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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

 

August 5, 2021

 

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.)

 

500 Seneca Street, Suite 507, Buffalo, New York

(Address of Principal Executive Office)

14204

(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 NYSE American

 

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 1.01Entry 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