Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): December 13, 2019




22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)


Nevada 001-36338 98-0468420

(State or Other Jurisdiction of


(Commission File Number)

(I.R.S. Employer

Identification No.)


8560 Main Street, Suite 4, Williamsville, New York 14221
(Address of Principal Executive Office) (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.     

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







Item 5.02(b) and (c): Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On December 13, 2019, Clifford B. Fleet resigned as the President and Chief Executive Officer of 22nd Century Group, Inc. (the “Company”), effective December 31, 2019, in order to accept a leadership position at The Colonial Williamsburg Foundation. Mr. Fleet will remain as a member of the Board of Directors of the Company. Mr. Fleet’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.


In addition, on December 13, 2019, Michael Zercher, the Company’s Chief Operating Officer, was appointed to serve as the Company’s President, effective immediately. Mr. Zercher will receive 150,000 restricted stock units vesting one-half one year from the date of grant and the remainder vesting two years from the date of grant. Otherwise, Mr. Zercher will continue to receive the same compensation arrangement which is described in the Company’s Form 8-K filed with the SEC on September 9, 2019 and is incorporated herein by reference.


Item 7.01. Regulation FD Disclosure.


On December 13, 2019, the Company issued a press release announcing the information in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K.


The information in this Item 7.01 and Exhibit 99.1 attached hereto are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01(d): Financial Statements and Exhibits.


  Exhibit 99.1 Press Release of the Company







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/ Michael J. Zercher
Date:  December 13, 2019 Michael J. Zercher
   President and Chief Operating Officer