stock performance and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• 22nd Century Group, Inc. (company) — Registrant
• April 6, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-36338 (company_id) — Commission File Number
• 98-0468420 (tax_id) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value XXII NASDAQ Capital Market
• $2.14 — he Company's common stock is reduced to $2.14 per share in accordance with applicable
• $4.2 million — are expected to purchase approximately $4.2 million of shares and warrants, consisting of a
• $500,000 — ides that the Investors purchasing over $500,000 of shares and accompanying warrants in
• $3.9 million — enses, are expected to be approximately $3.9 million. The common stock and pre-funded warra
• $50,000 — ent of legal fees up to an aggregate of $50,000. The engagement agreement with the Plac
• $315,000 — roved an increase in his base salary to $315,000. In addition, Mr. Otto will be continue

Filing Documents

• tm2411293d1_8k.htm (8-K) — 43KB
• tm2411293d1_ex10-1.htm (EX-10.1) — 10KB
• 0001104659-24-044571.txt ( ) — 230KB
• xxii-20240406.xsd (EX-101.SCH) — 3KB
• xxii-20240406_lab.xml (EX-101.LAB) — 33KB
• xxii-20240406_pre.xml (EX-101.PRE) — 22KB
• tm2411293d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Senior Secured Credit Facility As previously disclosed on December 28, 2023, the Company entered into that certain Amendment Agreement (the "Amendment Agreement") to that certain Securities Purchase Agreement dated March 3, 2023 (the "JGB SPA") and debentures (the "Debentures") with JGB Partners, LP (" JGB Partners "), JGB Capital, LP (" JGB Capital ") and JGB Capital Offshore Ltd. (" JGB Offshore " and collectively with JGB Partners and JGB Capital, the " Holders ") and JGB Collateral, LLC, as collateral agent for the Holders (the " Agent "). On April 8, 2024, the Company, the Holders and the Agent entered into that certain Letter Agreement to modify the terms of the Amendment Agreement, the JGB SPA and the Debentures, as amended. Under the terms of the Letter Agreement, the Holders are permitted to convert their debt to common stock at anytime and the Conversion Price (as defined in the Debentures) at which the Holders may convert the principal amount of their Debentures to the Company's common stock is reduced to $2.14 per share in accordance with applicable Nasdaq rules . The principal amount of the Debentures converted shall be applied to the Monthly Allowance (as defined in the Debentures) for that month, and any excess shall be applied to the Monthly Allowances for the succeeding months. The conversions will be a dollar for dollar reduction of the remaining outstanding obligation owed to the Holders. The Agent and Holders have also agreed to daily limits on trading volume and minimum conversion amounts. The provisions in Section 3(c)(i) of the Debentures requiring 20% of any equity issuances to be paid to the Holders shall be suspended for 20 days. A copy of the Letter Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. Securities Purchase Agreement On April 8, 2024, the Company and certain investors (the "Investors") entered into a securities purchase agreem

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information required by this item with respect to the shares issuable upon conversion of the amended Debentures and the warrants in the Offering is set forth in Item 1.01 of this Current Report and is incorporated herein by reference.

02(e)

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Leadership Transition On April 6, 2024, Hugh Kinsman, the Company's Chief Financial Officer, provided notice that he is resigning from such position effective June 1, 2024. Mr. Kinsman's departure is not due to a conflict or disagreement with the Company or the Company's operations, policies or procedures. Appointment of New Chief Financial Officer On April 6, 2024, the Board of Directors of the Company approved the appointment of Daniel Otto as its Chief Financial Officer, effective immediately. Mr. Otto, age 34, has served as the Company's Corporate Controller since July 2022 where he was responsible for accounting, SEC external reporting, treasury, tax and other finance management functions. Prior to joining the Company, Mr. Otto served as a Senior Manager at Deloitte & Touche LLP providing audit and accounting advisory services to public companies, ranging from small to large cap issuers, for over ten years. Mr. Otto is also a certified public accountant. Mr. Otto received his Master's in Business Administration and B.A. in Accounting from Niagara University. In connection with his appointment, the Board of Directors approved an increase in his base salary to $315,000. In addition, Mr. Otto will be continue to be eligible to participate in the Company's benefit programs and will be entitled to benefits consistent with those provided to other senior executives of the Company and any other benefits that the Committee may, in its sole discretion, elect to grant him from time to time. The Company and Mr. Otto previously agreed to mutually terminate his Employment Agreement. The termination will have no impact on Mr. Otto's employment with the Company and Mr. Otto will continue to work on at-will basis. There are no family relationships between Mr. Otto and any director, executive officer or person

(a) of Regulation S-K

Item 404(a) of Regulation S-K. Appointment of New General Counsel On April 6, 2024, the Board of Directors also appointed Jonathan Staffeldt as the Company's General Counsel effective immediately. Mr. Staffeldt, age 42, has served as Deputy General Counsel of the Company since January 2023. Prior to that, Mr. Staffeldt was Chief Legal Officer of GVB Biopharma, the former subsidiary of the Company that was acquired in May 2022, and served in that role since September 2019. Mr. Staffeldt was previously in private practice with significant experience in corporate, mergers and acquisitions, and litigation. Mr. Staffeldt received his B.S. in Accounting from the University of Southern California and his Juris Doctorate from the University of California Los Angeles. In connection with his appointment, the Board approved an increase in his base salary to $315,000. The Company and Mr. Staffeldt previously agreed to mutually terminate the Employment Agreement. The termination will have no impact on Mr. Staffeldt's employment with the Company and Mr. Staffeldt will continue to work on at-will basis. There are no family relationships between Mr. Staffeldt and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. Staffeldt that would require disclosure under Item 404(a) of Regulation S-K.

01(d): Financial Statements and Exhibits

Item 9.01(d): Financial Statements and Exhibits. Exhibit 10.1 Letter Agreement with JGB Exhibit 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document

SIGNATURES

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. 22nd Century Group, Inc. /s/ Lawrence Firestone Date: April 8, 2024 Lawrence Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR