Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2021, 22nd Century Group, Inc. (the "Company") entered into a
Promissory Note Exchange Agreement with Panacea Life Sciences, Inc. ("PLS") and
a Securities Exchange Agreement with PLS, Exactus, Inc. ("Exactus") (OTCQB:EXDI)
and certain other PLS shareholders. These transactions effect the (i) conversion
of all of the Company's existing Series B Preferred Stock in PLS into 91,016,026
shares of restricted common stock in Exactus and (ii) the restructuring of the
Company's existing debt in PLS by converting the outstanding $7 million
principal balance promissory note and all accrued but unpaid interest thereon
for fee simple ownership of Needle Rock Farms (224 acres in Delta County,
Colorado) valued at $2.2 million, $500,000 in PLS's Series B Preferred Stock
(which was subsequently converted to Exactus common stock under the Securities
Exchange Agreement) and a new $4.3 million promissory note (the "Note") with a
maturity date of June 30, 2026, secured by a mortgage on PLS's headquarters
located at 16194 W 45th Drive, Golden, Colorado.
All other rights and obligations of the Company in PLS, and with its affiliate
Quintel-MC, Incorporated, were terminated by this transaction, including all
warrant rights and obligations for future investment.
The foregoing description of Promissory Note Exchange Agreement, the Securities
Exchange Agreement and the Note are summary in nature and are qualified in its
entirety by reference to the full and complete terms of such agreements, copies
of which will be filed as exhibits to the Company's next Quarterly Report on
Form 10-Q.
Item 7.01. Regulation FD Disclosure.
On July 1, 2021, the Company issued a press release announcing the matter
described above. The Company is furnishing a copy of such press release as
Exhibit 99.1 hereto, which is incorporated by reference herein.
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22ND CENTURY GROUP, INC. 
