UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Omnia Settlement and General Release
On April 29, 2024, 22nd Century Group, Inc. (the “Company”) entered into a General Release and Settlement Agreement (the “Agreement”) with Omnia Capital LP (“Omnia”). The Agreement settles and extinguishes all outstanding debt and interest owed to Omnia under the outstanding Subordinated Promissory Note dated March 3, 2023 (the “Old Note”) and the put provision contained the outstanding common stock purchase warrant dated March 3, 2023 (the “Old Warrant”), amounting to a total of approximately $5.2 million, for (i) a cash payment of $248,500; (ii) 1,150,000 shares of common stock and 1,150,000 immediately exercisable pre-funded warrants to purchase shares of common stock at an exercise price of $0.0001 that are exerciable until May 1, 2029 (at an effective per share price of $2.14) and (iii) 460,000 immediately exercisable warrants to purchase an equal number of shares of common stock at an exercise price of $2.14 until May 1, 2029 (the “New Warrant”). The New Warrant contains a put provision that permits the holder to require the Company to redeem the New Warrants, no earlier than May 1, 2025, for a purchase price equal to $2.675 per New Warrant. Subject to limited exceptions, a holder of pre-funded warrants and New Warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 19.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise. As part of the Agreement, the parties agreed to terminate and cancel the Old Note and the Old Warrant and released all debts, claims or other obligations against each other occurring prior to the date of the Agreement.
The shares of common stock, the pre-funded warrants, the New Warrants and shares issuable upon conversion are being issued in a private placement and were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as a transaction not involving a public offering and/or Rule 506 of Regulation D promulgated thereunder. The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by Omnia of the shares issued and issuable upon exercise of the warrants within five business days of the Agreement.
The foregoing summaries of the terms of the Agreement, pre-funded warrants and New Warrrants are subject to, and qualified in their entirety by, such documents attached hereto as Exhibits 10.1 and 4.1 and 4.2, respectively, and incorporated herein by reference. The provisions of the Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement or as stated therein and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to the documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
Other Agreements
On April 29, 2024, the Company settled an aggregate of $1,500,050.12 of ourstanding indebtedness under various commercial agreements for an aggregate of 700,958 shares of common stock at an effective price per share of $2.14. The shares of common stock were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as a transaction not involving a public offering and/or Rule 506 of Regulation D promulgated thereunder.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information required by this item is set forth in Item 1.01 of this Current Report and is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information required by this item is set forth in Item 1.01 of this Current Report and is incorporated herein by reference.
| Item 7.01: | Regulation FD Disclosure. |
On April 30, 2024, the Company issued a press release regarding the information above in Item 1.01. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01(d): | Financial Statements and Exhibits. |
| Exhibit 4.1 | Form of Common Warrant. |
| Exhibit 4.2 | Form of Pre-Funded Warrant. |
| Exhibit 10.1 | General Release and Settlement Agreement |
| Exhibit 99.1 | Press Release |
| Exhibit 104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 22nd Century Group, Inc. | |
| /s/ Lawrence Firestone | |
| Date: April 30, 2024 | Lawrence Firestone |
| Chief Executive Officer |