Specialty Acquisition Corporation entered into a equity purchase agreement to acquire Substantially all of GVB hemp/cannabis business from 22nd Century Group, Inc. and ESI Holdings, LLC for $2.3 million.

Specialty Acquisition Corporation entered into a equity purchase agreement to acquire Substantially all of GVB hemp/cannabis business from 22nd Century Group, Inc. (NasdaqCM:XXII) and ESI Holdings, LLC for $2.3 million on November 20, 2023. The Purchase Price consists of (i) a cash payment of $1,000,000 to the Company at closing and (ii) a 12% secured promissory note issued by Buyer in an aggregate principal amount of $1,250,000, subject to increase based on the amount of certain liabilities related to the GVB business (the ? Closing Note ?).

The Closing Note is payable in six equal monthly installments commencing on the fourth calendar month following the closing. The Company plans to use the proceeds from the sale to further deleverage its balance sheet. The Company expects to close the transaction in early December 2023, subject to customary closing conditions including, approval by the Company?s Board of Directors, receipt of a fairness opinion, Buyer obtaining $3 million of financing and receipt of third-party consents, including the consent of our senior lender.

The Company is currently in discussions with the senior lender to obtain such consent. No assurances can be given that the Buyer will obtain the required financing or that the Company?s senior lender will consent to the transaction.