XXII 22nd Century Group Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 16, 2023

 

 

22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada	001-36338	98-0468420
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office)

14204 (Zip Code)

 

Registrant’s telephone number, including area code: (716) 270-1523

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock, $0.00001 par value per share	XXII	NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

As previously disclosed on March 3, 2023, 22nd Century Group, Inc. (the “Company”) entered into that certain Securities Purchase Agreement (the “SPA”) 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”). Pursuant to the SPA, the Holders purchased (i) 7% Original Issue Discount Senior Secured Debentures (the “Debentures”) of the Company and (ii) warrants to purchase up to 333,334 shares (later adjusted to 496,960) shares of the Company’s common stock, par value $0.00001 per share (the “Warrants”).

 

On October 16, 2023, the Company entered into a Waiver and Amendment Agreement (the “Amendment”) with each of the subsidiaries of the Company executing the Debentures, the Holders and the Agent, pursuant to which, among other things, (a) the Holders waived an event of default under Section 7(d) of the Debentures which required the Company to achieve revenue of at least $18.5 million for the quarter ended September 30, 2023 (the “waiver”), (b) the parties agreed to amend Schedule E of the Debentures to reduce the Revenue Target (as such term is defined in the Debentures), for the quarter ended December 31, 2023, to $15.5 million, and (c) the Company agreed to release to the Holders the $7.5 million that the Company was required to maintain in a separate account (the “Escrow Funds”) which Escrow Funds will be applied to, and reduce, the outstanding principal amount of the Debentures on a dollar-for-dollar basis.

 

Additionally, as additional consideration to the Holders’ waiver, whereby the Company has agreed to assign, transfer and convey to the Agent, the Company’s entire right, title and interest in and to (i) the Promissory Note made by J&N Real Estate Company, L.L.C. (“J&N”) payable to the Company in the principal amount of $3,800,000 and (ii) the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated June 30, 2021, between J&N, as borrower, for the benefit of the Company, as lender (collectively, the “Pledged Indebtedness”). Upon assignment of the Pledged Indebtedness, the Company will recognize as a non-monetary transaction, $2,600,000 of consideration in exchange to be applied as a $2,000,000 reduction of the Put Price (as defined below) and $600,000 reduction of the outstanding principal amount of Debentures.

 

In connection with the waiver, the Company and Holders have agreed to exercise the outstanding put provision to redeem 166,667 Warrants for an aggregate put price equal to $2,500,005 (the “Put Price”), which is concurrently reduced by $2,000,000, as described above, with the remaining $500,005 payable by the Company on the Maturity Date. No cash will be exchanged as a result of executing the Amendment.

 

The Amendment contains customary reaffirmations, reconfirmations of security interests and subsidiary guarantees, and representations and warranties typical for a waiver and amendment of this type.

 

The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is included as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required by this item is included in Item 1.01 of this Current Report and is incorporated herein by reference.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth under Item 5.07 related to the July 10, 2023 warrants is incorporated herein by reference.

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 16, 2023, the stockholders of the Company approved an amendment (the “Articles Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from thirty-three million three hundred thirty-three thousand and three hundred thirty-four (33,333,334) shares to sixty-six million, six hundred sixty-six thousand sixty hundred sixty-seven (66,666,667), which was filed and effective with the Secretary of the State of Nevada on October 16, 2023. The Articles Amendment was filed as Appendix A to the Company’s definitive proxy statement filed August 29, 2023 and the terms thereof are incorporated herein by reference.

 

Item 5.07  Submission of Matters to a Vote of Security Holders.

 

A 2023 Special Meeting of Stockholders of the Company was held on Monday, October 16, 2023 to vote on the following proposals:

 

(1)

To approve the price adjustment provisions in the warrants dated July 10, 2023, pursuant to Rule 5365(d) of the Nasdaq Stock Market. In accordance with the voting results listed below, the proposal was approved. As a result, the exercise price on the 1,557,268 warrants dated July 10, 2023 have been automatically adjusted from $3.80 per share of common stock to $2.42 per share of common stock to match the exercise price of the warrants dated July 20, 2023.

 

For	Against	Abstain	Broker non-votes
5,062,542	2,462,445	41,993	5,996,943

 

(2)

To approve the price adjustment provisions in the warrants dated July 20, 2023, pursuant to Rule 5365(d) of the Nasdaq Stock Market. In accordance with the voting results listed below, the proposal was approved.

