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 October 23, 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 filed financial statements and exhibits. The principal executive office is located at 321 Farmington Road, Mocksville, North Carolina.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing 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 23, 2024 (date) — Date of earliest event reported
• 321 Farmington Road, Mocksville, North Carolina (location) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.00001 — e on which registered Common Stock, $0.00001 par value XXII NASDAQ Capital Market
• $3 million — . The Investors purchased approximately $3 million of prefunded warrants and warrants, con
• $0.10719 — of Common Stock, at a purchase price of $0.10719 per Prefunded Warrant and accompanying
• $1.00 — hase Agreement) at an exercise price of $1.00 per share of common stock, expire on th
• $2.9 million — enses, are expected to be approximately $2.9 million. The Prefunded Warrants and Warrants a
• $100,000 — l pay the Placement Agent a cash fee of $100,000, and will reimburse the Placement Agent
• $30,000 — ent of legal fees up to an aggregate of $30,000. In addition, the Company agreed to iss
• $1.25 — gent Warrants have an exercise price of $1.25. The foregoing summaries of the terms

Filing Documents

• tm2426752d1_8k.htm (8-K) — 33KB
• tm2426752d1_ex4-1.htm (EX-4.1) — 103KB
• tm2426752d1_ex4-2.htm (EX-4.2) — 99KB
• tm2426752d1_ex4-3.htm (EX-4.3) — 105KB
• tm2426752d1_ex10-1.htm (EX-10.1) — 199KB
• 0001104659-24-110997.txt ( ) — 843KB
• xxii-20241023.xsd (EX-101.SCH) — 3KB
• xxii-20241023_lab.xml (EX-101.LAB) — 33KB
• xxii-20241023_pre.xml (EX-101.PRE) — 22KB
• tm2426752d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. PIPE Securities Purchase Agreement On October 23, 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 prefunded warrants to purchase shares of common stock of the Company (the "Common Stock") and warrants to purchase shares of Common Stock pursuant to a private placement (collectively, the "Offering"). The Investors purchased approximately $3 million of prefunded warrants and warrants, consisting of prefunded warrants to purchase an aggregate of 28,354,914 shares of Common Stock (the "Prefunded Warrants") and warrants (the "Warrants") to purchase an aggregate of 42,532,372 shares of Common Stock, at a purchase price of $0.10719 per Prefunded Warrant and accompanying Warrant. The Prefunded Warrants are immediately exercisable upon issuance. 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 24, 2024, subject to customary closing conditions. The Securities Purchase Agreement provides that, subject to certain exceptions, until 60 days after the effectiveness of the registration statement registering the Prefunded Warrants, the Warrants, and the shares of Common Stock issuable upon exercise of the Prefunded Warrants and the Warrants, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance o

02

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. The Prefunded Warrants, the Warrants, the Placement Agent Warrants and the shares of the Company's Common Stock issuable upon exercise of the Prefunded Warrants, the Warrants and the Placement Agent Warrants have not 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.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit 4.1 Form of Prefunded Warrant Exhibit 4.2 Form of Warrant Exhibit 4.3 Form of Placement Agent Warrant Exhibit 10.1 Form of Securities Purchase Agreement, dated October 23, 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 D. Firestone Date: October 23, 2024 Lawrence D. Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR