Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported): June 13,
22nd Century Group, Inc.
Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction of
|(Commission File Number)
500 Seneca Street, Suite 507, Buffalo, New York
(Address of Principal Executive Office)
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
||Name of Exchange on Which Registered|
|Common Stock, $0.00001 par value per share
||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
On June 15, 2022, 22nd Century Group, Inc. (the
“Company”) announced the appointment of R. Hugh Kinsman as its Chief Financial Officer, effective immediately. A copy of the
press release announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Mr. Kinsman, age 55, was serving as Chief Financial
Officer of GVB Biopharma, a newly acquired wholly-owned subsidiary of the Company, and served in this role since March, 2020. Since 2017,
Mr. Kinsman has served as a Director at TerraNova Capital Partners, a boutique investment banking firm, where he has served as CFO of
several portfolio companies including iQ International, a leading manufacturer and distributor of highly efficient lead acid batteries
for the global automotive and storage markets from 2017 to 2020. Previously, Mr. Kinsman served as a member of the Structured Finance
group at GE Capital (NYSE: GE). Mr. Kinsman was also a senior accountant at Asher & Company, CPAs (now BDO).
Mr. Kinsman received his B.S. in Finance from Pennsylvania
State University and his Masters in Business Administration from Cornell University.
There are no family relationships between Mr. Kinsman
and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally,
there have been no transactions involving Mr. Kinsman that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Kinsman entered into an employment agreement
with the Company for a term of three years. Pursuant to the employment agreement, Mr. Kinsman will earn an initial base salary of $290,000
and shall be eligible for future cash bonuses and awards of performance units as a percentage of base salary based on the achievement
of performance targets to be established by the Company. If Mr. Kinsman’s employment is terminated by the Company without Cause,
then he will be entitled to a severance benefit in the form of a continuation of his then-base salary for a period of 12 months (plus
continuing health care coverage during such period). The description of the employment agreement above is qualified by reference to the
form of employment agreement, which is attached hereto as Exhibit 10.1.
Richard Fitzgerald, the Company’s former
CFO, was permanently separated from the Company on June 13, 2022, in connection with the hiring of Mr. Kinsman as CFO.
Item 9.01(d): Financial Statements and Exhibits.
|Exhibit 104||Cover Page Interactive Data File - The cover page XBRL tags
are embedded within the inline XBRL document.
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/ Steven P. Przybyla|
||June 15, 2022
||Steven P. Przybyla|
||Vice President, General Counsel and Secretary|
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