Form 8-K - Current report

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 10, 2024

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.)

321 Farmington Road, Mocksville, North Carolina

(Address of Principal Executive Office)

27028

(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 each exchange on which registered
Common Stock, $0.00001 par value	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.

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.

Item 9.01(d):

Financial Statements and Exhibits.

Exhibit 10.1

Letter Agreement with JGB

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

Exhibit 10.1

JGB Collateral, LLC

JGB Capital Offshore Ltd.

JGB Capital LP

JGB Partners LP

c/o JGB Management, Inc.

246 Post Road East, 2^nd Floor

Westport, CT 06880

October 10, 2024

Via Federal Express and E-mail

22nd Century Group, Inc.

321 Farmington Rd.

Mocksville, NC 27028

E-mail: dotto@xxiicentury.com

Re: Securities Purchase Agreement dated March 3, 2023, (the “SPA”) between 22nd Century Group, Inc. (the “Company”) and the Purchasers.

Ladies and Gentlemen:

Reference is made to the SPA and the Debentures (as defined in the SPA). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given such terms in the SPA or the Debentures, as applicable. Further reference is made to the letter agreement, dated August 27, 2024, by and between the Company, the Holders and the Agent (the “August 2024 Letter Agreement”).

By the parties agreement to and acceptance of this letter agreement (this “Letter Agreement”), the Company shall have the right, on a one-time basis, to reset the Conversion Price in effect to an amount equal to the average of the daily VWAPs for each of the five (5) consecutive Trading Days immediately preceding the Reset Date (as defined herein) (the “Reset Conversion Price”); provided, however, that Reset Conversion Price shall in no event be greater than the Conversion Price (as adjusted in accordance with the terms of the Debentures) in effect on the date of this Letter Agreement and, in any case, the Reset Conversion Price shall be subject to written approval of the Holders. The Company shall give each Holder prior notice to the extent practicable of the date on which the reset of the Conversion Price shall occur pursuant to the preceding sentence (the “Reset Date”), but in any event the Company shall notify each Holder of the reset immediately after the reset. For clarity, the Company shall only be permitted to reset the Conversion Price once pursuant to this Letter Agreement.

The Company acknowledges that all Conversion Shares will be issued free and clear of restrictive legends in accordance with the terms of the Debentures. The Company will cause its legal counsel to issue such legal opinions to its transfer agent as necessary to effect the foregoing.

In connection with the foregoing, the Company agrees that it shall, by not later than December 31, 2024, obtain approval of its stockholders for the issuance of an unlimited number of shares of Common Stock in excess of 20% of its outstanding shares at a discount to the applicable “Nasdaq Minimum Price” (as defined in Nasdaq Rule 5635) pursuant to the Debentures. Without limiting the Holders’ other remedies, if the Company fails to obtain such stockholder approval by December 31, 2024, it shall seek approval at every subsequent stockholder meeting, but not less than once every six months.

The Company shall file a Form 8-K announcing the terms of this Letter Agreement and filing this Letter Agreement as an exhibit thereto on or before 8:00 a.m. (local time in New York, New York) on October 10, 2024. 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.

Except as expressly set forth above the Transaction Documents (including, for the avoidance of doubt the August 2024 Letter Agreement) remain in full force and effect. This Letter Agreement is a Transaction Document.

Sincerely,

Brett Cohen for and on behalf of the Holders and the Agent

AGREED AND ACCEPTED:

22nd Century Group Inc.

By:
Name:
Title:

Cover	Oct. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 10, 2024
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	321 Farmington Road
Entity Address, City or Town	Mocksville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27028
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
Trading Symbol	XXII
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false