{"url_path":"/sec/xxii/8-k/2026-06-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1347858/0001493152-26-027870-index.html","accession_number":"0001493152-26-027870","cik":"0001347858","ticker":"XXII","issuer_name":"22nd Century Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1347858/0001493152-26-027870-index.html","primary_entity_key":"0001347858","primary_entity_name":"22nd Century Group, Inc."},"word_count":891,"has_tables":true,"body_markdown":"**Item 1.01** **Entry into a Material Definitive Agreement.**\n\n \n\n*Warrant\nInducement*\n\n \n\nOn\nJune 8, 2026, the Company commenced a warrant inducement offering (the “Warrant Inducement”) with the holders\nof certain outstanding warrants to purchase up to an aggregate of 5,345,591 shares of common stock (collectively, the “Existing\nWarrants”), which Existing Warrants are exercisable at an exercise price of $3.57. The Company offered the holders of the Existing\nWarrants an inducement period whereby the Company agreed to issue new warrants (the “Inducement Warrants”) to purchase\nup to a number of shares of common stock equal to 100% of the number of shares of common stock issued pursuant to the exercise by the\nholders of the Existing Warrants, for cash, at a reduced exercise price equal to $0.4626. Each holder agreed to exercise all of their\nExisting Warrants immediately.\n\n \n\nThe\nInducement Warrants will be issued on substantially the same terms as the Existing Warrants, except that the Inducement Warrants will\nbe exercisable at any time on or after the Company’s stockholders approve the issuance of the Inducement Warrants and the shares\nof common stock upon the exercise thereof (the “Stockholder Approval Date”), have an expiration date of five years\nfrom the Stockholder Approval Date and have an exercise price equal to $3.57. The exercise price of the Inducement Warrants will\nbe subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications,\nreorganizations or similar events affecting the Company’s common stock. In addition, the Inducement Warrants will contain anti-dilution\nprotection provisions relating to a subsequent reverse stock splits and subsequent equity sales of shares of the Company’s common\nstock or common stock equivalents at an effective price per share lower than the then effective exercise price of such Inducement Warrants\nand will also adjust in the event of a reverse stock split. The Company also agreed to hold a meeting of stockholders to approve the\nissuance of the shares of common stock underlying the Inducement Warrants pursuant to applicable Nasdaq rules.\n\n \n\nThe\nInducement Warrants will be issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act\nof 1933, as amended (the “Securities Act”). The Company has agreed to, as soon as reasonably practicable, but in any\nevent no later than June 30, 2026, file a registration statement covering the resale of the shares of the Company’s common stock\nissued or issuable upon the exercise of the Inducement Warrants. The Company shall use commercially reasonable efforts to cause such\nregistration statement to become effective within 45 days (the date such registration statement is declared effective, the “Effectiveness\nDate”). The shares of common stock issuable under the Existing Warrants were previously registered\non Form S-3.\n\n \n\nSubject\nto limited exceptions, a holder of Inducement Warrants will not have the right to exercise any portion of its Inducement Warrants if\nthe holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such\nholder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, upon election by a holder\nprior to the issuance of any Inducement Warrants, 9.99%) of the shares of common stock then outstanding. At the holder’s option,\nupon notice to the Company, the holder may increase or decrease this beneficial ownership limitation not to exceed 9.99% of the shares\nof common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company.\n\n \n\nThe\nCompany agreed that, subject to certain exceptions, until 30 days after the later of the date that all of the shares issuable upon exercise\nof the Inducement Warrants (the “Warrant Effectiveness Date”), and the date of Stockholder Approval Date, neither\nthe Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of\nany shares of common stock or common stock equivalents.\n\n \n\nEach\nholder participating in the Warrant Inducement shall have the option to elect, in the holder’s sole discretion, to direct that\nall or a portion of the aggregate proceeds received by the Company from such holder’s exercise of the Existing Warrants hereunder\nbe applied by the Company to redeem shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred\nStock”) held by such holder, at a redemption price equal to the par value of such shares of Series B Preferred Stock (the “Series\nB Redemption”).\n\n \n\n \n\n \n\n \n\nThe\nCompany received aggregate gross cash proceeds of approximately $462,800 and redemption of $2,010,000, or 2,010 shares\nof Series B Preferred Stock from the exercise of the Existing Warrants. The Company has 8,050 shares of Series B Preferred Stock\nremaining.\n\n \n\nDawson\nJames Securities, Inc. (the “Placement Agent”) acted as the Company’s exclusive placement agent in connection\nwith the Warrant Inducement and the Company has agreed to pay the Placement Agent a cash fee equal to six percent (6.0%) of the aggregate\ngross proceeds raised in the Warrant Inducement, an additional six percent (6.0%) cash fee of any cash exercise of the Inducement Warrants.\n\n \n\nThe\nforegoing summaries of the Inducement Warrants and the inducement letters do not purport to be complete and are subject to, and qualified\nin their entirety by, such documents attached as Exhibits 4.1 and 10.1, respectively, to this Current Report, which are incorporated\nherein by reference."}