8-K
filed March 3, 2023, 6:59 PM ET
ticker XXII
CIK 0001347858
debt
confidence high
sentiment positive
materiality 0.75
22nd Century Group, Inc. (XXII): debt financing — 22nd Century Group secures $21M debt financing for VLN and GVB expansion
22nd Century Group, Inc.
- Issued $21M senior secured debentures at 7% interest, 5% OID, maturing March 2026.
- Warrants to purchase up to 5M shares at $1.275 (50% premium to VWAP) issued to JGB.
- Refinanced $2.7M legacy seller notes from GVB acquisition, extended to mid-2024.
- Peter Ferola promoted to Chief Legal Officer effective Feb 27, 2023.
- Company plans VLN launch in up to 18 states by end of 2023; expects significant revenue growth.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
22nd Century Group, Inc. incurred senior notes of $21,052,632 with JGB Collateral, LLC at 7% per annum maturing 2026-03-03.
- Instrument
- senior notes
- Principal
- $21,052,632
- Counterparty
- JGB Collateral, LLC
- Rate
- 7% per annum
- Maturity
- 2026-03-03
- Event
- incurrence
Exact text from the filing
Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers (i) 7% Original Issue Discount Senior Secured Debentures (the “Debentures”) with an aggregate principal amount of $21,052,632 and (ii) warrants to purchase up to 5,000,000 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), for an exercise price of $1.275 per share, a 50% premium to the VWAP on the closing date (the “JGB Warrants”), subject to adjustments as set forth in the JGB Warrants, for a total purchase price of $20,000,000.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
22nd Century Group, Inc. incurred loan of $2,864,767 with Omnia Ventures, LP at 26.5% per annum.
- Instrument
- loan
- Principal
- $2,864,767
- Counterparty
- Omnia Ventures, LP
- Rate
- 26.5% per annum
- Event
- incurrence
Exact text from the filing
On March 3, 2023, the Company executed a Subordinated Promissory Note (the “Subordinated Note”) with a principal amount of $2,864,767 in favor of Omnia Ventures, LP (“Omnia”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Ferola changed role as Chief Legal Officer at 22nd Century Group, Inc..
- Action
- promoted
- Role
- Chief Legal Officer
Exact text from the filing
On February 27, 2023, the Company promoted Peter Ferola to the position of Chief Legal Officer, effective immediately.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
22nd Century Group, Inc. entered into Subordinated Promissory Note with Omnia Ventures, LP (“Omnia”) valued at $2,864,767 (effective 2023-03-03).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Omnia Ventures, LP (“Omnia”)
- Value
- $2,864,767
- Effective
- 2023-03-03
Exact text from the filing
On March 3, 2023, the Company executed a Subordinated Promissory Note (the “Subordinated Note”) with a principal amount of $2,864,767 in favor of Omnia Ventures, LP (“Omnia”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
22nd Century Group, Inc. entered into Securities Purchase Agreement with each of the purchasers party thereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers") and JGB Collateral, LLC valued at $20,000,000 (effective 2023-03-03).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- each of the purchasers party thereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers") and JGB Collateral, LLC
- Value
- $20,000,000
- Effective
- 2023-03-03
Exact text from the filing
On March 3, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the purchasers party thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and JGB Collateral, LLC, a Delaware limited liability company, as collateral agent for the Purchasers (the “Agent”).
View on SEC.gov
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