--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-109385" form_type: "8-K" ticker: "XXII" cik: "0001347858" company_name: "22nd Century Group, Inc." filed_at: "2023-10-16T23:59:59+00:00" generated_at: "2026-06-09T23:08:44.587245+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # 22nd Century waives default, cuts revenue target, authorizes doubling shares, and launches public offering ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-109385 - form_type: 8-K - ticker: XXII - cik: 0001347858 - company_name: 22nd Century Group, Inc. - filed_at: 2023-10-16T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 3.03, 5.07, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1347858/000110465923109385/0001104659-23-109385-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1347858/000110465923109385/tm2328522-1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-109385 - JSON: https://secwatch.observer/filing/0001104659-23-109385.json - Plain text: https://secwatch.observer/filing/0001104659-23-109385.txt ## Key facts - Debt Financings 22nd Century Group, Inc. amended senior notes with JGB Partners, LP. - Instrument: senior notes - Counterparty: JGB Partners, LP - Event: amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923109385/0001104659-23-109385-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923109385/0001104659-23-109385-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923109385/0001104659-23-109385-index.htm - Shareholder Votes 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 source text: For Against Abstain Broker non-votes 5,062,542 2,462,445 41,993 5,996,943 evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923109385/0001104659-23-109385-index.htm - Shareholder Votes 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 source text: For Against Abstain Broker non-votes 5,051,843 2,473,023 42,114 5,996,943 evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923109385/0001104659-23-109385-index.htm - Shareholder Votes 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 source text: For Against Abstain 11,369,598 2,111,036 83,289 evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923109385/0001104659-23-109385-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.