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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): June 23, 2025
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.) |
|
321 Farmington Rd, Mocksville, North Carolina
|
|
27028
|
| (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)) |
Securities
Registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol |
|
Name
of Exchange on Which Registered |
| Common
Stock, $0.00001 par value per share |
|
XXII |
|
Nasdaq
Capital Market |
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
1.01 |
Entry
into a Material Definitive Agreement. |
On
June 23, 2025, 22nd Century Group, Inc. (the “Company”) entered into a Master Services Agreement along with product specific
addendums (collectively, the “Agreement’) with an existing customer (“Customer”). Pursuant to the Agreement,
the Company will be the exclusive manufacturer of Customer’s Pinnacle cigarette and moist snuff brands for a period of five (5)
years. The Agreement includes four (4) Pinnacle cigarette brands currently sold in their network of retail stores and dealers in the
United States, plus up to three (3) new Pinnacle SKUs in the low nicotine category, two (2) new Pinnacle naturals style brands and two
(2) moist snuff products. The Company will pay Customer a royalty for each carton of cigarettes manufactured and sold to distributors
subject to certain exceptions.
The
Company and Customer were previously parties to a Supply Agreement solely for the production of the cigarette styles currently sold in
stores.
The
foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by the Agreement, which will be filed as
an exhibit to the Company’s Annual Report on Form 10-K.
| Item
7.01 |
Regulation
FD Disclosure. |
On
June 24, 2025, the Company issued a press release regarding the Agreement, which press release is attached hereto 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. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release |
| 104 |
|
Cover
Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document |
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/
Lawrence D. Firestone |
| Date:
June 24, 2025 |
Lawrence
D. Firestone |
| |
Chief
Executive Officer |
