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

 

September 24, 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 1.02 Termination of Material Definitive Agreement.

 

On October 1, 2013, 22nd Century Group, Inc. and its wholly-owned subsidiary, 22nd Century Limited, LLC (collectively, the "Company"), entered into a Research License and Commercial Option Agreement (the "Agreement") with British American Tobacco (Investments) Limited ("BAT") pursuant to which BAT had the option to obtain a license to commercialize certain intellectual property under the Agreement. The Company received notice from BAT that BAT has terminated the Agreement without exercising the commercial option under the Agreement, which termination was effective on September 24, 2017.

 

Item 7.01. Regulation FD Disclosure.

 

On September 25, 2017, the Company issued a press release with respect to the information set forth above. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this item (including the exhibit) 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.

 

(d) Exhibits.

 

99.1 Press Release dated September 25, 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: September 25, 2017 Thomas L. James, Esq.
  Vice President, General Counsel and Secretary