22nd Century Group Announces Above-Market Offering for $11.4 Million
October 14 2016 - 8:45AM
Business Wire
22nd Century Group, Inc. (NYSE MKT: XXII), a plant
biotechnology company that is a leader in tobacco harm reduction,
announced today that the Company entered into an agreement, dated
October 14, 2016, with one existing institutional investor and one
new institutional investor to receive approximately $11.4 million
in gross proceeds in a registered direct offering through the sale
of common stock priced at $1.3425 per share, which is $0.0625 above
the closing price of the Company’s common stock on the NYSE MKT on
October 13, 2016. The transaction includes a total of 8,500,000
shares of the Company’s common stock and 66-month warrants to
purchase 4,250,000 shares of common stock at an exercise price of
$1.45 per share (exercisable after six months).
“In an extremely volatile market, we are pleased to announce
this above-market financing that will greatly strengthen 22nd
Century’s balance sheet and will ensure that the Company has more
than 18 months of operating cash on hand,” explained Henry
Sicignano, III, President and CEO of 22nd Century Group. “22nd
Century looks forward to several important R&D catalysts in the
coming months; this capital infusion will significantly improve our
negotiating position in discussions with potential strategic
partners.”
Chardan Capital Markets, LLC acted as the sole placement agent
for this transaction.
The offering is expected to close on or about October 19, 2016,
subject to customary closing conditions, including approval of a
NYSE MKT listing application. The net proceeds of the financing
will be used for general corporate purposes, including working
capital.
The securities described above are being offered by the Company
through a prospectus supplement pursuant to the Company’s shelf
registration statement on Form S-3 as previously filed and declared
effective by the Securities and Exchange Commission and the base
prospectus contained therein (Registration No. 333-195386). A
prospectus supplement related to the offering will be filed with
the Securities and Exchange Commission. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The securities
are being offered only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement. Copies of the final prospectus supplement and
accompanying base prospectus may be obtained, when available, by
contacting Chardan Capital Markets, LLC, 150 East 58th Street, 28th
Floor, New York, NY 10155, at (646) 465-9028, or the Securities and
Exchange Commission's website at http://www.sec.gov.
About 22nd Century Group, Inc.
22nd Century is a plant biotechnology company focused on
technology which allows it to increase or decrease the level of
nicotine in tobacco plants and the level of cannabinoids in
cannabis plants through genetic engineering and plant breeding. The
Company’s primary mission is to reduce the harm caused by smoking.
22nd Century currently owns or exclusively controls more than 200
issued patents and more than 50 pending patent applications around
the world. Visit www.xxiicentury.com for more information.
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, including but not limited to our future revenue
expectations. 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, 2015, filed on February 18, 2016,
including the section entitled “Risk Factors,” and our other
reports filed with the U.S. Securities and Exchange Commission
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161014005319/en/
Investor Relations:IRTH CommunicationsAndrew Haag,
866-976-4784xxii@irthcommunications.comorRedington, Inc.Tom
Redington, 203-222-7399
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