Item 1.01 Entry into a Material Definitive Agreement.
On
In addition, on
The Securities Purchase Agreement provides that, subject to certain exceptions, for a period of six months following the closing of the Offering, the Company will be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction, which generally includes any transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of common stock either (A) at a conversion price or exchange rate that is based upon and/or varies with the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the common stock or (ii) enters into any agreement, whereby the Company may issue securities at a future determined price.
The net proceeds to the Company from the Offering, after deducting Placement
Agent fees and the Company's estimated offering expenses, are expected to be
approximately
The common stock is being offered and sold pursuant to the Company's
Registration Statement on Form S-3 (Registration No. 333-239981) previously
filed with the
The foregoing summaries of the terms of the Placement Agent Agreement and the
Securities Purchase Agreement are subject to, and qualified in their entirety
by, such documents attached hereto as Exhibits 1.1 and 10.1, respectively, and
incorporated herein by reference. Each of the Placement Agent Agreement and the
Securities Purchase Agreement contains representations and warranties that the
respective parties made to, and solely for the benefit of, the other parties
thereto in the context of all of the terms and conditions of those agreements
and in the context of the specific relationship between the parties. The
provisions of the Placement Agent Agreement and the Securities Purchase
Agreement, including the representations and warranties contained therein, are
not for the benefit of any party other than the parties to such agreements or as
stated therein and are not intended as documents for investors and the public to
obtain factual information about the current state of affairs of the parties to
those documents and agreements. Rather, investors and the public should look to
other disclosures contained in the Company's filings with the
Item 7.01. Regulation FD Disclosure.
On
The information in this item (including the exhibit) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.
Item 9.01(d). Financial Statements and Exhibits.
(d) Exhibits. 1.1 Placement Agent Agreement, datedJune 7, 2021 , between22nd Century Group, Inc. andCowen and Company, LLC . 5.1 Opinion ofFoley & Lardner, LLP . 10.1 Form of Securities Purchase Agreement, datedJune 7, 2021 , by and between22nd Century Group, Inc. and each of the Purchasers (as defined therein). 23.1 Consent ofFoley & Lardner, LLP (included in Exhibit 5.1). 99.1 Press Release, datedJune 7, 2021 . 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.
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