Form 8-K - Current report

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): February 9, 2024

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.)

500 Seneca Street, Suite 507, Buffalo, New York

(Address of Principal Executive Office)

14204

(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:

¨	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))

Securities Registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock, $0.00001 par value per share	XXII	NASDAQ Capital Market

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 5.02:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Non-Employee Director Compensation

On February 9, 2024, the Board of Directors (the “Board”) of 22nd Century Group, Inc. (the “Company”) voted to waive any cash compensation for non-employee directors for the fourth quarter of 2023 and the first quarter of 2024.

The Board also approved a proposal to reduce non-employee director compensation for the remainder of 2024. Each non-employee independent director shall receive an annual cash retainer of $20,000, with the following supplemental annual cash retainers for the Board positions described below. Non-independent directors shall not receive an annual cash retainer.

Board Position	Annual Cash Retainer
Independent Board Chair or Lead Independent Director	$ 20,000
Audit Committee Chair	$ 10,000
Compensation Committee Chair	$ 5,000
Corporate Governance and Nominating Committee Chair	$ 5,000
Member of a Board Committee	$ 5,000

The Board also voted to forgo any equity compensation grants for directors in 2024.

Item 7.01: Regulation FD Disclosure.

On February 13, 2024, the Company issued a press release regarding the reduction in Board compensation. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01(d): Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated February 13, 2024

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/ Lawrence Firestone
Date: February 13, 2024		Lawrence Firestone
		Chief Executive Officer

Exhibit 99.1

22nd Century Group Announces Reduction in Board Compensation

Reduced Cost Structure Expected to Save more than $1Million Annually in 2024, Aligns Board with Corporate-Wide Lean Operating Commitment

MOCKSVILLE, N.C., February XX, 2024 — 22nd Century Group, Inc. (Nasdaq: XXII) (the “Company” or “22nd Century”), a biotechnology company focused on utilizing advanced plant technologies to improve health and wellness, today announced a reduction in board compensation expenses expected to save more than $1 million in annual cost for 2024. In addition to the newly reduced cash compensation structure going forward, the board has also waived any cash compensation due to non-employee directors for the fourth quarter of 2023 and the first quarter of 2024 and voted to forgo any equity compensation grants for directors in 2024.

“We continue to build on our progress over the past two months as we rapidly turn 22nd Century into a lean operating tobacco business focused on efficiency and value in everything we do,” said Larry Firestone, Chairman and Chief Executive Officer of 22nd Century. “These latest changes not only reduce the cash and total compensation cost related to our board, they align the board with our operating philosophy as we seek to become a self-sustaining business through a combination of sales growth, margin improvement and cost reduction.”

Under the revised compensation structure, adopted with immediate effect, annual independent director compensation will decline from $75,000 to $20,000, Audit Chair compensation from $20,000 to $10,000, and Compensation and Nominating & Governance Chair compensation from $20,000 to $5,000. Compensation for independent directors serving on these committees will be reduced from $10,000 per year to $5,000 per year, and Independent Board Chair compensation, which was previously $50,000 per year, will be replaced with a lead director fee of $20,000 annually. Non-independent members of the board do not receive additional cash compensation for their board service.

About 22nd Century Group, Inc.

22nd Century Group, Inc. (Nasdaq: XXII) is an agricultural biotechnology company focused on tobacco harm reduction, reduced nicotine tobacco and improving health and wellness through plant science. With dozens of patents allowing it to control nicotine biosynthesis in the tobacco plant, the Company has developed proprietary reduced nicotine content (RNC) tobacco plants and cigarettes, which have become the cornerstone of the FDA’s Comprehensive Plan to address the widespread death and disease caused by smoking. The Company received the first and only FDA Modified Risk Tobacco Product (MRTP) authorization for a combustible cigarette in December 2021. 22nd Century uses modern plant breeding technologies, including genetic engineering, gene-editing, and molecular breeding to deliver solutions for the life science and consumer products industries by creating new, proprietary plants with optimized alkaloid and flavonoid profiles as well as improved yields and valuable agronomic traits.

Learn more at xxiicentury.com, on Twitter, on LinkedIn, and on YouTube.

Learn more about VLN^® at tryvln.com.

###

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements, including but not limited to our full year business outlook. Forward-looking statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “preliminary,” “probable,” “project,” “promising,” “seek,” “should,” “will,” “would,” and similar expressions. Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 9, 2023 and Quarterly Reports on Form 10-Q filed May 9, 2023, August 14, 2023 and November 6, 2023. All information provided in this press release is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.

Investor Relations & Media Contact
Matt Kreps

Investor Relations

22nd Century Group

mkreps@xxiicentury.com

214-597-8200

Cover	Feb. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 09, 2024
Entity File Number	001-36338
Entity Registrant Name	22nd Century Group, Inc.
Entity Central Index Key	0001347858
Entity Tax Identification Number	98-0468420
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	500 Seneca Street
Entity Address, Address Line Two	Suite 507
Entity Address, City or Town	Buffalo
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14204
City Area Code	716
Local Phone Number	270-1523
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value per share
Trading Symbol	XXII
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false