22nd Century Group Files 8-K: Material Agreement & Equity Sales

TL;DR

22nd Century Group signed a big deal and sold some stock, filing an 8-K.

AI Summary

On August 27, 2024, 22nd Century Group, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and provided Regulation FD disclosures. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• 22nd Century Group, Inc. (company) — Registrant
• August 27, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• 001-36338 (identifier) — Commission File Number
• 98-0468420 (identifier) — I.R.S. Employer Identification No.
• 321 Farmington Road, Mocksville, North Carolina 27028 (address) — 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
• $0.57 — mmon Stock of the Company at a price of $0.57 per share for gross proceeds to the Com
• $1.68 million — re for gross proceeds to the Company of $1.68 million. The Shares to be issued in the offerin
• $3.9 million — itional proceeds of up to approximately $3.9 million on the same terms and conditions pursua
• $1.00 — ely exercisable at an exercise price of $1.00 per share of common stock, expire five
• $26 — enses, are expected to be approximately $26. The warrants and shares issuable upon
• $746,000 — e Company shall pay an amendment fee of $746,000 which shall be added to the aggregate p

Filing Documents

• tm2422784d1_8k.htm (8-K) — 34KB
• tm2422784d1_ex4-1.htm (EX-4.1) — 110KB
• tm2422784d1_ex10-1.htm (EX-10.1) — 9KB
• tm2422784d1_ex10-2.htm (EX-10.2) — 22KB
• tm2422784d1_ex99-1.htm (EX-99.1) — 8KB
• 0001104659-24-093785.txt ( ) — 392KB
• xxii-20240827.xsd (EX-101.SCH) — 3KB
• xxii-20240827_lab.xml (EX-101.LAB) — 33KB
• xxii-20240827_pre.xml (EX-101.PRE) — 22KB
• tm2422784d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Regulation A Offering On August 27, 2024, 22nd Century Group, Inc. (the "Company") entered into a subscription agreements with certain institutional investors and high net worth individuals (the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors 2,950,000 shares (the "Shares") of Common Stock of the Company at a price of $0.57 per share for gross proceeds to the Company of $1.68 million. The Shares to be issued in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), on August 2, 2024 and qualified on August 13, 2024. The total amount of the Shares sold under the Regulation A offering is 3,620,000 shares. The Shares were not placed through the efforts of a placement agent and no fees or commissions are to be paid on the transaction to anyone.. The Company has the ability, at its election, to raise additional proceeds of up to approximately $3.9 million on the same terms and conditions pursuant to the Offering Statement from time to time. Any additional sales made pursuant to the Offering Statement will be disclosed through subsequent prospectus supplements. Notwithstanding that the Company desires to consummate one or more additional sales in the future, at this time the Company has no such additional oral or written agreements to consummate any such sales, and, as such, we cannot guarantee that any such sales will occur in the future. Private Placement of Warrants On August 27, 2024, the Company and the Investors entered into a warrant purchase agreement (the "Purchase Agreement") relating to the private placement of 2,596,000 warrants to purchase an equal number of shares of common stock (collectively, the "Offering"), at a purchase price of

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report related to the warrants and the debentures is incorporated herein by reference.

01 Regulation FD

Item 7.01 Regulation FD. On August 28, 2024, the Company issued a press release regarding the information in Item 1.01. The press release is furnished as Exhibit 99.1.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit 4.1 Form of Warrant Exhibit 10.1 Letter Agreement with JGB Exhibit 10.2 Form of Warrant Purchase Agreement Exhibit 99 .1 Press Release

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: August 28, 2024 Lawrence Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR