Source-grounded facts extracted from 22nd Century Group, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
22nd Century Group, Inc. entered into Securities Purchase Agreement with certain investors valued at approximately $5.25 million (effective 2023-10-17).
“On October 17, 2023, 22nd Century Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors”
22nd Century Group, Inc.: Increased authorized shares of common stock from 33,333,334 to 66,666,667 (effective 2023-10-16).
“On October 16, 2023, the stockholders of the Company approved an amendment (the “Articles Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from thirty-three million three hundred thirty-three thousand and three hundred thirty-four (33,333,334) shares to sixty-six million, six hundred sixty-six thousand sixty hundred sixty-seven (66,666,667), which was filed and effective with the Secretary of the State of Nevada on October 16, 2023.”
22nd Century Group, Inc. shareholders approved To approve an amendment to the Company's Articles of Incorporation to increase authorized shares of common stock from 33,333,334 to 66,666,667. at the 2023-10-16 meeting.
“For Against Abstain 11,369,598 2,111,036 83,289”
22nd Century Group, Inc. shareholders approved To approve the price adjustment provisions in the warrants dated July 20, 2023, pursuant to Rule 5365(d) of the Nasdaq Stock Market. at the 2023-10-16 meeting.
“For Against Abstain Broker non-votes 5,051,843 2,473,023 42,114 5,996,943”
22nd Century Group, Inc. shareholders approved To approve the price adjustment provisions in the warrants dated July 10, 2023, pursuant to Rule 5365(d) of the Nasdaq Stock Market. at the 2023-10-16 meeting.
“For Against Abstain Broker non-votes 5,062,542 2,462,445 41,993 5,996,943”
22nd Century Group, Inc. amended senior notes with JGB Partners, LP.
“On October 16, 2023, the Company entered into a Waiver and Amendment Agreement (the "Amendment") with each of the subsidiaries of the Company executing the Debentures, the Holders and the Agent, pursuant to which, among other things, (a) the Holders waived an event of default under Section 7(d) of the Debentures which required the Company to achieve revenue of at least $18.5 million for the quarter ended September 30, 2023 (the "waiver"), (b) the parties agreed to amend Schedule E of the Debentures to reduce the Revenue Target (as such term is defined in the Debentures), for the quarter ended December 31, 2023, to $15.5 million, and (c) the Company agreed to release to the Holders the $7.5 million that the Company was required to maintain in a separate account (the "Escrow Funds") which Escrow Funds will be applied to, and reduce, the outstanding principal amount of the Debentures on a dollar-for-dollar basis.”
22nd Century Group, Inc. amended Waiver and Amendment Agreement with JGB Partners, LP; JGB Capital, LP; JGB Capital Offshore Ltd.; JGB Collateral, LLC valued at Amendment waives event of default under Section 7(d), reduces Revenue Target to $15.5M for Q4 2023, (effective 2023-10-16).
“On October 16, 2023, the Company entered into a Waiver and Amendment Agreement (the “Amendment”) with each of the subsidiaries of the Company executing the Debentures, the Holders and the Agent, pursuant to which, among other things, (a) the Holders waived an event of default under Section 7(d) of the Debentures which required the Company to achieve revenue of at least $18.5 million for the quarter ended September 30, 2023 (the “waiver”), (b) the parties agreed to amend Schedule E of the Debentures to reduce the Revenue Target (as such term is defined in the Debentures), for the quarter ended December 31, 2023, to $15.5 million, and (c) the Company agreed to release to the Holders the $7.5 million that the Company was required to maintain in a separate account (the “Escrow Funds”) which Escrow Funds will be applied to, and reduce, the outstanding principal amount of the Debentures on a dollar-for-dollar basis.”
22nd Century Group, Inc. reported Second quarter ended June 30, 2023 results: revenue $23.4 Million. Guidance lowered.
“Second Quarter 2023 Net Revenues Increased 62% to $23.4 Million”
22nd Century Group, Inc. entered into Securities Purchase Agreement with certain investors valued at approximately $11.7 million (effective 2023-07-19).
“On July 19, 2023, 22nd Century Group, Inc. (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 and warrants pursuant to a registered direct offering (the “Offering”).”
Andrew Arno was appointed as Director at 22nd Century Group, Inc..
“the Board expanded the Board to seven members and appointed Andrew Arno to be a director on the Board, effective immediately.”
John J. Miller was appointed as interim-CEO at 22nd Century Group, Inc..
“the Board appointed John J. Miller, who has served as President of the Tobacco Business since November 2022, as interim-CEO of the Company effective immediately.”
James A. Mish resigned as Chief Executive Officer at 22nd Century Group, Inc..
“James A. Mish, the Company’s Chief Executive Officer, provided notice that he was resigning for personal reasons from such position effective August 1, 2023.”