 

For	Against	Abstain	Broker non-votes
5,051,843	2,473,023	42,114	5,996,943

 

(3)

To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from thirty-three million three hundred thirty-three thousand and three hundred thirty-four (33,333,334) shares to sixty-six million, six hundred sixty-six thousand sixty hundred sixty-seven (66,666,667). In accordance with the voting results listed below, the amendment to the Articles of Incorporation was approved.

 

For	Against	Abstain
11,369,598	2,111,036	83,289

 

 

Item 7.01

Regulation FD Disclosure.

 

On October 16, 2023, the Company issued a press release in connection with a proposed public offering of shares of common stock and warrants. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this item (including the exhibit) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number	Description
3.1	Form of Certificate of Amendment to Restated Articles of Incorporation (incorporated by reference from Appendix A to the definitive proxy statement filed on August 29, 2023).
10.1	Waiver and Amendment Agreement dated October 16, 2023.
99.1	Press Release dated October 16, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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/ Peter Ferola
Date: October 16, 2023		Peter Ferola
		Chief Legal Officer

 

Exhibit 10.1

 

WAIVER AND AMENDMENT AGREEMENT

 

This Wavier and Amendment Agreement (the “Agreement”), dated as of October 16, 2023, is made by and between (i) 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 each a “Holder”), (ii) 22nd Century Group, Inc., a Nevada corporation (the “Company”), (iii) each of the subsidiaries of the Company executing this Agreement as guarantors (collectively, the “Subsidiary Guarantors”, and together with the Company, the “Company Parties”), and (iv) JGB Collateral, LLC, as collateral agent for the Holders (the “Agent”).

 

WHEREAS, the Holders and the Company are parties to that certain Securities Purchase Agreement, dated as of March 3, 2023 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “SPA”), whereby, among other things, (i) the Company has issued to the Holders, and the Holders have acquired from the Company, certain 7% Original Issue Discount Senior Secured Debentures due March 3, 2026, in the aggregate original principal amount of $21,052,632 (the “Debentures”) and certain Common Stock Purchase Warrants to purchase an aggregate of 496,960 shares of the Company’s common stock at an exercise price of $12.828 per share (the “Warrants”), (ii) each of the Subsidiary Guarantors have executed and delivered to the Agent that certain Subsidiary Guaranty (the “Guaranty”), dated March 3, 2022, pursuant to which each such Subsidiary Guarantor guaranteed, among other things, payment of the Obligations (as defined in such Guaranty), (iii) each Company Party executed and delivered to the Agent that certain Security Agreement (the “Security Agreement”), dated March 3, 2022, whereby each Company Party granted a first ranking lien and security interest in substantially all of its assets to the Agent as security for the Company Parties’ obligations under the Transaction Documents (as defined in the SPA), and (iv) the Company, the Agent and Truist Bank have entered into that certain Escrow Agreement, dated as of March 27, 2023, (the “Escrow Agreement”) pursuant to which Truist Bank maintains, in its capacity as escrow agent, possession of $7,500,000 of cash collateral for the for the Company Parties’ obligations under the Loan Documents (the “Escrow Funds”);

 

WHEREAS, the Company failed to achieve revenue (as determined in accordance with GAAP) of at least $18,500,000 for the quarter ended September 30, 2023 in accordance with pursuant to Section 7(d) of the Debentures resulting in the occurrence of an Event of Default, which is continuing, under the Debentures and the other Transaction Documents (the “Specified Default”); and

 

WHEREAS, the parties now desire to enter into this Agreement to, among other things, waive the Specified Default and to agree to such other matters set forth herein.

 

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.

Definitions. Capitalized terms used and not defined in this Agreement shall have the respective meanings given such terms in the SPA or the Debentures, as applicable.

 

 

2.

Agreements of the Party.

 

a.

Waiver of Specified Default. The Holders hereby waive and forever release the Specified Default. For the avoidance of doubt, the waiver and release provided for in this Section 2(a) is a one-time waiver of the provisions of Section 7(d) of the Debentures and does not constitute a continuing waiver of Section 7(d) of the Debentures or any other term or provision of the Transaction Documents.

 

b.

Amendment to Schedule E to the Debentures. Notwithstanding the provisions of Schedule E to the Debentures, the Holders and the Company agree that “Revenue Target” for the quarter ended December 31, 2023, shall be $15,500,000.

 

c.

