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22nd Century Group Closes $2.5 Million Private Placement

22nd Century Group, Inc. (OTCQB/OTCBB: XXII) announced today that it closed a private placement on Friday, January 11, 2013 with an institutional investor. 22nd Century sold 2500 shares of its Series A convertible preferred stock and a 5-year warrant for an aggregate purchase price of $2.5 million. The shares of Series A preferred stock are convertible into a total of 4,166,667 shares of common stock at a conversion price of $0.60 per share, subject to adjustments. The 5-year warrant grants the investor the right to purchase up to an additional 4,166,667 shares of common stock at an exercise price of approximately $0.70 per share.

22nd Century also granted the institutional investor a one-year overallotment option to purchase up to an aggregate of 2,083,333 additional shares of its common stock at a price of $0.60 per share and a 5-year warrant to purchase up to an additional 2,083,333 shares of common stock with an exercise price of approximately $0.70 per share.

Joseph Pandolfino, 22nd Century’s Chief Executive Officer stated, “The proceeds from this private placement will strengthen 22nd Century’s balance sheet and will facilitate the company reaching many milestones. I expect the New Year will be a very exciting one for our shareholders.”

Chardan Capital Markets, LLC acted as the exclusive placement agent in this transaction.

22nd Century has agreed to file a registration statement with the U.S. Securities and Exchange Commission (SEC), covering the shares of common stock issuable upon the conversion of the preferred stock and exercise of the warrants. The securities in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the subject securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

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