Item 1.01 Entry into a Material Definitive Agreement.

Since February 28, 2011, Star Scientific, Inc. (the “Company”), has raised gross proceeds of $11,000,000 through the issue and sale of its securities in private placement transactions with Jonnie R. Williams, the Company’s Chief Executive Officer, and several of the Company’s long-term investors.

On February 28, 2011, the Company entered into a Securities Purchase and Registration Rights Agreement (the “February 28 Agreement”) with an accredited investor who held previously issued warrants (the “Warrant Holder”) for 2,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an exercise price of $1.00 per share (the “Prior Warrant”).

Pursuant to the February 28 Agreement, in order to induce the Warrant Holder to immediately exercise the Prior Warrant, the Company agreed to grant the Warrant Holder a new warrant with an exercise price of $2.00 per share for the same amount of shares of Common Stock as the Prior Warrant (the “New Warrant”) in exchange for the Warrant Holder’s immediate and full exercise of the Prior Warrant whereby the Warrant Holder purchased 2,000,000 shares of Common Stock for gross proceeds to the Company of $2,000,000 (collectively, the “February 28 Offering”). The New Warrant is exercisable immediately into an aggregate of 2,000,000 shares of Common Stock and expires on February 28, 2016. Additionally, the February 28 Agreement grants the Warrant Holder certain customary resale registration rights with respect to the shares Common Stock underlying the New Warrant.

Additionally, on March 4, 2011, the Company entered into a Securities Purchase and Registration Rights Agreement (the “March 4 Agreement”) with certain accredited investors (the “March 4 Investors”), including Jonnie R. Williams, a member of the Company's Board of Directors and the Company's Chief Executive Officer, to sell 4,856,730 shares of Common Stock (the “March 4 Shares”), at $1.84 per share and warrants to purchase an aggregate of 4,856,730 shares of Common Stock at an exercise price of $2.00 per share (the “Warrants”) (collectively, the “March 4 Offering”). In addition to purchasing his respective shares of Common Stock for $1.84 per share, Mr. Williams also paid the Company $0.125 per Warrant purchased in the March 4 Offering. The March 4 Offering resulted in gross proceeds to the Company of $9,000,000. The Warrants are first exercisable on September 4, 2011 and expire on September 4, 2016. Additionally, the March 4 Agreement granted the March 4 Investors certain customary resale registration rights with respect to the March 4 Shares and shares of Common Stock underlying the Warrants.

The offerings referred to above were made only to accredited investors, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The Company relied on the exemption from the registration requirements of the Securities Act set forth in Section 4(2) thereof and the rules and regulations promulgated thereunder.

The Common Stock is traded on the Nasdaq Global Market under the symbol “CIGX”. On March 3, 2011, the last reported sale price of the Common Stock was $1.84 per share.

The foregoing summary of each of the February 28 Agreement and March 4 Agreement is qualified in its entirety by reference to the full text of the February 28 Agreement and March 4 Agreement, copies of which is attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into each of Items 1.01. and 3.02 hereof.

Item 3.02 Unregistered Sale of Equity Securities.

The contents of Item 1.01 of the Current Report on Form 8-K are incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.