UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Exact Name of Registrant as Specified in Charter)
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Registrant’s
telephone number, including area code: (
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 | Trading Symbol | Name of Exchange on Which Registered |
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
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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 1.01 | Entry into a Material Definitive Agreement. |
On August 5, 2021, 22nd Century Group, Inc. (the “Company”) provided written notice to The New York Stock Exchange that the Company expects to voluntarily cease trading on the NYSE American and intends to transfer its listing to the NASDAQ Capital Market to commence trading on August 16, 2021. The last day of trading on the NYSE American is expected to be August 13, 2021. The Company’s common stock has been approved for listing on NASDAQ Capital Market and will continue to trade under the stock symbol “XXII.”
A copy of the press release issued by the Company in connection with its move from the NYSE American to NASDAQ Capital Market is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01(d): | Financial Statements and Exhibits. |
Exhibit 99.1 Press Release, dated August 5, 2021.
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/ James A. Mish | |
| Date: August 5, 2021 | James A. Mish |
| Chief Executive Officer |
Exhibit 99.1
22nd Century Group to Begin Trading on Nasdaq on August 16, 2021
BUFFALO, N.Y., August 5, 2021 (GLOBE NEWSWIRE) – 22nd Century Group, Inc. (NYSE American: XXII), a leading plant-based, biotechnology company focused on tobacco harm reduction, reduced nicotine tobacco, and hemp/cannabis research, announced today that its common stock has been approved for uplisting to the Nasdaq Capital Market effective as of the market open on August 16, 2021. The shares will continue to trade under the ticker symbol “XXII.”
“While remaining dedicated to our primary mission to reduce the harm caused by smoking, uplisting to the Nasdaq also aligns 22nd Century with other high-achieving, innovative, and growth-oriented global science and technology companies,” said James A. Mish, chief executive officer of 22nd Century Group. “We believe that joining the Nasdaq will enhance our visibility to a wide audience of institutional investors and increase our exposure to hemp/cannabis investors at this important time of industry progression toward mass production.”
About 22nd Century Group, Inc.
22nd Century Group, Inc. (NYSE American: XXII) is a leading plant biotechnology company focused on technologies that alter the level of nicotine in tobacco plants and the level of cannabinoids in hemp/cannabis plants through genetic engineering, gene editing, and modern plant breeding. 22nd Century’s primary mission in tobacco is to reduce the harm caused by smoking through the Company’s reduced nicotine content tobacco cigarettes – containing 95% less nicotine than conventional cigarettes. The Company’s primary mission in hemp/cannabis is to develop and commercialize proprietary hemp/cannabis plants with valuable cannabinoid profiles and desirable agronomic traits.
Learn more at xxiicentury.com, on Twitter @_xxiicentury, and on LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements. Forward-looking statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “preliminary,” “probable,” “project,” “promising,” “seek,” “should,” “will,” “would,” and similar expressions. Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 11, 2021. All information provided in this release is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.
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Investor Relations & Media Contact:
Mei Kuo
Director, Communications & Investor Relations
22nd Century Group, Inc.
(716) 300-1221
mkuo@xxiicentury.com
Cover |
Aug. 05, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Aug. 05, 2021 |
| Entity File Number | 001-36338 |
| Entity Registrant Name | 22nd Century Group, Inc. |
| Entity Central Index Key | 0001347858 |
| Entity Tax Identification Number | 98-0468420 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 500 Seneca Street |
| Entity Address, Address Line Two | Suite 507 |
| Entity Address, City or Town | Buffalo |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 14204 |
| City Area Code | 716 |
| Local Phone Number | 270-1523 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.00001 par value per share |
| Trading Symbol | XXII |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |