Material Agreement Form 8 K

Regulation A Offering

On September 13, 2024, 22nd Century Group, Inc. (the "Company") entered into a subscription agreements with certain institutional investors and high net worth individuals (the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors 6,100,000 shares (the "Shares") of Common Stock of the Company at a price of $0.57 per share for gross proceeds to the Company of $3.48 million. The Shares to be issued in the offering were offered at-the-market under Nasdaq rules and pursuant to the Company's Form 1-A (the "Offering Statement"), initially filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), on August 2, 2024 and qualified on August 13, 2024. The total amount of the Shares sold under the Regulation A offering is 9,720,000 shares. The Shares were not placed through the efforts of a placement agent and no fees or commissions are to be paid on the transaction to anyone.

The Company has the ability, at its election, to raise additional proceeds of up to approximately $15.8 million on the same terms and conditions pursuant to the Offering Statement from time to time. Any additional sales made pursuant to the Offering Statement will be disclosed through subsequent prospectus supplements. Notwithstanding that the Company desires to consummate one or more additional sales in the future, at this time the Company has no such additional oral or written agreements to consummate any such sales, and, as such, we cannot guarantee that any such sales will occur in the future.

Private Placement of Warrants

On September 13, 2024, the Company and the Investors entered into a warrant purchase agreement (the "Purchase Agreement") relating to the private placement of 12,200,000 warrants to purchase an equal number of shares of common stock (collectively, the "Offering"), at a purchase price of $0.00001 per warrant. The warrants are immediately exercisable at an exercise price of $1.00 per share of common stock, expire five years following the issuance date and are subject to adjustment in certain circumstances, including upon any subsequent equity sales at a price per share lower than the then effective exercise price of such warrants, then such exercise price shall be lowered to such price at which the shares were offered; provided however, that such lower exercise price shall not be effected unless and until the Company has obtained stockholder approval for such adjustment. The net proceeds to the Company expected from the Offering after deducting Company's estimated offering expenses, are expected to be approximately $122.

The warrants and shares issuable upon exercise of the warrants are being issued in a private placement and are exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as a transaction not involving a public offering and/or Rule 506 of Regulation D promulgated thereunder. The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) within 30 days upon the demand of the Investors.

The foregoing summaries of the terms of the Purchase Agreement and warrants are subject to, and qualified in their entirety by, such forms of documents attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference.