8-K
filed October 16, 2023, 7:59 PM ET
ticker XXII
CIK 0001347858
other material
confidence high
sentiment negative
materiality 0.75
22nd Century Group, Inc. (XXII): debt financing — 22nd Century waives default, cuts revenue target, authorizes doubling shares, and launches public offering
22nd Century Group, Inc.
- JGB Partners waived event of default for missing $18.5M Q3 2023 revenue target; target reduced to $15.5M for Q4 2023.
- $7.5M escrow released to reduce debenture principal; $3.8M promissory note assigned as consideration.
- Stockholders approved increase in authorized common shares to 66,666,667 from 33,333,334.
- Warrant exercise price adjusted from $3.80 to $2.42 for 1,557,268 warrants dated July 10, 2023.
- Company announces best-efforts public offering of common stock and warrants; no size or pricing disclosed.
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. amended senior notes with JGB Partners, LP.
- Instrument
- senior notes
- Counterparty
- JGB Partners, LP
- Event
- amendment
Exact text from the filing
On October 16, 2023, the Company entered into a Waiver and Amendment Agreement (the "Amendment") with each of the subsidiaries of the Company executing the Debentures, the Holders and the Agent, pursuant to which, among other things, (a) the Holders waived an event of default under Section 7(d) of the Debentures which required the Company to achieve revenue of at least $18.5 million for the quarter ended September 30, 2023 (the "waiver"), (b) the parties agreed to amend Schedule E of the Debentures to reduce the Revenue Target (as such term is defined in the Debentures), for the quarter ended December 31, 2023, to $15.5 million, and (c) the Company agreed to release to the Holders the $7.5 million that the Company was required to maintain in a separate account (the "Escrow Funds") which Escrow Funds will be applied to, and reduce, the outstanding principal amount of the Debentures on a dollar-for-dollar basis.
View on SEC.gov
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 33,333,334 to 66,666,667 (effective 2023-10-16).
- Change
- charter amendment
- Effective
- 2023-10-16
Exact text from the filing
On October 16, 2023, the stockholders of the Company approved an amendment (the “Articles Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from thirty-three million three hundred thirty-three thousand and three hundred thirty-four (33,333,334) shares to sixty-six million, six hundred sixty-six thousand sixty hundred sixty-seven (66,666,667), which was filed and effective with the Secretary of the State of Nevada on October 16, 2023.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
22nd Century Group, Inc. amended Waiver and Amendment Agreement with JGB Partners, LP; JGB Capital, LP; JGB Capital Offshore Ltd.; JGB Collateral, LLC valued at Amendment waives event of default under Section 7(d), reduces Revenue Target to $15.5M for Q4 2023, (effective 2023-10-16).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- JGB Partners, LP; JGB Capital, LP; JGB Capital Offshore Ltd.; JGB Collateral, LLC
- Value
- Amendment waives event of default under Section 7(d), reduces Revenue Target to $15.5M for Q4 2023,
- Effective
- 2023-10-16
Exact text from the filing
On October 16, 2023, the Company entered into a Waiver and Amendment Agreement (the “Amendment”) with each of the subsidiaries of the Company executing the Debentures, the Holders and the Agent, pursuant to which, among other things, (a) the Holders waived an event of default under Section 7(d) of the Debentures which required the Company to achieve revenue of at least $18.5 million for the quarter ended September 30, 2023 (the “waiver”), (b) the parties agreed to amend Schedule E of the Debentures to reduce the Revenue Target (as such term is defined in the Debentures), for the quarter ended December 31, 2023, to $15.5 million, and (c) the Company agreed to release to the Holders the $7.5 million that the Company was required to maintain in a separate account (the “Escrow Funds”) which Escrow Funds will be applied to, and reduce, the outstanding principal amount of the Debentures on a dollar-for-dollar basis.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
22nd Century Group, Inc. shareholders approved To approve the price adjustment provisions in the warrants dated July 10, 2023, pursuant to Rule 5365(d) of the Nasdaq Stock Market. at the 2023-10-16 meeting.
- Outcome
- passed
- Meeting
- 2023-10-16
Exact text from the filing
For Against Abstain Broker non-votes 5,062,542 2,462,445 41,993 5,996,943
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
22nd Century Group, Inc. shareholders approved To approve the price adjustment provisions in the warrants dated July 20, 2023, pursuant to Rule 5365(d) of the Nasdaq Stock Market. at the 2023-10-16 meeting.
- Outcome
- passed
- Meeting
- 2023-10-16
Exact text from the filing
For Against Abstain Broker non-votes 5,051,843 2,473,023 42,114 5,996,943
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
22nd Century Group, Inc. shareholders approved To approve an amendment to the Company's Articles of Incorporation to increase authorized shares of common stock from 33,333,334 to 66,666,667. at the 2023-10-16 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-10-16
Exact text from the filing
For Against Abstain 11,369,598 2,111,036 83,289
View on SEC.gov
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