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

TL;DR

22nd Century Group signed a big deal and sold some stock.

AI Summary

On October 11, 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 unregistered sales of equity securities. This 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
• October 11, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — e on which registered Common Stock, $0.00001 par value XXII NASDAQ Capital Market
• $2.1 million — . The Investors purchased approximately $2.1 million of shares and warrants, consisting of a
• $0.15 — of common stock, at a purchase price of $0.15 per share and accompanying warrant. The
• $1.00 — hase Agreement) at an exercise price of $1.00 per share of common stock, expire on th
• $2.0 million — enses, are expected to be approximately $2.0 million. The Common Stock is being offered and
• $10,000 — ent of legal fees up to an aggregate of $10,000. In addition, the Company agreed to iss
• $1.25 — Offering and have an exercise price of $1.25. Following the consummation of the Off

Filing Documents

• tm2426070d1_8k.htm (8-K) — 35KB
• tm2426070d1_ex4-1.htm (EX-4.1) — 99KB
• tm2426070d1_ex4-2.htm (EX-4.2) — 105KB
• tm2426070d1_ex5-1.htm (EX-5.1) — 14KB
• tm2426070d1_ex10-1.htm (EX-10.1) — 205KB
• tm2426070d1_ex5-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-108135.txt ( ) — 750KB
• xxii-20241011.xsd (EX-101.SCH) — 3KB
• xxii-20241011_lab.xml (EX-101.LAB) — 33KB
• xxii-20241011_pre.xml (EX-101.PRE) — 22KB
• tm2426070d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On October 11, 2024, 22nd Century Group, Inc. (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 of the Company (the "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 $2.1 million of shares and warrants, consisting of an aggregate of 14,266,666 shares of Common Stock and warrants (the "Warrants") to purchase 28,533,333 shares of common stock, at a purchase price of $0.15 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 $1.00 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 Offering is expected to close on October 14, 2024, subject to customary closing conditions. The Securities Purchase Agreement provides that, subject to certain exceptions, until 30 days after the closing of the Offering, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents. The Securities Purchase Agreement also provides that the Investors in the Offering have a right of participation in future equity or equity linked offerings by the Company for 9 months following the Closing Date (as defined in the Securities Purchase Agreem

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosure required by this Item, and included in Item 1.01 of this Current Report, is incorporated herein by reference. Neither the Warrants nor the shares of the Company's common stock issuable upon exercise of the Warrants have been registered under the Securities Act, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

01(d): Financial Statements and Exhibits

Item 9.01(d): Financial Statements and Exhibits. Exhibit 4.1 Form of Warrant Exhibit 4.2 Form of Placement Agent Warrant Exhibit 5.1 Opinion of Foley & Lardner LLP Exhibit 10.1 Form of Securities Purchase Agreement, dated October 11, 2024, by and between 22nd Century Group, Inc. and each of the Purchasers (as defined therein). Exhibit 23.1 Consent of Foley & Lardner LLP (included in Exhibit 5.1). 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 D. Firestone Date: October 11, 2024 Lawrence D. Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR