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Item 5.02(d):
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of New Director
On September 11, 2020,
the Board of Directors (the “Board”) of 22nd Century Group, Inc. (the “Company”) appointed Michael Koganov,
Sc.D., Ph.D., to be a director on the Board, effective immediately. Dr. Koganov was appointed as a Class I director to fill
the existing vacancy in the Class I director positon on the Board.
Dr. Koganov, age 70,
is an accomplished scientist, having discovered the role of phylloquinone in transmembrane electrochemical potential. He also developed
Electro-Membrane technology for comprehensive processing of plants to produce protein concentrates and secondary metabolites using
bipolar membranes. In 2001, Dr. Koganov co-founded IBT LLC, which developed proprietary sustainable Zeta Fraction Technology that
was acquired by AkzoNobel (OTC: AKZOY) and then by Ashland Global Holdings, Inc. (NYSE: ASH). During his time at Ashland, Dr. Koganov
directed research, product development and commercialization of patented multifunctional bioactive Zeta Fractions (“ZF”)
including Recentia® and Fusion™ that are used as ingredients in numerous products of global companies. He has significantly
contributed to development of ZF based Harmoniance™, SeaStem™, Infini'tea™ and various synergistic compositions
of ZF obtained from live phytomass representing 12 major plant families. Dr. Koganov left Ashland in 2018.
Dr. Koganov is currently
the President of Intellebio, LLC, a consulting and testing firm specializing in the development of advanced testing, proprietary
solutions and novel technologies in the life sciences field and has held this position since June of 2019.
Dr. Koganov holds a
Doctor of Philosophy in Bioelectrochemistry from the Institute of Chemical Technology, Dnipropetrovsk, USSR (now Ukrainian State
University of Chemical Technology), a Masters of Sciences in Biochemistry from the State University, Dnipropetrovsk, USSR (now
Oles Honchar Dnipro National University, Ukraine), and was awarded a Doctor of Sciences in Biotechnology from the USSR Higher Attestation
Commission Council of Ministers.
Dr. Koganov is credited
with 72 publications, over 100 granted patents and 2 full-length books. He is a member of the New York Academy of Sciences, Sigma
Xi: The Scientific Research Honor Society, and the Biochemical Society. Dr. Koganov is an internationally recognized expert and
keynote speaker on novel plant technologies and has received numerous industry awards.
Dr. Koganov is independent
under the rules of the New York Stock Exchange American market and will receive the same compensation as the Company’s other
non-employee directors. Dr. Koganov will become the chair of the Scientific & Technical Advisory Committee of the Board
and will serve as a member of the Finance Committee of the Board.
There are no family
relationships between Dr. Koganov and any director or other executive officer of the Company nor are there any transactions between
Dr. Koganov or any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related
party transaction. Further, there is no arrangement or understanding between Dr. Koganov and any other persons or entities
pursuant to which Dr. Koganov was appointed as a director of the Company.
The Company issued a press release regarding
Dr. Koganov being appointed as a new director to the Board, which press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.