22nd Century Group acquires GVB Biopharma

22nd Century Group acquired GVB Biopharma for Assumption of ~$4.5M of debt + ~$1.9M of GVB transaction costs + issuance of 32,900,000 unregistered shares of 22nd Century common stock (subject to lock-up), a transaction completed in May 2022, structured as Reorganization and Acquisition Agreement; purchase of substantially all assets of GVB's hemp-based cannabinoid business. Consideration = assumed debt + assumed/paid transaction costs + stock, with shares subject to a staged 6/9/12-month lock-up. Key GVB employees retained; GVB granted a board nomination right..

GVB Biopharma operates in Hemp/Cannabis, is based in United States (with international capabilities). 22nd Century Group acquired substantially all of the assets of GVB Biopharma, a hemp-derived cannabinoid contract development and manufacturing organization (CDMO) believed to be one of the largest global suppliers of hemp-derived active ingredients by tonnage, covering extraction, refinement, conversion, product formulation and API supply.

Described as a transformational platform to rapidly grow the hemp/cannabis franchise: immediately accretive to adjusted EBITDA, expected to more than double the Company's revenue, add commercial scale, and internalize a contract manufacturing and extraction platform to monetize proprietary genetics and IP.

Expected to more than double 22nd Century's revenue, be immediately accretive to adjusted EBITDA, and generate positive cash flow; complements existing upstream/downstream value chains (CannaMetrix, KeyGene, Extractas, Needle Rock Farms). Integrated into 22nd Century's hemp/cannabis franchise; key GVB employees retained under employment arrangements.

Advisory firms were not disclosed for this transaction.