UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
Senior Secured Credit Facility
On September 18, 2025, 22nd Century Group, Inc. (the “Company”) repaid in full all outstanding obligations under, and terminated, that certain Securities Purchase Agreement, dated as of March 3, 2023 (as amended from time to time, the “JGB SPA”), the related debentures issued thereunder (the “Debentures”), and the related security and collateral documents, by and among the Company, JGB Partners, LP, JGB Capital, LP and JGB Capital Offshore Ltd. (collectively, the “Holders”), and JGB Collateral, LLC, as collateral agent (the “Agent”). In connection with the payoff and termination, the Company paid the outstanding principal, accrued and unpaid interest, and all other amounts then due and payable, totaling $3.9 million in aggregate payments made between August 29, 2025 and September 18, 2025. All liens and security interests securing the Debentures and related obligations were released. The termination of the JGB SPA, Debentures and related security documents occurred prior to their stated maturity.
Item 9.01(d): Financial Statements and Exhibits.
| Exhibit 99.1 | Press Release | |
| Exhibit 104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 22nd Century Group, Inc. | |
| /s/ Lawrence Firestone | |
| Date: September 18, 2025 | Lawrence Firestone |
| Chief Executive Officer |