22nd Century Group Files 8-K Material Agreement

TL;DR

22nd Century Group (XXII) filed an 8-K for a material definitive agreement. Details TBD.

AI Summary

On April 9, 2024, 22nd Century Group, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes financial statements and exhibits, but specific details of the agreement, including parties involved and financial terms, are not provided in this excerpt.

Why It Matters

This filing indicates a significant business transaction for 22nd Century Group, Inc., which could impact its operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but the lack of specific details in the provided text necessitates a medium risk assessment.

Key Players & Entities

• 22nd Century Group, Inc. (company) — Registrant
• April 9, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• Mocksville, North Carolina (location) — Address of Principal Executive Office

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value XXII NASDAQ Capital Market
• $4.2 million — . The Investors purchased approximately $4.2 million of shares and warrants, consisting of a
• $2.14 — of common stock, at a purchase price of $2.14 per share and accompanying warrant. The
• $3.9 million — d offering expenses, were approximately $3.9 million. The common stock and pre-funded warra
• $50,000 — ent of legal fees up to an aggregate of $50,000. In addition, the Company issued an agg
• $2.675 — Offering and have an exercise price of $2.675. The foregoing summaries of the terms

Filing Documents

• tm2411361d1_8k.htm (8-K) — 31KB
• tm2411361d1_ex4-1.htm (EX-4.1) — 111KB
• tm2411361d1_ex4-2.htm (EX-4.2) — 99KB
• tm2411361d1_ex4-3.htm (EX-4.3) — 112KB
• tm2411361d1_ex5-1.htm (EX-5.1) — 12KB
• tm2411361d1_ex10-1.htm (EX-10.1) — 206KB
• image_002.jpg (GRAPHIC) — 3KB
• 0001104659-24-045264.txt ( ) — 882KB
• xxii-20240409.xsd (EX-101.SCH) — 3KB
• xxii-20240409_lab.xml (EX-101.LAB) — 33KB
• xxii-20240409_pre.xml (EX-101.PRE) — 22KB
• tm2411361d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, on April 8, 2024, the Company and certain investors (the "Investors") entered into a securities purchase agreement (the "Securities Purchase Agreement") relating to the issuance and sale of shares of common stock (or pre-funded warrants in lieu of common stock) pursuant to a registered direct offering and a private placement of warrants to purchase shares of common stock (collectively, the "Offering"). The Investors purchased approximately $4.2 million of shares and warrants, consisting of an aggregate of 1,855,000 shares of common stock, pre-funded warrants to purchase 125,000 shares of common stock and warrants to purchase 1,980,000 shares of common stock, at a purchase price of $2.14 per share and accompanying warrant. The warrants are exercisable after the Stockholder Approval Date (as defined in the Securities Purchase Agreement) at an exercise price of $2.14 per share of common stock, expire on the date that is five (5) years after the Stockholder Approval Date and are subject to adjustment in certain circumstances, including upon any subsequent equity sales at a price per share lower than the then effective exercise price of such warrants, then such exercise price shall be lowered to such price at which the shares were offered. The pre-funded warrants are exerciseable immediately upon issuance at an execise price of $0.00001. The Offering closed on April 9, 2024. The net proceeds to the Company from the Offering, after deducting the fees of Dawson James Securities, Inc. (the "Placement Agent") and the Company's estimated offering expenses, were approximately $3.9 million. The common stock and pre-funded warrants (and shares issuable upon exercise of the pre-funded warrants) were offered and sold pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-270473) previously filed with the Securities and Exchange Commission and declared effective on March 3

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit 4.1 Form of Common Warrant. Exhibit 4.2 Form of Pre-Funded Warrant. Exhibit 4.3 Form of Placement Agent Warrant. Exhibit 5.1 Opinion of Foley & Lardner LLP. Exhibit 10.1 Form of Securities Purchase Agreement, dated April 8, 2024, by and between 22nd Century Group, Inc. and each of the Purchasers (as defined therein). 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 9, 2024 Lawrence Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR