Current Report Filing (8-k)
September 17 2020 - 04:17PM
Edgar (US Regulatory)
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2020-09-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
September 11, 2020
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.) |
|
8560 Main Street,
Suite 4,
Williamsville,
New York
(Address of Principal Executive Office)
|
14221
(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 each exchange on which
registered |
|
Common Stock, $0.00001 par value |
XXII |
NYSE American |
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(d): |
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
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.
|
Item 9.01(d): |
Financial Statements and
Exhibits. |
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. |
| |
|
| |
|
|
Date: September 17, 2020 |
/s/ Steven P.
Przybyla |
| |
Steven P. Przybyla
Vice President, General Counsel and Secretary |
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