Escrow Funds. The parties agree that the Agent is authorized to deliver, upon the parties execution of this Agreement, the instructions attached hereto as Exhibit A (the “Escrow Release Instructions”) to Truist Bank instructing Truist Bank to release all of the Escrow Funds to the Agent. The Escrow Funds shall be applied to, and shall reduce, ratably the outstanding principal amount of the Debentures on a dollar-for-dollar basis. Following JGB’s written confirmation of receipt of the Escrow Funds, Section 7(c) of the Debentures shall be of no further force and effect.

 

d.

Put of Warrants. As a result of the occurrence of the Specified Default, and in consideration of the Holders’ waiver thereof, the Company has permitted the Holders to put a portion of the Warrant corresponding to 166,667 Warrant Shares to the Company pursuant to Section 2(g) of the Warrants and the Company agrees that the Holders have duly exercised such put. The Put Price (as defined in the Warrants) due and payable is $2,500,005, which shall be due and payable in accordance with Section 2(e).

 

e.

Pledged Indebtedness. No later than 10 days after the date of this Agreement, the Company shall irrevocably assign, transfer and convey to the Agent, for the ratable benefit of the Holders, the Company’s entire right, title and interest in and to (i) the Promissory Note made by J&N Real Estate Company, L.L.C. payable to the Company in the principal amount of $3,800,000 and (ii) the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated June 30, 2021, between J & N REAL ESTATE COMPANY, L.L.C., as borrower, for the benefit of Assignor, as lender, which was recorded on July 6, 2021 as Instrument Number 2021099922, in the Official Records of the County of Jefferson, Colorado (collectively, the “Assignment of Pledged Indebtedness”). Upon consummation the of the Assignment of Pledged Indebtedness, (i) the Put Price shall be reduced by $2,000,000 and (ii) the outstanding principal amount of the Debentures shall be ratably reduced by $600,000. After giving effect to the reduction of the Put Price pursuant to the foregoing sentence, the remaining $500,005 of the Put Price shall be due and payable on the Maturity Date.

 

f.

The Company Parties acknowledge and agree that the Holders and the Agent have fully and timely performed all of their respective obligations and duties in compliance with the Transaction Documents and applicable law, and have acted reasonably, in good faith, and appropriately under the circumstances.

 

 

g.

In further consideration of the Holders’ execution of this Agreement, each of the Company Parties, on behalf of itself and its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents and attorneys, hereby forever, fully, unconditionally and irrevocably waives and releases each Holder and its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (including the Agent) (collectively, the “Releasees”) from any and all claims, liabilities, obligations, debts, causes of action (whether at law or in equity or otherwise), defenses, counterclaims, setoffs, of any kind, whether known or unknown, whether liquidated or unliquidated, matured or unmatured, fixed or contingent, directly or indirectly arising out of, connected with, resulting from or related to any act or omission by such Holder or any other Releasee, prior to the date hereof, with respect to the Transaction Documents (collectively, the “Claims”). Each Company Party further agrees that none of them shall commence, institute, or prosecute any lawsuit, action or other proceeding, whether judicial, administrative or otherwise, to prosecute, collect or enforce any Claim.

 

3.

Certain Reaffirmations and Reconfirmation of Security Interest and Subsidiary Guaranty. Each Company party further acknowledges, agrees, represents and warrants:

 

a.

The SPA, the Debentures, the Guaranty, the Security Agreement and the other Transaction Documents are legal, valid, binding and enforceable against the Company and the Subsidiary Guarantors in accordance with their respective terms. The terms of the Transaction Documents remain unchanged, except as expressly modified pursuant to this Agreement.

 

b.

The Company’s and each Subsidiary Guarantor’s respective obligations under the Transaction Documents are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever.

 

c.

Holders and Agent have valid, enforceable and perfected security interests in and liens in the Collateral (as defined in the Security Agreement), as to which there are no setoffs, deductions, claims, counterclaims, or defenses of any kind or character whatsoever.

 

d.

Nothing herein shall impair or limit the continuation of the liens and security interests granted to the Holders and/or the Agent under the Security Agreement or any of the other Security Documents, which liens and security interests are continued in full force and effect pursuant to and as provided therein and herein. The Company and each Subsidiary Guarantor acknowledges the continuing existence and priority of all liens and security interests granted, conveyed, and assigned pursuant to the Security Agreement and the other Security Documents in accordance with the terms thereof and hereof notwithstanding the coming into effect of this Agreement, and agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents and certificates as the Holders or the Agent request in order to perfect, preserve, and protect such liens and security interests.

 

 

e.

Each Subsidiary Guarantor acknowledges this Agreement and ratifies and confirms that the Guaranty executed by such Subsidiary Guarantor is not released, diminished, impaired, reduced, or otherwise adversely affected by this Agreement and continues to guarantee and assure the full payment and performance of all present and future obligations under the Debentures and the other Transaction Documents.

