Current Report Filing (8-k)
June 12 2017 - 10:31AM
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
June
12, 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:
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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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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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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 7.01. Regulation FD Disclosure.
On June 12, 2017, 22nd
Century Group, Inc. (the “Company”) made available a copy of a letter sent to stockholders. A copy of the letter to
stockholders 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 Letter to stockholders.
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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Date:
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June 12, 2017
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/s/ Thomas L. James
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Thomas L. James
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Vice President, General Counsel and Secretary
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