---
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"
generated_at: "2026-06-18T12:52:39.470130+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# 22nd Century Group secures $21M debt financing for VLN and GVB expansion

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-028513
- JSON: https://secwatch.observer/filing/0001104659-23-028513.json
- Plain text: https://secwatch.observer/filing/0001104659-23-028513.txt

## Key facts
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm
- Executive change
  Peter Ferola changed role as Chief Legal Officer at 22nd Century Group, Inc..
  - Action: promoted
  - Role: Chief Legal Officer
  source text: On February 27, 2023, the Company promoted Peter Ferola to the position of Chief Legal Officer, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923028513/0001104659-23-028513-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.