---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-031267"
form_type: "8-K"
ticker: "XXII"
cik: "0001347858"
company_name: "22nd Century Group, Inc."
filed_at: "2023-03-10T23:59:59+00:00"
generated_at: "2026-06-18T05:17:59.597697+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# 22nd Century Group enters $50M at-the-market offering agreement with Cowen

## Summary
- Up to $50M of common stock may be sold through Cowen and Company in ATM offerings.
- Proceeds intended for general corporate purposes, including VLN cigarette launch, acquisitions, R&D, and working capital.
- Sales agent receives 3% commission on gross proceeds; Company reimburses up to $75,000 in legal fees.
- Registration statement filed March 10, 2023, not yet effective; sales cannot occur until effectiveness.
- Company not obligated to sell any shares and may suspend offers at any time.

## SEC filing metadata
- accession: 0001104659-23-031267
- form_type: 8-K
- ticker: XXII
- cik: 0001347858
- company_name: 22nd Century Group, Inc.
- filed_at: 2023-03-10T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1347858/000110465923031267/0001104659-23-031267-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1347858/000110465923031267/tm238623d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-031267
- JSON: https://secwatch.observer/filing/0001104659-23-031267.json
- Plain text: https://secwatch.observer/filing/0001104659-23-031267.txt

## Key facts
- Material Agreements
  22nd Century Group, Inc. entered into Sales Agreement with Cowen and Company, LLC valued at up to $50,000,000 (effective 2023-03-09).
  - Action: entry
  - Agreement: atm program
  - Counterparty: Cowen and Company, LLC
  - Value: up to $50,000,000
  - Effective: 2023-03-09
  source text: On March 9, 2023 22nd Century Group, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (the “Sales Agent”) under which the Company may issue and sell in a registered offering shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923031267/0001104659-23-031267-index.htm

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