8-K - 22nd Century Group, Inc. | StockGist

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22nd Century Group, Inc. entered into a Securities Purchase Agreement on March 20, 2026, for the offer and sale of up to $20 million of Series B Convertible Preferred Stock (stated value $1,000 per share) and warrants in a registered direct offering, with an Initial Close of approximately $16 million expected on March 24, 2026. Proceeds will repurchase $9.65 million of outstanding Series A Convertible Preferred Stock and support working capital.

Key Takeaways

1Securities Purchase Agreement dated March 20, 2026, with Investors for up to $20M Series B Preferred Stock and Warrants; Initial Close ~$16M, Second Close $4M optional within 1 year.

2Series B convertible at fixed $3.57/share or 15% discount to 20-day VWAP, floor at 20% Nasdaq minimum; anti-dilution adjustments.

3Warrants immediately exercisable at $3.57/share, 5-year term, 100% coverage based on Series B face value divided by $3.57.

4Net proceeds from Initial Close ~$5.7M after Placement Agent fees (3-6%) and Series A repurchase.

5Filed Certificate of Designation for 20,000 Series B shares; no voting rights except as required, liquidation preference at stated value or conversion value.

6Restrictions: No Variable Rate Transactions while Series B outstanding; Investors no short sales.

Current Report Details

Event Type

Material Agreement+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. On March 20, 2026, 22nd Century Group, Inc. (the “Company”) and certain investors (the “Investors”) entered into a s

Material Agreement

$20.0M$1.0K$16.0M$4.0M

Source Document

3.03

Material Modification to Rights of Security Holders. The description of the terms of the Series B Preferred Stock under Item 1.01 and Item 5.03 is incorporated

Securities Modification

5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Company will file a Certificate of Designation of Preferences, Rights and Limitati

Charter Amendment

$1.0K$3.57

9.01

(d): Financial Statements and Exhibits. Exhibit 1.1 Form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred

Exhibits Only

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: 22nd Century Group, Inc., certain investors (the “Investors”)

•Offer and sale of up to $20 million Series B Convertible Preferred Stock (stated value $1,000/share) and Warrants in registered direct offering
•Initial Close: Investors purchase ~$16.0 million Series B and Warrants; Second Close: remaining $4.0 million optional by Investors or required by Company under conditions (Common Stock >2.5x floor, volume >$500k for 7/10 days)
•Series B convertible at fixed $3.57 or Alternative Conversion Price (15% discount to lowest 20-day VWAP), floor=20% Nasdaq minimum; anti-dilution for dilutive issuances; Company reset option with board approval
•Warrants exercisable at $3.57/share, 5-year expiration, 100% coverage (face value / $3.57); Black-Scholes protections, price-only anti-dilution
•Lock-up: 30 days post-Initial Close no Common Stock/equivalents issuances except limited exceptions
•Prohibited Variable Rate Transactions while Series B outstanding; ATM limited to $250k/week at >$1.50 floor
•No senior/pari passu securities to Series B; certain Investors (>$2M) 50% participation right for 9 months post-Series B
•Use of proceeds: Repurchase $9.65M Series A Preferred at par, working capital
•Placement Agent: Dawson James Securities, Inc.; fees 3% first $9.65M, 6% thereafter + warrant exercises; Placement Agent Warrants for 187,659 shares at 110% exercise price
•Pursuant to S-3 Registration No. 333-270473 effective March 31, 2023

Exhibits (6)

10.1

EX-10.1

1.1

EX-1.1

4.1

EX-4.1

4.2

EX-4.2

5.1

EX-5.1

8-K