22nd Century Group, Inc.Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On June 19, 2017, 22nd Century Group, Inc. (the Company) entered
into Warrant Exercise Agreements (the Exercise Agreements) with
all of the holders (the Exercising Holders) of its outstanding
warrants to purchase up to 7,043,211 shares of common stock of
the Company at $1.00 per share and warrants to purchase up to
4,250,000 shares of common stock for $1.45 per share
(collectively, the Original Warrants) whereby the Exercising
Holders and the Company agreed that the Existing Holders would,
subject to beneficial ownership limitations on exercise contained
in the Original Warrants, exercise all of the Original Warrants.
The Company expects to receive aggregate gross proceeds before
expenses of approximately $13.2 million from the exercise of all
of the Original Warrants by the Exercising Holders by August 21,
2017, of which approximately $6.6 million will be received within
three days from June 19, 2017 as a result of the immediate
exercise of approximately 5.6 million of the Original Warrants.

In consideration for the Existing Holders exercising their
Original Warrants for cash, the Company will issue to each
Exercising Holder a new warrant (each, a New Warrant) to purchase
shares of common stock equal to the number of shares of common
stock received by such Exercising Holder upon the cash exercise
of such Exercising Holder’s Original Warrants. The terms of the
New Warrants will be substantially similar to the terms of the
Original Warrants, except that the New Warrants will (i) have an
exercise price equal to $2.15 per share and (ii) be exercisable
six months from first issuance of the New Warrants for a period
of five years.

The Exercise Agreements also provide that, subject to certain
exceptions, for a period ending on the earlier of (i) 100 days
after June 19, 2017 and (ii) the trading day following the day
that the daily volume weighted average price of the Companys
common stock over five consecutive trading days exceeds $2.35 per
share, neither the Company nor any of its subsidiaries will
issue, enter into any agreement to issue, or announce the
issuance or proposed issuance of, any shares of common stock or
common stock equivalents.

The issuance of the New Warrants will not be registered under the
Securities Act of 1933, as amended (the Securities Act), or any
state securities laws. The New Warrants will be issued in
reliance on the exemption from registration provided by Section
4(a)(2) under the Securities Act and/or Regulation D promulgated
thereunder. Each Exercising Holder has represented that it is an
accredited investor, as defined in Rule 501 of Regulation D
promulgated under the Securities Act.

In connection with the Exercise Agreements, the Company engaged
Chardan Capital Markets, LLC to act as the Company’s financial
advisor. The Company has agreed to pay Chardan Capital Markets,
LLC a cash fee equal to six percent of the aggregate gross
proceeds raised in connection with the Exercise Agreements.

The description of terms and conditions of the New Warrants and
the Exercise Agreements set forth herein do not purport to be
complete and are qualified in their entirety by reference to the
full text of the form of New Warrant and the form of Exercise
Agreement, which are attached hereto as Exhibits 4.1 and 10.1,
respectively.

Item 3.02 Unregistered Sales of Equity
Securities.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security
Holders.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.03.

Item 9.01(d). Financial Statements and Exhibits.

(d) Exhibits.

22nd Century Group, Inc. Exhibit
EX-4.1 2 v469182_ex4-1.htm EXHIBIT 4.1   Exhibit 4.1   Exhibit A   THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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