XXII 22nd Century Group Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): March 3, 2015

_________________

 

22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Nevada	001-36338	98-0468420
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
9530 Main Street Clarence, New York (Address of Principal Executive Office)		14031 (Zip Code)
Registrant’s telephone number, including area code: (716) 270-1523

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 3, 2015, 22nd Century Group, Inc. (the “Company”) appointed Henry Sicignano III, age 47, to the position of Chief Executive Officer. Mr. Sicignano will continue to serve as the Company’s President and will remain on the Board of Directors. The information required to be disclosed pursuant to Items 401(b), (d), (e) and Item 404(a) of Regulation S-K is set forth in the Company’s annual meeting proxy statement filed with the Securities and Exchange Commission on March 4, 2014 and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On March 3, 2015, the Company issued a press release announcing the appointment of Henry Sicignano, III as Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

 

Item 9.01(d) Financial Statements and Exhibits.

 

Exhibit 99.1 Press Release issued by 22nd Century Group, Inc.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

	22nd Century Group, Inc.
	/s/ Henry Sicignano, III
Date March 3, 2015	Henry Sicignano, III President and Chief Executive Officer

 

Exhibit 99.1

 

 

 

 

 

22nd Century Group Names Henry Sicignano III Chief Executive Officer

 

March 03, 2015 12:46 PM Eastern Standard Time

 

CLARENCE, N.Y. - 22nd Century Group, Inc. (NYSE MKT: XXII) announced today that Henry Sicignano III has been named to the position of Chief Executive Officer. Mr. Sicignano will continue to serve as the Company’s President and will remain on the Board of Directors.

 

“The Board of Directors has had the opportunity to work directly with Henry over the past few months and is convinced that there is no better person to lead the company forward,” said James W. Cornell, Chairman of the Board of Directors. “Henry is a proven leader with outstanding business development skills, strategic vision and the ability to bring people together. His vision for how 22nd Century will monetize the Company’s proprietary technologies is exactly what 22nd Century needs at this exciting stage in the Company’s growth.”

 

Since joining the Company as President in 2010, Mr. Sicignano has spearheaded major initiatives across a range of business areas, recently establishing a strategic partnership with Smoker Friendly International, the nation’s largest dealer network of cigarette stores, and securing contract manufacturing and distribution agreements to launch the Company’s MAGIC^® brand of cigarettes in Europe. Going forward, Mr. Sicignano has defined 22nd Century’s top priorities as: establishing multi-year international sales contracts for the Company’s proprietary tobacco products (with immediate focus on Asia); submitting to the FDA a Modified Risk Application for the Company’s Brand A very low nicotine cigarettes; and identifying a joint venture partner to fund Phase III clinical trials for X-22, the Company’s smoking cessation aid in development.

 

“22nd Century is in the rare position of having a virtual monopoly around the nicotine biosynthetic pathway in the tobacco plant; I am honored and tremendously excited to have been chosen to lead the Company as we begin to commercialize our extraordinary IP portfolio,” Mr. Sicignano said. “As the tobacco industry begins a true paradigm shift toward the development and commercialization of reduced-risk tobacco products, 22nd Century is uniquely positioned to become a key player in both the smoking harm reduction and the smoking cessation markets. A key part of my job will be to seize these opportunities by focusing our management team and the Company’s business development investments on our technology’s most important commercial applications.”

 

For additional information about 22nd Century Group, please visit: www.xxiicentury.com

 

About 22nd Century Group, Inc.

 

22nd Century is a plant biotechnology company whose proprietary technology allows for the levels of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in the tobacco plant to be decreased or increased through genetic engineering and plant breeding. The Company’s technology also allows the levels of cannabinoids to be decreased or increased in the cannabis plant. 22nd Century owns or exclusively controls 128 issued patents plus an additional 52 pending patent applications; the patents owned by us or exclusively licensed to us include patents issued in 96 countries. Goodrich Tobacco is focused on commercial tobacco products and potentially less harmful cigarettes. Botanical Genetics is focused on novel cannabis plant varieties and on cannabis-based products. Hercules Pharmaceuticals is focused on X-22, a prescription smoking cessation aid in development.

 

 

 

 

 

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking information, including all statements that are not statements of historical fact regarding the intent, belief or current expectations of 22nd Century Group, Inc., its directors or its officers with respect to the contents of this press release. The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward-looking statements. We cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances, or to reflect the occurrence of unanticipated events. You should carefully review and consider the various disclosures made by us in our annual report on Form 10-K for the fiscal year ended December 31, 2014, filed on February 5, 2015, including the section entitled “Risk Factors,” and our other reports filed with the U.S Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

 

Redington, Inc.

Tom Redington

203-222-7399

 

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