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

 

November 28, 2017

_________________

 

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.)
     

9530 Main Street

Clarence, New York

(Address of Principal Executive Office)

14031

(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))

 

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.

 

On November 28, 2017, Michael R. Moynihan, Ph.D., Vice President of R&D of 22nd Century Group, Inc. (the “Company”), notified the Company of his intent to retire effective December 31, 2017.

  

Item 7.01. Regulation FD Disclosure.

 

On December 4, 2017, the Company issued a press release announcing the retirement of Dr. Moynihan as described above in Item 5.02 and the appointment of a new employee. The Company is furnishing a copy of such press release as Exhibit 99.1 hereto, which is incorporated by reference herein.

 

Item 9.01(d): Financial Statements and Exhibits.

 

Exhibit 99.1 Press Release, dated December 4, 2017.

 

 

 

 

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/ Thomas L. James
Date: December 4, 2017 Thomas L. James, Esq.
    Vice President, General Counsel and Secretary