22nd Century Group, Inc. entered into Securities Purchase Agreement with certain investors valued at approximately $3.0 million (effective 2023-07-06).
“On July 6, 2023, 22nd Century Group, Inc. (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 and warrants pursuant to a registered direct offering (the “Offering”).”
22nd Century Group, Inc.: Effected a 1-for-15 reverse stock split of common stock to comply with NASDAQ continued listing standard, effective July 5, 2023 (effective 2023-07-05).
“On June 30, 2023, 22nd Century Group, Inc. (the “Company”) filed a Certificate of Change (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-15 reverse stock split of the Company’s (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock (the “Reverse Stock Split”).”
22nd Century Group, Inc.: Increased authorized shares of common stock from 300,000,000 to 500,000,000 (effective 2023-06-16).
“On June 16, 2023, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from three hundred million (300,000,000) to five hundred million (500,000,000), which Amendment was filed and effective with the Secretary of the State of Nevada on June 16, 2023.”
22nd Century Group, Inc. shareholders approved Adjournment of the meeting to solicit additional proxies for Proposals 3 and 4 at the 2023-06-16 meeting.
“(6) To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of the amendment to our Articles of Incorporation (Proposal 3) or the amendment and restatement of our 2021 Omnibus Incentive Plan (Proposal 4), which was approved as follows:”
22nd Century Group, Inc. shareholders approved Ratification of the appointment of Freed Maxick CPAs, P.C. as independent registered public accountants for 2023 at the 2023-06-16 meeting.
“(5) To ratify the appointment of Freed Maxick CPAs, P.C. as our independent registered public accountants for 2023.”
22nd Century Group, Inc. shareholders approved Amendment and restatement of the 2021 Omnibus Incentive Plan to increase shares authorized for issuance by 3,500,000 at the 2023-06-16 meeting.
“(4) To approve an amendment and restatement of the 22nd Century Group, Inc. 2021 Omnibus Incentive Plan which shall increase the number of shares authorized for issuance by three million, five hundred thousand (3,500,000).”
22nd Century Group, Inc. shareholders approved Amendment to Articles of Incorporation to increase authorized shares of common stock from 300,000,000 to 500,000,000 at the 2023-06-16 meeting.
“(3) To approve an amendment to our Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from three hundred million (300,000,000) to five hundred million (500,000,000).”
22nd Century Group, Inc. shareholders approved Advisory resolution approving executive compensation for fiscal year 2022 at the 2023-06-16 meeting.
“(2) To approve an advisory resolution approving executive compensation for fiscal year 2022.”
22nd Century Group, Inc. shareholders approved Election of Class III directors at the 2023-06-16 meeting.
“(1) A proposal to elect as directors the two (2) director nominees named in the proxy statement as Class III directors to serve for a three-year period until the Annual Meeting of stockholders in the year 2026 and, in each instance, until their respective successors have been elected and qualified.”
22nd Century Group, Inc. entered into Warrant Reprice Letter with certain investors (effective 2023-06-19).
“As part of the Offering, the Company entered into a warrant reprice letter (the “Warrant Reprice Letter) and agreed to reduce the exercise price on the previously issued 11,219,516 warrants owned by the investors participating in the Offering from $2.05 to $0.47”
22nd Century Group, Inc. terminated Sales Agreement with Cowen and Company, LLC (effective 2023-06-19).
“On June 19, 2023, the Company provided notice to Cowen and Company, LLC that it was terminating the Sales Agreement dated March 9, 2023 between the Company and Cowen and Company, LLC as a result of the Offering.”
22nd Century Group, Inc. entered into Securities Purchase Agreement with certain investors valued at approximately $5.3 million (effective 2023-06-19).
“On June 19, 2023, 22nd Century Group, Inc. (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 and warrants pursuant to a registered direct offering (the “Offering”).”
22nd Century Group, Inc. reported first quarter ended March 31, 2023 results: revenue $22.0 Million. Guidance initiated.
“First Quarter 2023 Net Revenues $22.0 Million, Up 143% from the First Quarter 2022”
John Franzino departed as Chief Administrative Officer at 22nd Century Group, Inc..
“On April 17, 2023, 22nd Century Group, Inc. (the “Company”) and John Franzino, the Company’s Chief Administrative Officer, agreed that Mr. Franzino would leave the Company as a result of his officer position being eliminated.”
22nd Century Group, Inc. entered into License and Distribution Agreement with Cookies Creative Consulting & Promotions, Inc. (effective 2023-04-04).
“On April 4, 2023, a subsidiary of 22nd Century Group, Inc. (the “Company”) entered into a License and Distribution Agreement (the “Agreement”) with Cookies Creative Consulting & Promotions, Inc. (“Cookies”).”
