XXII 22nd Century Group Inc

  

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): January 9, 2015

_________________

 

22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada	000-54111	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))

 

 

Item 8.01. Other Events.

 

On January 9, 2015, 22nd Century Group, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement dated January 9, 2015, to the prospectus dated June 5, 2014, filed as part of the Company’s effective registration statement on Form S-3 (SEC File No. 333-195386). The prospectus supplement relates to the offer and sale of up to 300,000 shares of the Company’s common stock covered by the registration statement.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) The following exhibits are being filed herewith:

 

Exhibit 5.1

Opinion of Foley & Lardner LLP

 

Exhibit 23.1

Consent of Foley & Lardner LLP (included in Exhibit 5.1)

 

 

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/ Henry Sicignano, III
Date: January 9, 2015	Henry Sicignano, III
	President and Chief Operating Officer

 

ATTORNEYS AT LAW   One Independent Drive, Suite 1300 Jacksonville, FL 32202-5017 904.359.2000 TEL 904.359.8700 FAX www.foley.com   WRITER’S DIRECT LINE 904.359.8778 jwolfel@foley.com EMAIL   CLIENT/MATTER NUMBER 045952-0199

 

 

January 9, 2015

 

22nd Century Group, Inc.

9530 Main Street

Clarence, New York 14031

 

Ladies and Gentlemen:

 

This opinion is being furnished in connection with the Registration Statement (the “Registration Statement”) on Form S-3 (SEC File No. 333-195386) of 22nd Century Group, Inc. (the “Company”), including the Prospectus constituting a part thereof (as supplemented by Prospectus Supplement dated January 9, 2015, the “Prospectus”), relating to the issuance and sale by the Company from time to time of up to 300,000 shares of the Company’s common stock, $0.00001 par value (the “Common Stock”).

 

As counsel to the Company in connection with the proposed issuance and sale of the Common Stock, we have examined: (i) the Registration Statement, including the Prospectus, and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (ii) the Company’s Certificate of Incorporation and Bylaws, each as amended to date; (iii) certain resolutions of the Board of Directors of the Company relating to the issuance of the Common Stock; and (iv) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

 

Our opinions expressed herein are subject to the following qualifications and exceptions: (i) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination; (ii) the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law); and (iii) we render no opinion as to the effect of the laws of any state or jurisdiction other than the corporate law of the State of Nevada.

 

Based upon the foregoing, we are of the opinion that the shares of Common Stock offered by the Company under the Registration Statement have been duly authorized, and when duly issued and delivered against consideration therefor as provided in the Prospectus, will be legally issued, fully paid and nonassessable.

 

 

  

Boston Brussels CHICAGO Detroit

JACKSONVILLE LOS ANGELES MADISON MIAMI

MILWAUKEE NEW YORK ORLANDO SACRAMENTO

SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY

TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C.

 

 

 

22nd Century Group, Inc.

January 9, 2015

Page 2

 

 

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

 

	Very truly yours,
	/s/ Foley & Lardner LLP