Deal Timeline

Plotted by close date where disclosed, otherwise announcement. Select any marker to jump to the deal entry.

The Acquisition Playbook.

Three patterns run through 22nd Century's acquisitions — what it looks for, how it pays, and how it folds in what it buys.

01
Acquisition criteria
Acquisitions as a regulatory gateway.
Two of 22nd Century's three deals were bought primarily for the licenses and registrations they carried: the NASCO Products acquisition (2014) delivered a federal tobacco-manufacturing license and Master Settlement Agreement membership so 22nd Century could legally make and sell its own products, and the RX Pharmatech deal (2023) added a UK distributor holding 1,276 novel-food applications registered with the U.K. Food Standards Agency. The targets' regulatory standing, not their revenue, was the asset.
NASCO ProductsGVB BiopharmaRX Pharmatech Ltd
02
Capital deployment
Stock-heavy, cash-light consideration.
22nd Century repeatedly funded deals with its own equity and assumed obligations rather than cash, conserving capital while building new franchises - 640,000 shares plus $250,000 for NASCO, 32.9 million shares plus assumption of ~$4.5M of debt for GVB, and a ~$2.1M RX Pharmatech package weighted toward stock and contingent earn-out payments over three years. Cash outlays across all three were minimal.
NASCO ProductsGVB BiopharmaRX Pharmatech Ltd
03
Integration approach
Platform-building M&A into hemp and cannabinoids.
The GVB Biopharma acquisition (2022) was framed as transformational - a vertically integrated hemp-derived cannabinoid CDMO, described as one of the largest global CBD suppliers by tonnage, meant to internalize extraction, refinement and manufacturing and rapidly scale a new franchise. RX Pharmatech then extended that franchise's reach into UK finished-product distribution.
NASCO ProductsGVB BiopharmaRX Pharmatech Ltd

The Full Deal Book

3 acquisitions — each with the deal value, financing structure, target revenue, and executive commentary where disclosed.

01 NASCO Products, LLC · North Carolina, United States Not disclosed
Announced Sep 2013 Closed Aug 2014 Membership Interest Purchase Agreement
Federal tobacco manufacturing licensestanding as a participating manufacturer in the tobacco Master Settlement Agreement (an agreement among 46 statesDC5 territories and the tobacco industry administered by the NAAG)

22nd Century Group acquired all of the membership interests of NASCO Products, LLC, a North Carolina-based federally licensed tobacco product manufacturer and a participating member of the U.S. tobacco Master Settlement Agreement (MSA) since 2005, from sole member Ralph Angiuoli. $250,000 cash plus 640,000 unregistered shares of 22nd Century common stock (subject to reduction for unpaid NASCO liabilities).

02 GVB Biopharma · United States (with international capabilities) $4.5M
Announced May 2022 Closed May 2022 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.
Proprietary cryogenic hemp extractionrefiningconversion and product formulation technologyactive pharmaceutical ingredient (API) supplylow-cost scalable manufacturingresearch and geneticsregulatory and compliance expertiseinternational 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. 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).

GVB represents a transformational acquisition for 22nd Century that will enable us to rapidly grow our hemp/cannabis franchise. GVB is one of the largest CBD suppliers globally, possessing innovative, vertically integrated cannabinoid product manufacturing technologies driving industry leading scale and cost efficiency.James A. Mish — Chief Executive Officer of 22nd Century Group
We are excited to combine with 22nd Century group, pairing our production and manufacturing capabilities together with the best hemp/cannabis plant science in the world.Phillip Swindells — Chief Executive Officer of GVB
03 RX Pharmatech Ltd $2.1M
Closed Jan 2023 Acquired RX Pharmatech Ltd pursuant to a share purchase agreement

On January 19, 2023, 22nd Century Group acquired RX Pharmatech Ltd, a privately held United Kingdom distributor of cannabinoids with 1,276 novel food applications registered with the U.K. Food Standards Agency; products include CBD isolate and finished products such as gummies, oils, drops, tinctures, sprays and capsules. $2.1 million total fair value of aggregate consideration ($200 thousand cash, $503 thousand in stock, $286 thousand working-capital true-up, and $1.138 million initial fair value of contingent consideration, with additional equity payments of up to $1.55 million over three years).

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