22nd Century Group Closes $2.5 Million Private Placement
CLARENCE, N.Y. -- January 14, 2013
22nd Century Group, Inc. (OTCQB/OTCBB: XXII) announced today that it closed a
private placement on Friday, January 11, 2013 with an institutional investor.
22nd Century sold 2500 shares of its Series A convertible preferred stock and
a 5-year warrant for an aggregate purchase price of $2.5 million. The shares
of Series A preferred stock are convertible into a total of 4,166,667 shares
of common stock at a conversion price of $0.60 per share, subject to
adjustments. The 5-year warrant grants the investor the right to purchase up
to an additional 4,166,667 shares of common stock at an exercise price of
approximately $0.70 per share.
22nd Century also granted the institutional investor a one-year overallotment
option to purchase up to an aggregate of 2,083,333 additional shares of its
common stock at a price of $0.60 per share and a 5-year warrant to purchase up
to an additional 2,083,333 shares of common stock with an exercise price of
approximately $0.70 per share.
Joseph Pandolfino, 22nd Century’s Chief Executive Officer stated, “The
proceeds from this private placement will strengthen 22nd Century’s balance
sheet and will facilitate the company reaching many milestones. I expect the
New Year will be a very exciting one for our shareholders.”
Chardan Capital Markets, LLC acted as the exclusive placement agent in this
22nd Century has agreed to file a registration statement with the U.S.
Securities and Exchange Commission (SEC), covering the shares of common stock
issuable upon the conversion of the preferred stock and exercise of the
warrants. The securities in the private placement have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or
applicable state securities laws. Accordingly, the subject securities may not
be offered or sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state securities laws.
This release does not constitute an offer to sell or the solicitation of an
offer to buy the securities, nor shall there be any sale of the securities in
any state in which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of such state.
Further details of the private placement will be described in a Current Report
on Form 8-K to be filed with the SEC by the company and the transaction
documents will be attached to the Form 8-K.
About 22nd Century Group, Inc.
22nd Century is a plant biotechnology company whose proprietary technology
allows for the levels of nicotine and other nicotinic alkaloids (e.g.,
nornicotine, anatabine and anabasine) in the tobacco plant to be decreased or
increased through genetic engineering and plant breeding. 22nd Century owns or
is the exclusive licensee of 107 issued patents in 78 countries plus an
additional 38 pending patent applications. Hercules Pharmaceuticals, LLC and
Goodrich Tobacco Company, LLC are subsidiaries of 22nd Century focused on the
company’s prescription smoking cessation aid in development, X-22, and
potential modified risk cigarettes, respectively.
For additional information, please visit: www.xxiicentury.com
Cautionary Note Regarding Forward-Looking Statements: This press release
contains forward-looking information, including all statements that are not
statements of historical fact regarding the intent, belief or current
expectations of 22nd Century Group, Inc., its directors or its officers with
respect to the contents of this press release. The words “may,” “would,”
“will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar
expressions and variations thereof are intended to identify forward-looking
statements. We cannot guarantee future results, levels of activity or
performance. You should not place undue reliance on these forward-looking
statements, which speak only as of the date that they were made. These
cautionary statements should be considered with any written or oral
forward-looking statements that we may issue in the future. Except as required
by applicable law, including the securities laws of the United States, we do
not intend to update any of the forward-looking statements to conform these
statements to reflect actual results, later events or circumstances or to
reflect the occurrence of unanticipated events. You should carefully review
and consider the various disclosures made by us in our annual report on Form
10-K for the fiscal year ended December 31, 2011, filed on April 16, 2012,
including the section entitled “Risk Factors,” and our other reports filed
with the SEC which attempt to advise interested parties of the risks and
factors that may affect our business, financial condition, results of
operation and cash flows. If one or more of these risks or uncertainties
materialize, or if the underlying assumptions prove incorrect, our actual
results may vary materially from those expected or projected.
Tom Redington, 203-222-7399
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