Current Report Filing (8-k)
September 25 2017 - 6:31AM
Edgar (US Regulatory)
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
September
24, 2017
_________________
22nd
Century Group, Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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001-36338
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98-0468420
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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9530 Main Street
Clarence, New York
(Address of Principal Executive Office)
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14031
(Zip Code)
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Registrant’s telephone number, including
area code:
(716) 270-1523
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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:
¨
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)
¨
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 1.02 Termination of Material Definitive
Agreement.
On October 1, 2013, 22nd Century Group,
Inc. and its wholly-owned subsidiary, 22nd Century Limited, LLC (collectively, the "Company"), entered into a Research
License and Commercial Option Agreement (the "Agreement") with British American Tobacco (Investments) Limited ("BAT")
pursuant to which BAT had the option to obtain a license to commercialize certain intellectual property under the Agreement. The
Company received notice from BAT that BAT has terminated the Agreement without exercising the commercial option under the Agreement,
which termination was effective on September 24, 2017.
Item 7.01. Regulation FD Disclosure.
On September 25, 2017, the Company issued
a press release with respect to the information set forth above. A copy of the press release is furnished as Exhibit 99.1 and is
incorporated herein by reference.
The information in this item (including
the exhibit) 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.
(d) Exhibits
.
99.1 Press Release dated September 25, 2017.
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.
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22nd Century Group, Inc.
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/s/ Thomas L. James
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Date: September 25, 2017
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Thomas L. James, Esq.
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Vice President, General Counsel and Secretary
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