--- 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" generated_at: "2026-06-07T06:16:44.601468+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # 22nd Century closes hemp/cannabis sale; total debt reduction up to $5.2M ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-130075 - JSON: https://secwatch.observer/filing/0001104659-23-130075.json - Plain text: https://secwatch.observer/filing/0001104659-23-130075.txt ## Key facts - Debt Financings 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. - Instrument: senior notes - Principal: cash payment of $2,200,000 to reduce the outstanding principal of the Debentures and a non-monetary exchange yielding fu - Counterparty: JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd. (collectively, the Holders) and JGB Collateral, LLC (Agent) - Rate: 7% Original Issue Discount Senior Secured Debentures - Maturity: the earlier of (i) June 30, 2024 and (ii) the public announcement of a Fundamental Transaction - Event: amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/0001104659-23-130075-index.htm - M&A Transactions 22nd Century Group, Inc. completed a disposition involving Specialty Acquisition Corporation for $3,100,000 (closed 2023-12-22). - Action: disposition - Counterparty: Specialty Acquisition Corporation - Consideration: $3,100,000 - Closing: 2023-12-22 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/0001104659-23-130075-index.htm - Material Agreements 22nd Century Group, Inc. amended Amendment to Equity Purchase Agreement with Specialty Acquisition Corporation valued at $3,100,000 (effective 2023-12-22). - Action: amendment - Agreement: equity purchase - Counterparty: Specialty Acquisition Corporation - Value: $3,100,000 - Effective: 2023-12-22 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/0001104659-23-130075-index.htm - Material Agreements 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). - Action: amendment - Agreement: credit facility - Counterparty: JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd. and JGB Collateral, LLC - Value: $2,200,000 - Effective: 2023-12-22 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465923130075/0001104659-23-130075-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.