22nd Century Group (XXII) retires $3.9M senior secured facility early

Rhea-AI Filing Summary

22nd Century Group, Inc. repaid in full and terminated its senior secured credit facility with JGB-affiliated holders. The company made aggregate payments of $3.9 million between August 29, 2025 and September 18, 2025, covering principal, accrued interest, and all other amounts due.

As a result, all liens and security interests securing the debentures and related obligations were released, and the agreement was ended before its stated maturity, removing this secured debt arrangement from the company’s capital structure.

Insights

Credit and capital structure analyst

22nd Century fully repays a $3.9M secured facility early, removing associated liens.

22nd Century Group has repaid all obligations under its senior secured credit facility governed by the JGB Securities Purchase Agreement. The filing states that aggregate payments of $3.9 million were made between August 29, 2025 and September 18, 2025, covering principal, interest, and other amounts due.

Termination of the agreement occurred before its stated maturity, and all liens and security interests securing the debentures and related obligations were released. This means the company no longer has this secured debt or related collateral restrictions tied to the JGB debentures.

The overall impact on the company’s financial flexibility will depend on its remaining debt profile and liquidity, which are not detailed in this excerpt. Future periodic reports may provide a clearer picture of leverage, interest expense, and available borrowing capacity after this payoff.

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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

FAQ

What debt did 22nd Century Group (XXII) repay in this 8-K filing?

22nd Century Group fully repaid its obligations under the JGB Securities Purchase Agreement and related debentures. This senior secured credit facility included security and collateral documents with JGB-affiliated holders and a collateral agent, all of which were terminated with the payoff.

How much did 22nd Century Group (XXII) pay to terminate the JGB facility?

The company made aggregate payments of $3.9 million between August 29, 2025 and September 18, 2025. These payments covered outstanding principal, accrued and unpaid interest, and all other amounts then due and payable under the debentures and related agreements.

Did 22nd Century Group (XXII) repay the JGB debentures early?

Yes, the repayment and termination of the JGB Securities Purchase Agreement and related debentures occurred before their stated maturity. This early payoff ended the senior secured credit facility and released all related liens and security interests on the company’s assets.

What happened to the liens securing 22nd Century Group’s JGB debentures?

All liens and security interests securing the debentures and related obligations were released after the $3.9 million aggregate payoff. This means collateral previously pledged under the senior secured credit facility is no longer encumbered by those JGB-related security arrangements.

Who were the counterparties to 22nd Century Group’s terminated credit facility?

The senior secured credit facility involved JGB Partners, LP, JGB Capital, LP, and JGB Capital Offshore Ltd. as holders, with JGB Collateral, LLC acting as collateral agent. These parties were connected to the debentures repaid and terminated by 22nd Century Group.

What exhibits did 22nd Century Group (XXII) include with this 8-K?

The filing lists a press release as Exhibit 99.1 and a Cover Page Interactive Data File as Exhibit 104. The interactive data file contains embedded XBRL tags for the cover page information of the current report.