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): March 12, 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))

 

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 2.02Disclosure of Results of Operations and Financial Condition

 

On March 12, 2020, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the year ended December 31, 2019, which is attached as Exhibit 99.1. In addition, the Company posted on its website, at www.xxiicentury.com, a letter to stockholders, which is attached as Exhibit 99.2.

 

The information in this item 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 Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

 

Item 9.01(d)Financial Statements and Exhibits

 

Exhibit 99.1Earnings release for the year ended December 31, 2019.
  
Exhibit 99.2Letter to Stockholders.

 

 

 

 

 

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/ Michael J. Zercher  
Date: March 13, 2020 Michael J. Zercher  
  President and Chief Operating Office