SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported): November 9, 2012
Century Group, Inc.
Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of
||(Commission File Number)
9530 Main Street
Clarence, New York
(Address of Principal Executive Office)
Registrant’s telephone number, including area
code: (716) 270-1523
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 9, 2012, 22nd Century Group
Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with certain accredited
investors (collectively, the “Investors”), whereby the Investors acquired approximately 3,238,000 shares of the Company’s
common stock, $0.00001 par value (the “Common Stock”), and warrants with a 5-year term to purchase up to 1,619,000
shares of the Company’s Common Stock at an exercise price of $1.00 per share (the “Warrants”) for an aggregate
purchase price of approximately $809,500 (the “Offering”). The Company intends to use the proceeds from the Offering
for licensing expenses, tobacco leaf purchases, working capital and other general corporate purposes.
The Common Stock and Warrants were offered
and sold to only “accredited investors” (as defined in section 501(a) of Regulation D of the Securities Act of 1933)
pursuant to an exemption from the registration requirements under Sections 4 (2), Section 4(6) and Regulation S of the Securities
Act and Rule 506 of Regulation D promulgated thereunder. The shares of Common Stock sold in the Offering as well as the shares
of Common Stock to be issued upon exercise of the Warrants have not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration
requirements. The Company may be required to pay certain commissions in connection with the Offering.
The foregoing descriptions of the Agreement
and Warrants do not purport to be complete and are qualified in their entirety by reference to such documents, which are attached
hereto as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by this reference.
Item 3.02. Unregistered Sales of Securities.
The information provided in Item 1.01 is
hereby incorporated by reference to this Item 3.02.
Item 9.01 Financial Statements and Exhibits
|10.1||Form of Securities Purchase Agreement, dated as of November 9, 2012, by and between 22nd Century Group, Inc. and the Investors.|
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/ Joseph Pandolfino
|Date: November 13, 2012
||Chief Executive Officer