Current Report Filing (8-k)
May 01 2020 - 4:30PM
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
Date
of Report (Date of earliest event reported): May 1, 2020
_________________
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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8560 Main Street, Suite 4, Williamsville,
New York
(Address of Principal Executive Office)
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14221
(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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, $0.00001 par value
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XXII
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NYSE American
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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. ¨
1.01 Entry into a Material Definitive
Agreement
The information under
Item 2.03 herein is incorporated herein by reference.
2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 1, 2020, 22nd
Century Group, Inc. (the “Company”) received a U.S. Small Business Administration Loan (“SBA Loan”) from
Bank of America, N.A. related to the COVID-19 crisis in the amount of $1.2 million primarily for payroll costs. Under the Paycheck
Protection Program Loan Note (the “Promissory Note”), the SBA Loan has a fixed interest rate of 1%, a maturity date
two years from the date of the funding of the loan and no payments are due on the SBA Loan for six months. Pursuant to the terms
of the SBA Loan and Promissory Note, the Company may apply for forgiveness of the amount due on the SBA Loan in an amount equal
to the sum of the following costs incurred by the Company during the 8-week period (or any other period that may be authorized
by the U.S. Small Business Association) beginning on the date of first disbursement of the loan: payroll costs, any payment of
interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of
SBA Loan forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including the
provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), although no more than 25% of
the amount forgiven can be attributable to non-payroll costs.
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/ Michael J. Zercher
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Date: May 1, 2020
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Michael J. Zercher
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President and Chief Operating Officer
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