---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-121273"
form_type: "8-K"
ticker: "XXII"
cik: "0001347858"
company_name: "22nd Century Group, Inc."
filed_at: "2023-11-27T23:59:59+00:00"
generated_at: "2026-06-07T21:23:50.899662+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# 22nd Century Group agrees to sell hemp/cannabis business for $2.25M cash and note

## Summary
- Purchase price: $1M cash at closing plus $1.25M 12% secured promissory note payable over six months.
- Buyer is Specialty Acquisition Corp., affiliated with current GVB employees; closing expected early December 2023.
- Transaction subject to conditions: Board approval, fairness opinion, Buyer obtaining $3M financing, senior lender consent.
- Company expects immediate reduction in operating costs beyond previously announced $15M annual savings; plans to deleverage balance sheet.
- Company retains insurance proceeds from Grass Valley fire (approx $9M damages sought), part to offset Buyer's liability share.

## SEC filing metadata
- accession: 0001104659-23-121273
- form_type: 8-K
- ticker: XXII
- cik: 0001347858
- company_name: 22nd Century Group, Inc.
- filed_at: 2023-11-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1347858/000110465923121273/0001104659-23-121273-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1347858/000110465923121273/tm2331538d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-121273
- JSON: https://secwatch.observer/filing/0001104659-23-121273.json
- Plain text: https://secwatch.observer/filing/0001104659-23-121273.txt

## Key facts
- Material Agreements
  22nd Century Group, Inc. entered into Equity Purchase Agreement with Specialty Acquisition Corporation valued at $2,250,000 (effective 2023-11-20).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Specialty Acquisition Corporation
  - Value: $2,250,000
  - Effective: 2023-11-20
  source text: On November 20, 2023, 22nd Century Group, Inc. (the “ Company ”) entered into an Equity Purchase Agreement (the “ Purchase Agreement ”) with Specialty Acquisition Corporation, a Nevada corporation (the “ Buyer ”) pursuant to which the Company agreed to sell substantially all of its GVB hemp/cannabis business (the “ Purchased Interests ”) for a purchase price of $2,250,000 (the “ Purchase Price ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923121273/0001104659-23-121273-index.htm

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