{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-130075","form_type":"8-K","ticker":"XXII","cik":"0001347858","company_name":"22nd Century Group, Inc.","filed_at":"2023-12-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:28.721472+00:00","generated_at":"2026-06-07T06:16:44.601468+00:00","sec_items":["1.01","2.01","2.03","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"22nd Century closes hemp/cannabis sale; total debt reduction up to $5.2M","bullets":["Sale price increased to $3.1M ($1.1M cash to lender + $2M 12% promissory note due June 2024).","Total debt reduction of $5.2M: $3.2M immediate from closing and asset assignment plus $2.0M buyer note.","Remaining outstanding debt expected ~$8.8M after buyer pays the $2M note.","Assignment of 224-acre Colorado property (Needle Rock Farms) gives $1M non-monetary debt reduction.","Company will focus on FDA-authorized reduced-nicotine tobacco products and harm reduction."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-130075","json":"https://secwatch.observer/filing/0001104659-23-130075.json","markdown":"https://secwatch.observer/filing/0001104659-23-130075.md","text":"https://secwatch.observer/filing/0001104659-23-130075.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/0001104659-23-130075-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/tm2332742d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T06:16:44.601468+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"170df61a51e9be32bdd9cf5c1d40fe153b37c12e","claim":"22nd Century Group, Inc. amended senior notes of cash payment of $2,200,000 to reduce the outstanding principal of the Debentures and a non-monetary exchange yielding fu with JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd. (collectively, the Holders) and JGB Collateral, LLC (Agent) at 7% Original Issue Discount Senior Secured Debentures maturing the earlier of (i) June 30, 2024 and (ii) the public announcement of a Fundamental Transaction.","evidence_excerpt":"the Purchase Agreement, as amended by the GVB Amendment. In consideration of the Holders and the Agents’ consent, the Company agreed to (i) pay to the Agent, a cash payment of $2,200,000 to reduce the outstanding principal of the Debentures (which includes the cash portion of the New Purchase Price paid directly to Agent by Buyer as described above), (ii)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/0001104659-23-130075-index.htm","confidence":0.8,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"cash payment of $2,200,000 to reduce the outstanding principal of the Debentures and a non-monetary exchange yielding fu"},{"label":"Counterparty","value":"JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd. (collectively, the Holders) and JGB Collateral, LLC (Agent)"},{"label":"Rate","value":"7% Original Issue Discount Senior Secured Debentures"},{"label":"Maturity","value":"the earlier of (i) June 30, 2024 and (ii) the public announcement of a Fundamental Transaction"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"add1ad8157409897ea16c31a89231ea28a2c0476","claim":"22nd Century Group, Inc. completed a disposition involving Specialty Acquisition Corporation for $3,100,000 (closed 2023-12-22).","evidence_excerpt":"Company and the Buyer entered into an Amendment to Equity Purchase Agreement (the “ GVB Amendment ”) pursuant to which the Company and the Buyer increased the Purchase Price to $3,100,000 (the “ New Purchase Price ”) which consists of (i) a cash payment of $1,100,000 to the Company’s senior lender, on behalf of and at the direction of the Company and (ii) a 12%","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/0001104659-23-130075-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"Specialty Acquisition Corporation"},{"label":"Consideration","value":"$3,100,000"},{"label":"Closing","value":"2023-12-22"}],"fact_type":"ma_transaction"},{"claim_id":"9f9efc952df1942906b1bf46e251a50398ced082","claim":"22nd Century Group, Inc. amended Amendment to Equity Purchase Agreement with Specialty Acquisition Corporation valued at $3,100,000 (effective 2023-12-22).","evidence_excerpt":"On December 22, 2023, the Company and the Buyer entered into an Amendment to Equity Purchase Agreement (the “ GVB Amendment ”) pursuant to which the Company and the Buyer increased the Purchase Price to $3,100,000","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/0001104659-23-130075-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Specialty Acquisition Corporation"},{"label":"Value","value":"$3,100,000"},{"label":"Effective","value":"2023-12-22"}],"fact_type":"material_agreement"},{"claim_id":"c663a684675f6962ace410183aec3c374defb517","claim":"22nd Century Group, Inc. amended Amendment Agreement with JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd. and JGB Collateral, LLC valued at $2,200,000 (effective 2023-12-22).","evidence_excerpt":"On December 22, 2023, the Company, the Holders and the Agent entered into an Amendment Agreement (the “ JGB Amendment ”) pursuant to which the Holders and the Agent consented to the Purchase Agreement, as amended by the GVB Amendment.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/0001104659-23-130075-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd. and JGB Collateral, LLC"},{"label":"Value","value":"$2,200,000"},{"label":"Effective","value":"2023-12-22"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}