secwatch / observer
8-K filed June 21, 2023, 7:59 PM ET ticker XXII CIK 0001347858
other material confidence high sentiment neutral materiality 0.65

22nd Century raises $5.3M in registered direct offering; reaffirms $105-110M FY2023 sales outlook

22nd Century Group, Inc.

item 1.01item 1.02item 5.02item 5.03item 5.07item 7.01item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

22nd Century Group, Inc.: Increased authorized shares of common stock from 300,000,000 to 500,000,000 (effective 2023-06-16).

Change
charter amendment
Effective
2023-06-16
Exact text from the filing
On June 16, 2023, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from three hundred million (300,000,000) to five hundred million (500,000,000), which Amendment was filed and effective with the Secretary of the State of Nevada on June 16, 2023.
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

22nd Century Group, Inc. terminated Sales Agreement with Cowen and Company, LLC (effective 2023-06-19).

Action
termination
Agreement
atm program
Counterparty
Cowen and Company, LLC
Effective
2023-06-19
Exact text from the filing
On June 19, 2023, the Company provided notice to Cowen and Company, LLC that it was terminating the Sales Agreement dated March 9, 2023 between the Company and Cowen and Company, LLC as a result of the Offering.
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

22nd Century Group, Inc. entered into Warrant Reprice Letter with certain investors (effective 2023-06-19).

Action
entry
Counterparty
certain investors
Effective
2023-06-19
Exact text from the filing
As part of the Offering, the Company entered into a warrant reprice letter (the “Warrant Reprice Letter) and agreed to reduce the exercise price on the previously issued 11,219,516 warrants owned by the investors participating in the Offering from $2.05 to $0.47
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

22nd Century Group, Inc. entered into Securities Purchase Agreement with certain investors valued at approximately $5.3 million (effective 2023-06-19).

Action
entry
Agreement
equity purchase
Counterparty
certain investors
Value
approximately $5.3 million
Effective
2023-06-19
Exact text from the filing
On June 19, 2023, 22nd Century Group, Inc. (the “Company”) and certain investors (the “Investors”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) relating to the issuance and sale of shares of common stock and warrants pursuant to a registered direct offering (the “Offering”).
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

22nd Century Group, Inc. shareholders approved Advisory resolution approving executive compensation for fiscal year 2022 at the 2023-06-16 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-06-16
Exact text from the filing
(2) To approve an advisory resolution approving executive compensation for fiscal year 2022.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

22nd Century Group, Inc. shareholders approved Amendment and restatement of the 2021 Omnibus Incentive Plan to increase shares authorized for issuance by 3,500,000 at the 2023-06-16 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2023-06-16
Exact text from the filing
(4) To approve an amendment and restatement of the 22nd Century Group, Inc. 2021 Omnibus Incentive Plan which shall increase the number of shares authorized for issuance by three million, five hundred thousand (3,500,000).
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

22nd Century Group, Inc. shareholders approved Amendment to Articles of Incorporation to increase authorized shares of common stock from 300,000,000 to 500,000,000 at the 2023-06-16 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-06-16
Exact text from the filing
(3) To approve an amendment to our Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from three hundred million (300,000,000) to five hundred million (500,000,000).
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

22nd Century Group, Inc. shareholders approved Ratification of the appointment of Freed Maxick CPAs, P.C. as independent registered public accountants for 2023 at the 2023-06-16 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-06-16
Exact text from the filing
(5) To ratify the appointment of Freed Maxick CPAs, P.C. as our independent registered public accountants for 2023.
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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

22nd Century Group, Inc. shareholders approved Adjournment of the meeting to solicit additional proxies for Proposals 3 and 4 at the 2023-06-16 meeting.

Outcome
passed
Meeting
2023-06-16
Exact text from the filing
(6) To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the amendment to our Articles of Incorporation (Proposal 3) or the amendment and restatement of our 2021 Omnibus Incentive Plan (Proposal 4), which was approved as follows:
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

22nd Century Group, Inc. shareholders approved Election of Class III directors at the 2023-06-16 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-06-16
Exact text from the filing
(1) A proposal to elect as directors the two (2) director nominees named in the proxy statement as Class III directors to serve for a three-year period until the Annual Meeting of stockholders in the year 2026 and, in each instance, until their respective successors have been elected and qualified.
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74 governance changes filed in the last 30 days. Browse all governance changes →

22nd Century Group, Inc. filing history →

Source: SEC EDGAR
accession 0001104659-23-073413
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