---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-011967"
form_type: "8-K"
ticker: "XXII"
cik: "0001347858"
company_name: "22nd Century Group, Inc."
filed_at: "2026-03-20T23:59:59+00:00"
generated_at: "2026-05-15T09:28:03.723478+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-26-011967
- form_type: 8-K
- ticker: XXII
- cik: 0001347858
- company_name: 22nd Century Group, Inc.
- filed_at: 2026-03-20T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 5.03, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1347858/000149315226011967/0001493152-26-011967-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1347858/000149315226011967/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-011967
- JSON: https://secwatch.observer/filing/0001493152-26-011967.json
- Plain text: https://secwatch.observer/filing/0001493152-26-011967.txt

## Key facts
- Governance Changes
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000149315226011967/0001493152-26-011967-index.htm
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000149315226011967/0001493152-26-011967-index.htm

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