{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-028513","form_type":"8-K","ticker":"XXII","cik":"0001347858","company_name":"22nd Century Group, Inc.","filed_at":"2023-03-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:44.572144+00:00","generated_at":"2026-06-18T12:52:39.470130+00:00","sec_items":["1.01","2.03","3.02","5.02","9.01"],"event_type":"debt","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"22nd Century Group secures $21M debt financing for VLN and GVB expansion","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-028513","json":"https://secwatch.observer/filing/0001104659-23-028513.json","markdown":"https://secwatch.observer/filing/0001104659-23-028513.md","text":"https://secwatch.observer/filing/0001104659-23-028513.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/tm238522d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T12:52:39.470130+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"af2b4d7a317747d3f38539a6cc817b14d6bbf1c0","claim":"22nd Century Group, Inc. incurred senior notes of $21,052,632 with JGB Collateral, LLC at 7% per annum maturing 2026-03-03.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$21,052,632"},{"label":"Counterparty","value":"JGB Collateral, LLC"},{"label":"Rate","value":"7% per annum"},{"label":"Maturity","value":"2026-03-03"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"fff83657d6e1acbbc69588862d568dd0e54a6c11","claim":"22nd Century Group, Inc. incurred loan of $2,864,767 with Omnia Ventures, LP at 26.5% per annum.","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"$2,864,767"},{"label":"Counterparty","value":"Omnia Ventures, LP"},{"label":"Rate","value":"26.5% per annum"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"093fa19051","claim":"Peter Ferola changed role as Chief Legal Officer at 22nd Century Group, Inc..","evidence_excerpt":"On February 27, 2023, the Company promoted Peter Ferola to the position of Chief Legal Officer, effective immediately.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"promoted"},{"label":"Role","value":"Chief Legal Officer"}],"fact_type":"executive_change"},{"claim_id":"36c269bb5469579654eb4fed7e407fbf270fcaa6","claim":"22nd Century Group, Inc. entered into Subordinated Promissory Note with Omnia Ventures, LP (“Omnia”) valued at $2,864,767 (effective 2023-03-03).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Omnia Ventures, LP (“Omnia”)"},{"label":"Value","value":"$2,864,767"},{"label":"Effective","value":"2023-03-03"}],"fact_type":"material_agreement"},{"claim_id":"b358c938d6dc5c8a878c9c0f559ff84573eda45d","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"each of the purchasers party thereto (each, including its successors and assigns, a \"Purchaser\" and collectively, the \"Purchasers\") and JGB Collateral, LLC"},{"label":"Value","value":"$20,000,000"},{"label":"Effective","value":"2023-03-03"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}