---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-044571"
form_type: "8-K"
ticker: "XXII"
cik: "0001347858"
company_name: "22nd Century Group, Inc."
filed_at: "2024-04-08T23:59:59+00:00"
generated_at: "2026-06-04T01:18:05.033412+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# 22nd Century Group raises ~$3.9M, appoints CFO and GC, amends debt terms

## Summary
- CFO Hugh Kinsman resigns effective June 1, 2024; Daniel Otto appointed CFO at $315k salary.
- Jonathan Staffeldt appointed General Counsel at $315k salary.
- Debt conversion price reduced to $2.14; daily volume cap of 10% of trading volume when VWAP < $2.50.
- Registered direct offering and private warrants for ~$4.2M gross; net ~$3.9M; closes April 9, 2024.
- Stockholder approval required for shares issuable upon warrant exercise; 90-day meeting deadline.

## SEC filing metadata
- accession: 0001104659-24-044571
- form_type: 8-K
- ticker: XXII
- cik: 0001347858
- company_name: 22nd Century Group, Inc.
- filed_at: 2024-04-08T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1347858/000110465924044571/0001104659-24-044571-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1347858/000110465924044571/tm2411293d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-044571
- JSON: https://secwatch.observer/filing/0001104659-24-044571.json
- Plain text: https://secwatch.observer/filing/0001104659-24-044571.txt

## Key facts
- Executive change
  Daniel Otto was appointed as Chief Financial Officer at 22nd Century Group, Inc..
  - Action: appointed
  - Role: Chief Financial Officer
  source text: On April 6, 2024, the Board of Directors of the Company approved the appointment of Daniel Otto as its Chief Financial Officer, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465924044571/0001104659-24-044571-index.htm
- Executive change
  Hugh Kinsman resigned as Chief Financial Officer at 22nd Century Group, Inc..
  - Action: resigned
  - Role: Chief Financial Officer
  source text: On April 6, 2024, Hugh Kinsman, the Company’s Chief Financial Officer, provided notice that he is resigning from such position effective June 1, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465924044571/0001104659-24-044571-index.htm
- Executive change
  Jonathan Staffeldt was appointed as General Counsel at 22nd Century Group, Inc..
  - Action: appointed
  - Role: General Counsel
  source text: On April 6, 2024, the Board of Directors also appointed Jonathan Staffeldt as the Company’s General Counsel effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465924044571/0001104659-24-044571-index.htm
- Material Agreements
  22nd Century Group, Inc. entered into Securities Purchase Agreement with certain investors (the “Investors”) valued at approximately $4.2 million (effective 2024-04-08).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors (the “Investors”)
  - Value: approximately $4.2 million
  - Effective: 2024-04-08
  source text: On April 8, 2024, the Company and certain investors (the “Investors”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) relating to the issuance and sale of shares of common stock (or pre-funded warrants in lieu of common stock) pursuant to a registered direct offering and a private placement of warrants to purchase shares of common stock (collectively, the “Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465924044571/0001104659-24-044571-index.htm

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