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
Securities 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.
Series B convertible at fixed $3.57/share or 15% discount to 20-day VWAP, floor at 20% Nasdaq minimum; anti-dilution adjustments.
Warrants immediately exercisable at $3.57/share, 5-year term, 100% coverage based on Series B face value divided by $3.57.
Net proceeds from Initial Close ~$5.7M after Placement Agent fees (3-6%) and Series A repurchase.
Filed Certificate of Designation for 20,000 Series B shares; no voting rights except as required, liquidation preference at stated value or conversion value.
Restrictions: No Variable Rate Transactions while Series B outstanding; Investors no short sales.