Business Context and Reporting Period
This Form 8-K was filed by 22nd Century Group, Inc. on June 7, 2013, reporting events occurring on that date and a press release issued on June 10, 2013. The filing primarily addresses the conversion of outstanding Series A-1 Preferred Stock into common stock.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to a specific equity transaction:
- Preferred Stock Converted: 1,940.92 shares of Series A-1 Preferred Stock.
- Common Stock Issued: 3,234,866 shares.
- Conversion Price: $0.60 per share.
- Remaining Preferred Stock: Zero shares of Series A-1 Preferred Stock remain outstanding following the conversion.
Material Changes
The material change reported is the complete elimination of the Series A-1 Preferred Stock class from the company's capital structure. This conversion was executed by Sabby Volatility Warrant Master Fund Ltd. and Sabby Healthcare Volatility Master Fund, Ltd.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the disclosure of the equity conversion. The event was disclosed under Regulation FD via a press release dated June 10, 2013.
Investor Verification Checklist
- Verify the updated share count of common stock following the issuance of 3,234,866 new shares.
- Confirm the removal of Series A-1 Preferred Stock from the company's capitalization table.
- Review the press release (Exhibit 99.1) for any additional context regarding the conversion terms or investor relations.