XXII 22nd Century Group Inc

 

 

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): January 1, 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 (Address of Principal Executive Office)

27028 (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 January 1, 2025, 22nd Century Group, Inc. (the “Company”) entered into a Master Services Agreement and Addendum #1 (collectively, the “Agreement’) with Smoker Friendly International, LLC (“SF”). Pursuant to the Agreement, the Company will be the exclusive licensee and manufacturer of SF’s cigarette brands for a period of five years. The Agreement includes 11 SF brands currently sold in the Smoker Friendly network of retail stores and dealers in the United States, plus another eight new SF brands. The Agreement also allows the parties to add other tobacco products to the Agreement via addendum including filtered cigars and reduced nicotine content cigarettes. The Company will pay SF a royalty for each carton of cigarettes manufactured and sold to distributors.

 

The Company and SF were previously parties to a Private Label Manufacturing Agreement that was set to expire.

 

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 January 7, 2025, the Company issued a press release regarding the Agreement with Smoker Friendly, 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: January 7, 2025		Lawrence D. Firestone
		Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

22nd Century Group Signs New, Expanded License and Manufacturing Agreement with Smoker Friendly

 

Agreement covers 11 existing brands, supports launch 8 additional premium brands with Smoker Friendly retail and dealer locations

 

Creates foundation to launch additional reduced nicotine content brands in 2025

 

MOCKSVILLE, N.C., January 7, 2025 — 22nd Century Group, Inc. (Nasdaq: XXII), a tobacco products company that is leading the fight against nicotine and believes smokers should have a choice about their nicotine consumption, today announced the completion of a new license and manufacturing agreement with Smoker Friendly, one of the largest independent cigarette retailers in the United States. The agreement includes 11 SF brands currently sold in the Smoker Friendly network of retail stores and dealers in the U.S., plus another eight new SF premium brands to be launched and establishes a framework for other planned future products to be added.

 

The new five-year agreement builds on a business relationship of more than a decade and further secures a longstanding 22nd Century customer while opening additional opportunities for mutual expansion.

 

The 11 existing SF brands represent substantial contract manufacturing volume for 22nd Century’s MSA compliant facility in North Carolina. The eight new premium products to be launched will focus on the natural segment of the market, a new entry further expanding Smoker Friendly’s addressable market opportunity and volumes with 22nd Century. The brands are expected to occupy a premium position in the market as compared to lower tier products.

 

The company also expects to expand on the master services agreement, such as integrating the existing filtered cigar business from Smoker Friendly and adding a reduced nicotine content brand that complements 22nd Century Group’s VLN product line. Adding a reduced nicotine content product would not only expand Smoker Friendly’s product line, but also provide additional options to customers interested in controlling their nicotine intake using its VLN^® reduced nicotine branded products.

 

“This agreement is foundational and represents the next era of Smoker Friendly’s long-standing relationship with 22nd Century, expanding the business opportunity for both companies,” said Larry Firestone, Chief Executive Officer of 22nd Century Group. “It also demonstrates the possibilities available to brands who want to use our integrated platform for licensing, predicate, manufacturing and other needs.

 

“Our next focus will be to expand the range of products covered under this agreement as well as our projects currently underway to add VLN companion brands that will help to build out a new category of reduced nicotine content products, creating greater visibility and sales reach for products that use our proprietary tobacco strains containing 95% less nicotine – a level considered to be non-addictive and shown in clinical studies to reduce smoking activity among adult smokers.”

 

“I am excited to align our business with dedicated manufacturing, licensing and distribution capabilities from 22nd Century, as well as secure new growth opportunities with additional products and brands that our customers are seeking,” said Keelan Gallagher, Vice President Operations at Smoker Friendly. “22nd Century provides not only high quality manufacturing, but also important predicate blends and additional product capabilities that will help us to further integrate our supply chain while adding new products.”

 

 

About 22nd Century Group, Inc.

 

22nd Century Group is the pioneering nicotine harm reduction company in the tobacco industry enabling smokers to take control of their nicotine consumption.

 

We created our flagship product, the VLN^® cigarette, to give traditional cigarette smokers an authentic and familiar alternative that helps them take control of their nicotine consumption. VLN^® cigarettes have 95% less nicotine than the traditional cigarette and have been proven to greatly reduce nicotine consumption. Instead of offering new ways of delivering nicotine to addicted smokers, we offer smokers the option to take control of their nicotine consumption and make informed and more productive choices, including the choice to avoid addictive levels of nicotine altogether.

 

Our wholly owned subsidiaries include a leading cigarette manufacturer that produces all VLN^® products and provides turnkey contract manufacturing for other tobacco brands both domestically and internationally. The 60,000 square foot facility in Mocksville, North Carolina has the capacity to produce more than 45 million cartons of combusted tobacco products annually with additional space for expansion.

 

Our proprietary reduced nicotine tobacco blends are made possible by comprehensive and patented technologies that regulate nicotine biosynthesis activities in the tobacco plant, resulting in full flavor and high yield with 95% less nicotine. Our extensive patent portfolio has been developed to ensure we have the only low nicotine combustible cigarette in the United States and critical international markets. Our mission is to sell the last cigarette before the 22nd Century.

 

VLN^® and Helps You Smoke Less^® are registered trademarks of 22nd Century Limited LLC.

Learn more at xxiicentury.com, on X (formerly Twitter), on LinkedIn, and on YouTube.

 

Learn more about VLN^® at tryvln.com.

 

About The Cigarette Store LLC dba Smoker Friendly

 

Boulder, Colorado based Smoker Friendly operates 344 stores in 13 states. The stores are a mix of tobacco stores, cigar lounges, liquor stores, and fueling locations under the names Smoker Friendly, Tobacco Depot, Smoke ‘N Go, Havana Manor, and Gasamat.

 

The Smoker Friendly team also manages the Smoker Friendly Authorized Dealer program. This program provides a total tobacco private label portfolio, industry expertise, a well-known name, and geographic exclusivity to tobacco retailers desiring an alternative to the contracts offered by big tobacco.

 

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, including but not limited to our full year business outlook. 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. Forward-looking statements include, but are not limited to, statements regarding (i) our cost reduction initiatives, (ii) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations, (iii) our financial and operating performance and (iv) our expectations for our business interruption insurance claim. 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 28, 2024, and in the Company’s Quarterly Reports filed on May 15, 2024, August 13, 2024 and November 11, 2024. 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.

 

Investor Relations & Media Contact

 

Matt Kreps

Investor Relations

22nd Century Group

mkreps@xxiicentury.com

214-597-8200

 

 

v3.24.4

Cover	Jan. 01, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 01, 2025
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	321 Farmington Rd,
Entity Address, City or Town	Mocksville,
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27028
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	NASDAQ
Entity Emerging Growth Company	false

---