22nd Century Group Files Material Definitive Agreement 8-K

TL;DR

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

AI Summary

On October 10, 2024, 22nd Century Group, Inc. filed an 8-K report detailing a material definitive agreement. The filing does not specify the nature of the agreement or any associated dollar amounts, but it indicates a significant event for the company.

Why It Matters

This filing signals a significant business development for 22nd Century Group, Inc., potentially impacting its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications, but lacks specific details to fully assess the risk.

Key Players & Entities

• 22nd Century Group, Inc. (company) — Registrant
• October 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value XXII NASDAQ Capital Market

Filing Documents

• tm2425915d1_8k.htm (8-K) — 26KB
• tm2425915d1_ex10-1.htm (EX-10.1) — 12KB
• 0001104659-24-107522.txt ( ) — 210KB
• xxii-20241010.xsd (EX-101.SCH) — 3KB
• xxii-20241010_lab.xml (EX-101.LAB) — 33KB
• xxii-20241010_pre.xml (EX-101.PRE) — 22KB
• tm2425915d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Senior Secured Credit Facility On October 10, 2024, 22nd Century Group, Inc. (the "Company") entered into that certain Letter Agreement to modify the terms of the Securities Purchase Agrement dated March 3, 2023 (the "JGB SPA") and debentures (the "Debentures"), as amended, 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 "). Under the terms of the Letter Agreement, subject to obtaining stockholder approval as described below, Company will be able to reset the Conversion Price (as defined in the Debentures) currently in effect, at the discrection of the Board of Directors and on a one time basis, to an amount equal to the average of the daily VWAPs for each of the five (5) consecutive Nasdaq trading days immediately preceding the date on which the Conversion Price shall be reset. The reset Conversion Price shall in no event be greater than the Conversion Price in effect on the date of the Letter Agreement, which is $.7458. The reduction in the Conversion Price will be subject to stockholder approval. The Company has agreed to seek stockholder approval for the Conversion Price reset pursuant to applicable Nasdaq rules no later than December 31, 2024, and to seek stockholder approval at each stockholder meeting thereafter if approval is not obtained by then. A copy of the Letter Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit 10.1 Letter Agreement with JGB

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: October 10, 2024 Lawrence Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR