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XXII > SEC Filings for XXII > Form 8-K on 16-Dec-2013All Recent SEC Filings

Show all filings for 22ND CENTURY GROUP, INC. | Request a Trial to NEW EDGAR Online Pro



Unregistered Sale of Equity Securities, Regulation FD Disclosure

Item 3.02 Unregistered Sales of Equity Securities.

On December 12, 2013, 22nd Century Group, Inc. (the "Company"), according to the terms of its warrant exchange, issued an aggregate of approximately 5.5 million shares of its common stock, par value $0.00001 per share, pursuant to the exercise of certain outstanding warrants to purchase common stock, of which (i) approximately 5.34 million shares were issued pursuant to cash exercises of such warrants, resulting in aggregate gross proceeds to the Company of approximately $3.6 million, and (ii) approximately 0.16 million shares were issued pursuant to cashless exercises of such warrants.

As a result of the Company's warrant exchange, the Company's "derivative warrant liability" has been reduced by approximately 93 percent, from $18.6 million to approximately $1.2 million.

Following the exercise of these warrants, the Company's warrant shares that remain outstanding are as follows:

January 25, 2011 - 3,186,034 at exercise price of $2.4005 per share

January 25, 2011 - 3,062,665 at exercise price of $1.9600 per share

January 25, 2011 - 479,048 at exercise price of $1.2672 per share

February 8, 2012 - 169,118 at exercise price of $1.2240 per share

May 15, 2012 - 974,201 at exercise price of $0.6000 per share

November 9, 2012 - 1,518,600 at exercise price of $0.6000 per share

January 11, 2013 - 225,798 at exercise price of $0.6000 per share

February 11, 2013 - 802,215 warrants at exercise price of $1.3816 per share and

August 8, 2013 - 177,322 warrants at exercise price of $0.9963 per share.

The Company's management owns approximately 4.1 million of the approximate 10.6 million outstanding warrant shares.

Item 7.01. Regulation FD Disclosure.

On December 16, 2013, the Company issued a press release announcing the issuance of the shares of common stock upon exercise of these certain outstanding warrants. A copy of the press release is furnished as Exhibit 99.1 herewith.

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