Form 8-K 22nd Century Group, Inc. For: Nov 28

 

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

 

November 28, 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 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 28, 2017, Michael R. Moynihan, Ph.D., Vice President of R&D of 22nd Century Group, Inc. (the “Company”), notified the Company of his intent to retire effective December 31, 2017.

  

Item 7.01. Regulation FD Disclosure.

 

On December 4, 2017, the Company issued a press release announcing the retirement of Dr. Moynihan as described above in Item 5.02 and the appointment of a new employee. The Company is furnishing a copy of such press release as Exhibit 99.1 hereto, which is incorporated by reference herein.

 

Item 9.01(d): Financial Statements and Exhibits.

 

Exhibit 99.1 Press Release, dated December 4, 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:	December 4, 2017	Thomas L. James, Esq.
		Vice President, General Counsel and Secretary

 

 

Exhibit 99.1

 

22nd Century Hires Former BAT Head of Plant Biotechnology

 

Juan Sanchez Tamburrino, Ph.D., will take over for retiring Michael R. Moynihan, Ph.D.

 

December 4, 2017

 

Clarence, New York – 22nd Century Group, Inc. (NYSE American:  XXII), a plant biotechnology company focused on tobacco harm reduction and hemp/cannabis research, announced today the hiring of Juan Sanchez Tamburrino, Ph.D., as the Company’s Vice President of Research and Development. Dr. Tamburrino was previously the head of the Plant Biotechnology Division of British American Tobacco (NYSE: BTI).

 

Dr. Tamburrino earned his Ph.D. degree in molecular biology and genetics at the Weill Cornell Graduate School of Medical Sciences at Cornell University, a partnership program with the Sloan Kettering Cancer Research Institute. After completing six years of post-doctoral research in plant biology at the Rockefeller University in New York, Dr. Tamburrino served as an Associate Professor at Universidad Tarapacá in Chile before becoming the Research Manager at Pioneer Hi-Bred International (a DuPont company now known as DuPont Pioneer).

 

In 2009, Dr. Tamburrino was appointed the head of the Plant Biotechnology Division of British American Tobacco (BAT) in Cambridge, England. In this capacity, Dr. Tamburrino was responsible for biotechnology strategy related to tobacco leaf. Dr. Tamburrino established BAT’s molecular breeding and GMO programs and developed the world’s most complete tobacco genome sequence. Dr. Tamburrino’s industry experience includes extensive work in toxicant reduction strategies for tobacco, as well as gene mutation technologies and methods for agronomic trait improvements for a variety of commercial plants. Dr. Tamburrino also directed BAT’s international intellectual property strategies for leaf tobacco.

 

At 22nd Century, Dr. Tamburrino will assume the role of Vice President of Research and Development upon the retirement, at the end of this month, of Dr. Michael Moynihan. Dr. Moynihan has served as a key member of the 22nd Century management team for more than ten years and was responsible for overseeing the development of the nicotine technology that serves as the foundation for 22nd Century’s Very Low Nicotine and High Nicotine tobaccos. Having led the Company’s research and development group, regulatory affairs initiatives, plant breeding programs, and aggressive growth of 22nd Century’s intellectual property portfolio, Dr. Moynihan’s work has been instrumental in establishing 22nd Century as a leader in tobacco harm reduction. After his retirement, Dr. Moynihan will continue to support the Company as a consultant working on 22nd Century proprietary tobaccos for international markets and on other special projects.

 

“Not only did Mike Moynihan spearhead the development of what is arguably the most exciting Modified Risk Tobacco Product candidate in the tobacco industry, he also – through his extensive relationships in the scientific community – led us to Dr. Tamburrino,” explained Henry Sicignano, III, President and CEO of 22nd Century Group. “Mike Moynihan has been a foundational part of the team at 22nd Century; though we will miss him, I am very pleased that Mike will continue to support the Company’s important work, even as he enjoys his well-earned retirement.”

 

 

“Dr. Tamburrino’s professional background and experience in the tobacco industry make him an invaluable addition to 22nd Century’s R&D team,” explained James Swauger, Ph.D., Senior Vice President of Science and Regulatory Affairs at 22nd Century Group. “We look forward to the fresh perspective and new energy that Dr. Tamburrino will bring to the Company’s on-going research efforts.”

 

About 22nd Century Group, Inc.

 

22nd Century is a plant biotechnology company focused on genetic engineering and plant breeding which allows the increase or decrease of the level of nicotine in tobacco plants and the level of cannabinoids in hemp/cannabis plants. The Company’s primary mission in tobacco is to reduce the harm caused by smoking. The Company’s primary mission in hemp/cannabis is to develop proprietary hemp/cannabis strains for important new medicines and agricultural crops. Visit www.xxiicentury.com and www.botanicalgenetics.com for more information.

 

 

Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking information, including all statements that are not statements of historical fact regarding the intent, belief or current expectations of 22nd Century Group, Inc., its directors or its officers with respect to the contents of this press release, including but not limited to our future revenue expectations. The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward-looking statements. We cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances, or to reflect the occurrence of unanticipated events. You should carefully review and consider the various disclosures made by us in our annual report on Form 10-K for the fiscal year ended December 31, 2016, filed on March 8, 2017, including the section entitled “Risk Factors,” and our other reports filed with the U.S. Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

 

 

Contact:

 

22nd Century Group

James Vail, Director of Communications

716-270-1523

[email protected]

  

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