22nd Century Group, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“March 31, 2023, 22nd Century Group, Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department indicating that for the last 30 consecutive business days the Company's common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The notification of noncompliance has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market. Under Nasdaq Listing Rule 5810(c)(3)(A)”
22nd Century Group, Inc. entered into Sales Agreement with Cowen and Company, LLC valued at up to $50,000,000 (effective 2023-03-09).
“On March 9, 2023 22nd Century Group, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (the “Sales Agent”) under which the Company may issue and sell in a registered offering shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time”
22nd Century Group, Inc. incurred loan of $2,864,767 with Omnia Ventures, LP at 26.5% per annum.
“On March 3, 2023, the Company executed a Subordinated Promissory Note (the “Subordinated Note”) with a principal amount of $2,864,767 in favor of Omnia Ventures, LP (“Omnia”).”
22nd Century Group, Inc. incurred senior notes of $21,052,632 with JGB Collateral, LLC at 7% per annum maturing 2026-03-03.
“Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers (i) 7% Original Issue Discount Senior Secured Debentures (the “Debentures”) with an aggregate principal amount of $21,052,632 and (ii) warrants to purchase up to 5,000,000 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), for an exercise price of $1.275 per share, a 50% premium to the VWAP on the closing date (the “JGB Warrants”), subject to adjustments as set forth in the JGB Warrants, for a total purchase price of $20,000,000.”
22nd Century Group, Inc. entered into Subordinated Promissory Note with Omnia Ventures, LP (“Omnia”) valued at $2,864,767 (effective 2023-03-03).
“On March 3, 2023, the Company executed a Subordinated Promissory Note (the “Subordinated Note”) with a principal amount of $2,864,767 in favor of Omnia Ventures, LP (“Omnia”).”
22nd Century Group, Inc. entered into Securities Purchase Agreement with each of the purchasers party thereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers") and JGB Collateral, LLC valued at $20,000,000 (effective 2023-03-03).
“On March 3, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the purchasers party thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and JGB Collateral, LLC, a Delaware limited liability company, as collateral agent for the Purchasers (the “Agent”).”
Peter Ferola changed role as Chief Legal Officer at 22nd Century Group, Inc..
“On February 27, 2023, the Company promoted Peter Ferola to the position of Chief Legal Officer, effective immediately.”
22nd Century Group, Inc. reported the third quarter ended September 30, 2022 results: revenue $19.4 Million.
“and Illinois, Launching in Four Corners States to Capture Market Share and Volume ● GVB Biopharma Acquisition Growing Revenue on Increased Volumes ● Third Quarter Net Sales $19.4 Million, Up 148% from the Third Quarter 2021 ● Strong Balance Sheet to Support Strategic Initiatives Including Accelerated VLN ® Expansion BUFFALO, N.Y., November 8, 2022 (Globe”
Lucille S. Salhany was appointed as Class III director at 22nd Century Group, Inc..
“On September 7, 2022, the Board of Directors (the “Board”) of 22nd Century Group, Inc. (the “Company”) expanded the number of directors to eight members and appointed Lucille S. Salhany to be a Class III director on the Board, effective immediately.”
Michael Zercher was terminated as President and Chief Operating Officer at 22nd Century Group, Inc..
“Michael Zercher, who was previously serving in the role of President and COO, received notice that the position was eliminated and his contract with the Company will terminate on September 30, 2022 as a result.”
Richard Fitzgerald departed as Chief Financial Officer at 22nd Century Group, Inc..
“Richard Fitzgerald, the Company’s former CFO, was permanently separated from the Company on June 13, 2022, in connection with the hiring of Mr. Kinsman as CFO.”
R. Hugh Kinsman was appointed as Chief Financial Officer at 22nd Century Group, Inc..
“On June 15, 2022, 22nd Century Group, Inc. (the “Company”) announced the appointment of R. Hugh Kinsman as its Chief Financial Officer, effective immediately.”
James A. Mish was appointed as Director at 22nd Century Group, Inc..
“On January 17, 2022, the Board of Directors (the “Board”) of 22nd Century Group, Inc. (the “Company”) expanded the number of directors to seven members and appointed James A. Mish, the Company’s Chief Executive Officer, to be a director on the Board, effective immediately.”
John Franzino changed role as Chief Administrative Officer at 22nd Century Group, Inc..
“Mr. Fitzgerald succeeds John Franzino, the Company’s previous Chief Financial Officer, who has transitioned to Chief Administrative Officer”
Richard Fitzgerald was appointed as Chief Financial Officer at 22nd Century Group, Inc..
“On November 15, 2021, 22nd Century Group, Inc. (the “Company”) appointed Richard Fitzgerald as its Chief Financial Officer, effective immediately.”
Anthony Johnson was appointed as Director at 22nd Century Group, Inc..
“appointed Anthony Johnson, to be a director on the Board, effective immediately.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.