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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 18, 2025
22nd
Century Group, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-36338 |
|
98-0468420 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
321
Farmington Road, Mocksville, North Carolina
(Address
of Principal Executive Office) |
|
27028
(Zip
Code) |
Registrant’s
telephone number, including area code: (716) 270-1523
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.00001 par value |
|
XXII |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement.
Senior
Secured Credit Facility
On
September 18, 2025, 22nd Century Group, Inc. (the “Company”) repaid in full all outstanding obligations under, and terminated,
that certain Securities Purchase Agreement, dated as of March 3, 2023 (as amended from time to time, the “JGB SPA”), the
related debentures issued thereunder (the “Debentures”), and the related security and collateral documents, by and among
the Company, JGB Partners, LP, JGB Capital, LP and JGB Capital Offshore Ltd. (collectively, the “Holders”), and JGB Collateral,
LLC, as collateral agent (the “Agent”). In connection with the payoff and termination, the Company paid the outstanding principal,
accrued and unpaid interest, and all other amounts then due and payable, totaling $3.9 million in aggregate payments made between
August 29, 2025 and September 18, 2025. All liens and security interests securing the Debentures and related obligations were released.
The termination of the JGB SPA, Debentures and related security documents occurred prior to their stated maturity.
Item
9.01(d): Financial Statements and Exhibits.
| 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:
September 18, 2025 |
Lawrence
Firestone |
| |
Chief
Executive Officer |
