SEC Form DEF 14A filed by 22nd Century Group Inc.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Exchange Act of 1934
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MEETING INFORMATION:
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DATE: December 6, 2024
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TIME: 10:00 A.M., Eastern Time
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PLACE:
The meeting will be held at 2 South Biscayne Boulevard, Suite 1900, Miami, FL 33131.
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HOW TO VOTE:
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Your vote is important. You are eligible to vote if you were a stockholder of record at the close of business on October 7, 2024.
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BY INTERNET
www.proxyvote.com |
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BY PHONE
Call 1.800.690.6903 |
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BY MAIL
Complete, sign and return by free post
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IN PERSON
Attend the Special Meeting |
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Chairman and Chief Executive Officer
Dated: October 25, 2024
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2024 PROXY STATEMENT | i
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2024 PROXY STATEMENT | ii
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2024 PROXY STATEMENT | 1
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2024 PROXY STATEMENT | 2
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2024 PROXY STATEMENT | 3
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2024 PROXY STATEMENT | 4
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APPROVAL OF THE AMENDMENT TO EFFECT THE REVERSE STOCK SPLIT
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2024 PROXY STATEMENT | 5
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2024 PROXY STATEMENT | 6
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2024 PROXY STATEMENT | 7
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Proposed Ratio
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Number of Shares of
Common Stock Authorized |
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Approximate Number
of Shares of Common Stock Outstanding(2) |
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Approximate Number
of Unreserved Shares of Common Stock Available for Future Issuance(3) |
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| | 1-for-2(1) | | | | | | 250,000,000 | | | | | | | 22,851,312 | | | | | | | 191,057,170 | | | |
| | 1-for-250(1) | | | | | | 250,000,000 | | | | | | | 182,810 | | | | | | | 249,528,457 | | | |
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2024 PROXY STATEMENT | 8
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2024 PROXY STATEMENT | 9
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2024 PROXY STATEMENT | 10
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2024 PROXY STATEMENT | 11
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2024 PROXY STATEMENT | 12
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APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE INDUCEMENT WARRANTS IN ACCORDANCE WITH NASDAQ LISTING RULE 5635
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2024 PROXY STATEMENT | 13
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2024 PROXY STATEMENT | 14
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2024 PROXY STATEMENT | 15
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APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE AUGUST WARRANTS IN ACCORDANCE WITH NASDAQ LISTING RULE 5635
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2024 PROXY STATEMENT | 16
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2024 PROXY STATEMENT | 17
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2024 PROXY STATEMENT | 18
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APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE SEPTEMBER 13 WARRANTS IN ACCORDANCE WITH NASDAQ LISTING RULE 5635
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2024 PROXY STATEMENT | 19
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2024 PROXY STATEMENT | 20
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2024 PROXY STATEMENT | 21
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APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE SEPTEMBER 27 WARRANTS IN ACCORDANCE WITH NASDAQ LISTING RULE 5635
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2024 PROXY STATEMENT | 22
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2024 PROXY STATEMENT | 23
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2024 PROXY STATEMENT | 24
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APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE OCTOBER 11 WARRANTS IN ACCORDANCE WITH NASDAQ LISTING RULE 5635
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2024 PROXY STATEMENT | 25
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2024 PROXY STATEMENT | 26
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2024 PROXY STATEMENT | 27
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APPROVAL OF AN AMENDMENT TO THE OUTSTANDING CONVERTIBLE DEBENTURES PURSUANT TO RULES 5635(B) AND 5635(D) OF THE NASDAQ STOCK MARKET
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Common Stock Ownership after full conversion of Debentures assuming a conversion price of $0.1146
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Number of Common Stock Shares
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% Ownership of Common Stock
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| | Number of Shares issued to JGB | | | | | | 72,612,804 | | | | | | | 61% | | | |
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Number of Shares held by all other Stockholders(1)
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| | | | | 45,702,624 | | | | | | | 39% | | | |
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Common Stock Ownership after full conversion of Debentures assuming a conversion price of $0.05
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Number of Common Stock Shares
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% Ownership of Common Stock
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| | Number of Shares issued to JGB | | | | | | 166,428,547 | | | | | | | 78% | | | |
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Number of Shares held by all other Stockholders(1)
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| | | | | 45,702,624 | | | | | | | 22% | | | |
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2024 PROXY STATEMENT | 28
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2024 PROXY STATEMENT | 29
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THE ADJOURNMENT OF THE MEETING, IF NECESSARY OR ADVISABLE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSALS 1, 2, 3, 4, 5, 6 OR 7.
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2024 PROXY STATEMENT | 30
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Name of Beneficial Owner
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Number of
Shares Beneficially Owned |
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Percentage
Beneficially Owned(1) |
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Management and Directors: | | | | | | | | | | | | | |
Lawrence D. Firestone | | | | | 54,250 | | | | | | * | | |
Daniel Otto(2) | | | | | 129 | | | | | | * | | |
Jonathan Staffeldt(3) | | | | | 813 | | | | | | * | | |
Anthony Johnson | | | | | 918 | | | | | | * | | |
Lucille Salhany | | | | | 650 | | | | | | * | | |
Andrew Arno | | | | | 6,250 | | | | | | * | | |
All directors and executive officers as a group (6 persons)(2) – (3)
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| | | | 63,010 | | | | | | 0.1% | | |
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2024 PROXY STATEMENT | 31
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2024 PROXY STATEMENT | 32
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(Reverse Split)
CAPITAL STOCK