22nd Century Group Terminates Aurora Acquisition Merger

TL;DR

22nd Century Group just killed its Aurora Acquisition merger deal from Oct 2023 - deal's off.

AI Summary

On April 29, 2024, 22nd Century Group, Inc. announced the termination of its previously announced merger agreement with Aurora Acquisition Corp. The termination was effective immediately, and the company stated that it was due to a failure to satisfy certain closing conditions. This development follows the initial announcement of the merger agreement on October 26, 2023.

Why It Matters

The termination of this merger agreement signifies a significant setback for 22nd Century Group's strategic growth plans and may impact its financial trajectory.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement introduces uncertainty regarding the company's strategic direction and future financing.

Key Players & Entities

• 22nd Century Group, Inc. (company) — Registrant
• Aurora Acquisition Corp. (company) — Party to terminated merger agreement
• October 26, 2023 (date) — Date of initial merger agreement announcement
• April 29, 2024 (date) — Date of termination announcement

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value XXII NASDAQ Capital Market
• $5.2 m — , amounting to a total of approximately $5.2 million, for (i) a cash payment of $248,5
• $248,500 — $5.2 million, for (i) a cash payment of $248,500; (ii) 1,150,000 shares of common stock
• $0.0001 — of common stock at an exercise price of $0.0001 that are exerciable until May 1, 2029 (
• $2.14 — 029 (at an effective per share price of $2.14) and (iii) 460,000 immediately exercisa
• $2.675 — 1, 2025, for a purchase price equal to $2.675 per New Warrant. Subject to limited exc
• $1,500,050.12 — 24, the Company settled an aggregate of $1,500,050.12 of ourstanding indebtedness under vario

Filing Documents

• tm2413062d1_8k.htm (8-K) — 32KB
• tm2413062d1_ex4-1.htm (EX-4.1) — 96KB
• tm2413062d1_ex4-2.htm (EX-4.2) — 95KB
• tm2413062d1_ex10-1.htm (EX-10.1) — 34KB
• tm2413062d1_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-24-054552.txt ( ) — 500KB
• xxii-20240429.xsd (EX-101.SCH) — 3KB
• xxii-20240429_lab.xml (EX-101.LAB) — 33KB
• xxii-20240429_pre.xml (EX-101.PRE) — 22KB
• tm2413062d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Omnia Settlement and General Release On April 29, 2024, 22nd Century Group, Inc. (the "Company") entered into a General Release and Settlement Agreement (the "Agreement") with Omnia Capital LP ("Omnia"). The Agreement settles and extinguishes all outstanding debt and interest owed to Omnia under the outstanding Subordinated Promissory Note dated March 3, 2023 (the "Old Note") and the put provision contained the outstanding common stock purchase warrant dated March 3, 2023 (the "Old Warrant"), amounting to a total of approximately $5.2 million, for (i) a cash payment of $248,500; (ii) 1,150,000 shares of common stock and 1,150,000 immediately exercisable pre-funded warrants to purchase shares of common stock at an exercise price of $0.0001 that are exerciable until May 1, 2029 (at an effective per share price of $2.14) and (iii) 460,000 immediately exercisable warrants to purchase an equal number of shares of common stock at an exercise price of $2.14 until May 1, 2029 (the "New Warrant"). The New Warrant contains a put provision that permits the holder to require the Company to redeem the New Warrants, no earlier than May 1, 2025, for a purchase price equal to $2.675 per New Warrant. Subject to limited exceptions, a holder of pre-funded warrants and New Warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 19.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise. As part of the Agreement, the parties agreed to terminate and cancel the Old Note and the Old Warrant and released all debts, claims or other obligations against each other occurring prior to the date of the Agreement. The shares of common stock, the pre-funded warrants, the New Warrants and shares issuable upon conversion are being issued in a private placement and were exempt from registration

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information required by this item is set forth in Item 1.01 of this Current Report and is incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information required by this item is set forth in Item 1.01 of this Current Report and is incorporated herein by reference.

01

Item 7.01: Regulation FD Disclosure. On April 30, 2024, the Company issued a press release regarding the information above in Item 1.01. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit 4.1 Form of Common Warrant. Exhibit 4.2 Form of Pre-Funded Warrant. Exhibit 10.1 General Release and Settlement Agreement Exhibit 99.1 Press Release 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 30, 2024 Lawrence Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR