22nd Century Group (XXII) Prices 779K Share Offering at $3.80/sh

22nd Century Group, Inc. (Nasdaq: XXII), a leading biotechnology company dedicated to improving health with reduced nicotine tobacco, hemp/cannabis and hops advanced plant technologies, today announced that it has entered into definitive agreements with certain investors for the purchase and sale of 778,634 shares of common stock and warrants at a price of $3.80 per share in a registered direct offering priced above market. Gross proceeds to the Company from the registered direct offering are expected to be $3.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for the continued commercial expansion of its VLN® reduced nicotine content tobacco cigarettes in additional markets, working capital related to its commercial activities and general corporate purposes.

“We are encouraged by the confidence investors have demonstrated in our path forward through the participation in our latest offering of securities which corresponds with the inflection point we are experiencing in critical aspects of the business,” said James A. Mish, Chief Executive Officer. “In turn, we are pleased to have strengthened our capital position, deliver continued operational momentum, and taken successful steps toward regaining compliance with Nasdaq listing standards.”

The Special Equities Group, a division of Dawson James Securities Inc., acted as the sole placement agent for this transaction.

As part of the transaction, the Company agreed to issue to the investors warrants to purchase up to 1,557,268 shares of common stock. The warrants have an exercise price of $3.80 per share and are exercisable six months from the date of issuance. The closing of the offering is expected to occur on or about July 10, 2023, subject to the satisfaction of customary closing conditions.

The securities are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 previously filed with the Securities and Exchange Commission, or the SEC, and declared effective by the SEC. The offering will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC. Copies of the final prospectus supplement and accompanying base prospectus may be obtained, when available, for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, you may contact [email protected] for a copy of these documents or contact our principal executive offices at 500 Seneca Street, Suite 507, Buffalo, New York 14204, c/o Corporate Secretary, (716) 270-1523.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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