22nd Century Group raises up to $20M via Series B Preferred offering; uses proceeds to redeem Series A

22nd Century Group, Inc.

Initial close of $16.0M of Series B Preferred at $1,000 stated value; additional $4M possible within one year.
Series B convertible at $3.57 fixed or 15% discount to VWAP; 100% warrant coverage at $3.57, 5-year term.
Net proceeds from initial close ~$5.7M after fees and repurchase of $9.65M Series A Preferred.
Company prohibited from variable rate transactions while Series B outstanding; limited ATM use allowed.
No voting rights for Series B; perpetual term; redemption at 110% of stated value after 6 months.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

22nd Century Group, Inc.: Filed Certificate of Designation for Series B Convertible Preferred Stock, designating 20,000 shares with a stated value of $1,000 per share and setting forth terms including dividends, voting rights, conversion, redemption, liquidation preference, and negative covenants.

Change: charter amendment

Exact text from the filing

The Company will file a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of the State of Nevada designating 20,000 shares out of the authorized but unissued shares of its preferred stock as Series B Convertible Preferred Stock with a stated value of $1,000 per share (the “Series B Certificate of Designation”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

22nd Century Group, Inc. entered into Securities Purchase Agreement with certain investors valued at up to $20 million (effective 2026-03-20).

Action: entry
Agreement: equity purchase
Counterparty: certain investors
Value: up to $20 million
Effective: 2026-03-20

Exact text from the filing

On March 20, 2026, 22nd Century Group, Inc. (the “Company”) and certain investors (the “Investors”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with respect to the offer and sale of up to $20 million of shares of Series B Convertible Preferred Stock, stated value $1,000 per share (the “Series B Preferred Stock”) and warrants (the “Warrants”) to purchase shares of common stock (“Common Stock”) pursuant to a registered direct offering (collectively, the “Offering”).

View on SEC.gov

77 governance changes filed in the last 30 days. Browse all governance changes →

22nd Century Group, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-011967

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.