 

f.

This Agreement serves as notice under 4(x) of the Security Agreement of a commercial tort claim in excess of $250,000 arising from the Company’s claims against Dorchester Insurance Company, LTC for damages of at least $9,000,000. The Company hereby grants the Agent a lien and security interest in such commercial tort claim.

 

4.

Representations and Warranties of the Company Parties. Each of the Company Parties represents and warrants, severally and jointly, to the Holders that:

 

a.

Authorization; Enforcement. Each of the Company Parties has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company Parties and the consummation by each of them of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of each such Company Party and no further action is required by any Company Party in connection herewith or therewith. This Agreement has been duly executed by each Company Party and constitutes the valid and binding obligation of each Company Party enforceable against each such Company Party in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally.

 

b.

No Conflicts. The execution, delivery and performance by the Company Parties of this Agreement and the consummation by each of them of the transactions contemplated hereby, do not and will not: (i) conflict with or violate any provision of such Company Party’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of any Company Party, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, securities purchase agreement, debt or other instrument (evidencing Indebtedness of any Company Party or otherwise) or other understanding to which any Company Party is a party or by which any property or asset of any Company Party is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or Governmental Authority to which a Company Party is subject (including federal and state securities laws and regulations), or by which any property or asset of a Company Party is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not reasonably be expected to result in a Material Adverse Effect.

 

 

c.

Absence of Defaults. Other than the Specified Default, no Event of Default has occurred or is continuing, and each Company Party has complied in all material respects with its respective obligations under the Transaction Documents.

 

5.

Deliveries and Other Conditions. In connection with the transactions contemplated by this Agreement, the Company Parties shall deliver to the Holders the following:

 

a.

on the date of this Agreement, a duly executed PDF copy of this Agreement (and, promptly after the date hereof, “wet ink” originals of Company Parties’ signature pages to this Agreement);

 

b.

on the date of this Agreement, satisfactory evidence that all corporate and other proceedings that are necessary in connection with this Agreement have been taken;

 

c.

the Company will reimburse the Holders’ legal fees in connection with this Agreement in the amount equal $7,500.

 

d.

such other documents, confirmations, agreements or other instruments reasonably requested by Holders.

 

6.

Transaction Documents. This Agreement is a Transaction Document. This Agreement, together with the other Transaction Documents, are the entire agreement among the parties with respect to the subject matter hereof.

 

7.

No Modification. Except as set forth in this Agreement, nothing shall be deemed or construed to amend, supplement or modify the Transaction Documents or otherwise affect the rights, remedies and/or obligations of any party thereto, all of which remain in full force and effect.

 

8.

Successors and Assigns; Survival. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto, and each of their respective successors and assigns. The representations and warranties of the Company Parties shall survive the consummation of the transactions contemplated by this Agreement.

 

9.

Governing Law.

 

a.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein.

 

 

10.

Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.

 

11.

Announcement. The Company shall file a Form 8-K announcing the terms of this Agreement and filing this Agreement as an exhibit thereto on or before 5:30 p.m. (local time in New York, New York) on the Business Day after the date of this Agreement. Following the filing of such Form 8-K the Holders shall not be deemed to be in possession of any material, non-public information of the Company.

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

COMPANY:

 

22nd Century Group, Inc.

 

 

 

By: /s/ Peter Ferola
Name: Peter Ferola
Title: General Counsel & Corporate Secretary

 

GUARANTORS:       22nd Century Limited, LLC

By: /s/ Peter Ferola   Name: Peter Ferola   Title: Manager

22nd Century Group Europe B.V.

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

NASCO Products, LLC

By: /s/ Peter Ferola   Name: Peter Ferola   Title: Manager

 

 

Botanical Genetics, LLC

By: /s/ Peter Ferola   Name: Peter Ferola   Title: Manager

22nd Century Group Canada, Inc.

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

Goodrich Tobacco Company, LLC

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

Heracles Pharmaceutical, LLC

By: /s/ Peter Ferola   Name: Peter Ferola   Title: Manager

22nd Century Holdings, LLC

By: /s/ Peter Ferola   Name: Peter Ferola   Title: Manager

 

Golden Acquisition Sub, LLC

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

ESI Holdings, LLC

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

PTB Investment Holdings, LLC

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

GV Farm Services, LLC

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

Evergreen State Holdings, LLC

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

 

 

Oregon Custom Supply, LLC

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

Central Oregon Processing, LLC

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

Prineville Solutions, LLC

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

GVBiopharma UK Ltd.

