22nd Century Group Announces $54 Million Common Stock Only Registered Direct Offering
09 October 2017 - 9:30PM
Business Wire
Largest financing in the Company’s history
provides more than 5 years of operating capital
22nd Century Group, Inc. (NYSE American: XXII), a plant
biotechnology company that is focused on tobacco harm reduction,
announced today that it has entered into an agreement with
institutional investors to receive approximately $54 million in
gross proceeds in a registered direct offering through the sale of
20.57 million shares of common stock at a price of $2.625 per
share. This no-warrant financing will be the largest capital raise
– at the highest price per share – in the history of 22nd Century
and will raise the Company’s cash balance to well over $60 million
– enough to meet all regular operating expenses for more than five
years.
The offering is expected to close on or about October 10, 2017,
subject to customary closing conditions. The net proceeds of the
financing will be used for general corporate purposes, including
working capital, as the Company begins licensing and strategic
partnership discussions with major tobacco companies.
“We are very pleased to announce that, as a result of this
no-warrant financing, 22nd Century will have more than 5 years of
operating cash on hand,” explained Henry Sicignano, III, President
and CEO of 22nd Century Group. “More than $50 million in net
proceeds will significantly improve our balance sheet and,
therefore, our negotiating position in discussions with potential
licensing and strategic partners.”
Chardan acted as the sole placement agent for this
transaction.
The securities described above are being offered by the Company
through a prospectus supplement pursuant to the Company’s shelf
registration statement on Form S-3 as previously filed and declared
effective by the Securities and Exchange Commission and the base
prospectus contained therein (Registration No. 333-215391). A
prospectus supplement related to the offering will be filed with
the Securities and Exchange Commission. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The securities
are being offered only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement. Copies of the final prospectus supplement and
accompanying base prospectus may be obtained, when available, by
contacting Chardan, 150 East 58th Street, 28th Floor, New York, NY
10155, at (646) 465-9028, or the Securities and Exchange
Commission's website at http://www.sec.gov.
About 22nd Century Group, Inc.
22nd Century is a plant biotechnology company focused on genetic
engineering and plant breeding which allows the increase or
decrease of the level of nicotine in tobacco plants and the level
of cannabinoids in cannabis plants. The Company’s primary mission
in tobacco is to reduce the harm caused by smoking. The Company’s
primary mission in cannabis is to develop proprietary hemp/cannabis
strains for important new medicines and agricultural crops. Visit
www.xxiicentury.com and www.botanicalgenetics.com for more
information.
Cautionary Note Regarding Forward-Looking Statements: This press
release contains forward-looking information, including all
statements that are not statements of historical fact regarding the
intent, belief or current expectations of 22nd Century Group, Inc.,
its directors or its officers with respect to the contents of this
press release, including but not limited to our future revenue
expectations. The words “may,” “would,” “will,” “expect,”
“estimate,” “anticipate,” “believe,” “intend” and similar
expressions and variations thereof are intended to identify
forward-looking statements. We cannot guarantee future results,
levels of activity or performance. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date that they were made. These cautionary statements should
be considered with any written or oral forward-looking statements
that we may issue in the future. Except as required by applicable
law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform
these statements to reflect actual results, later events or
circumstances, or to reflect the occurrence of unanticipated
events. You should carefully review and consider the various
disclosures made by us in our annual report on Form 10-K for the
fiscal year ended December 31, 2016, filed on March 8, 2017,
including the section entitled “Risk Factors,” and our other
reports filed with the U.S. Securities and Exchange Commission
which attempt to advise interested parties of the risks and factors
that may affect our business, financial condition, results of
operation and cash flows. If one or more of these risks or
uncertainties materialize, or if the underlying assumptions prove
incorrect, our actual results may vary materially from those
expected or projected.
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version on businesswire.com: http://www.businesswire.com/news/home/20171009005333/en/
22nd Century GroupJames Vail, 716-270-1523Director of
Communicationsjvail@xxiicentury.com
22nd Century (AMEX:XXII)
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