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

 

 

RX Pharmatech Ltd.

By:/s/ Peter Ferola   Name: Peter Ferola   Title: Secretary

 

 

HOLDERS AND AGENT:

 

JGB PARTNERS, LP

JGB CAPITAL LP

JGB CAPITAL OFFSHORE LTD.

JGB COLLATERAL LLC

 

By: /s/ Brett Cohen

 

Name: Brett Cohen

 

Title: President

 

 

 

Exhibit 99.1 

 

 

22nd Century Announces Proposed Public Offering

 

BUFFALO, N.Y., October 16, 2023 (GLOBE NEWSWIRE) -- 22nd Century Group, Inc. (Nasdaq: XXII) (the “Company”), a leading biotechnology company dedicated to improving health with reduced nicotine tobacco, hemp/cannabis and hops advanced plant technologies, today announced that it intends to offer and sell in a “best efforts” public offering shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase shares of common stock. All of the shares of common stock (or common stock equivalents) and warrants in the offering are to be offered by the Company. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the offering.

 

The Special Equities Group, a division of Dawson James Securities, Inc., is acting as the sole placement agent for the proposed offering.

 

The Company expects to use the net proceeds of the proposed offering for general corporate purposes.

 

The securities described above will be offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-270473) previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on March 31, 2023.   The offering will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective shelf registration statement.  A preliminary prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC.  Copies of the preliminary prospectus supplement and accompanying prospectus may be obtained, when available, for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, you may contact Dawson James Securities, Inc. at its corporate headquarters at 101 North Federal Highway, Suite 600, Boca Raton, FL 33432, (561) 391-5555. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and the other documents that the Company has filed with the SEC for more complete information about the Company and the proposed offering.

 

This press release shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state or other 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 other jurisdiction.

 

About 22nd Century Group, Inc.

 

22nd Century Group, Inc. (Nasdaq: XXII) is a leading biotechnology company dedicated to improving health with reduced nicotine tobacco, hemp/cannabis and hops advanced plant technologies. With dozens of patents allowing it to control nicotine biosynthesis in the tobacco plant, the Company has developed proprietary reduced nicotine content (RNC) tobacco plants and cigarettes, which have become the cornerstone of the FDA’s Comprehensive Plan to address the widespread death and disease caused by smoking. The Company received the first and only FDA Modified Risk Tobacco Product (MRTP) authorization for a combustible cigarette in December 2021. In tobacco, hemp/cannabis and hop plants, 22nd Century uses modern plant breeding technologies, including genetic engineering, gene-editing, and molecular breeding to deliver solutions for the life science and consumer products industries by creating new, proprietary plants with optimized alkaloid and flavonoid profiles as well as improved yields and valuable agronomic traits.

 

Learn more at xxiicentury.com, on Twitter, on LinkedIn, and on YouTube.

 

Learn more about VLN^® at tryvln.com.

  

 

Cautionary Note Regarding Forward-Looking Statements

 

Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements within the meaning of federal securities laws. Forward-looking statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “preliminary,” “probable,” “project,” “promising,” “seek,” “should,” “will,” “would,” and similar expressions. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results might differ materially from those explicit or implicit in forward-looking statements as a result of certain factors, including but not limited to, the satisfaction of the closing conditions; prevailing market conditions; the anticipated use of the proceeds of the offering which could change as a result of market conditions or for other reasons; our history of loss and negative cash flows, the substantial doubt about our ability to continue as a going concern, our need for additional capital and our ability to satisfy our debt covenants. A discussion of these and other factors, including risks and uncertainties with respect to the Company, is set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 9, 2023, as amended on March 28, 2023, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q, and in the final prospectus supplement and accompanying prospectus relating to this public offering to be filed with the SEC. All information provided in this release is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.

 

Investor Relations & Media Contact

Matt Kreps
Investor Relations
22nd Century Group, Inc.
mkreps@xxiicentury.com
214-597-8200

 

 

v3.23.3

Cover	Oct. 16, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 16, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-36338
Entity Registrant Name	22nd Century Group, Inc.
Entity Central Index Key	0001347858
Entity Tax Identification Number	98-0468420
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	500 Seneca Street
Entity Address, Address Line Two	Suite 507
Entity Address, City or Town	Buffalo
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14204
City Area Code	716
Local Phone Number	270-1523
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value per share
Trading Symbol	XXII
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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