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 25,
2011
22ND
CENTURY GROUP, INC.
(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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8201 Main
Street, Suite 6, Williamsville, NY 14221
(Address
of principal executive offices, including ZIP code)
(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 (see General Instruction A.2. below):
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 C.F.R.
§230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R.
§230.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
C.F.R. §14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
C.F.R. §13e-4(c))
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Item
7.01 Regulation
FD Disclosure
On January 26, 2011, 22nd Century
Group, Inc. (the “Company”) issued a
press release announcing the consummation of certain transactions described in
Item 8.01, which will also be the subject of a subsequent Current Report on Form
8-K. The press release is furnished with this Current Report on Form
8-K as Exhibit 99.1.
Exhibit 99.1 shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or
otherwise subject to the liabilities under that Section and shall not be deemed
to be incorporated by reference to any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act.
Item
8.01 Other
Events
On January 25, 2011, a wholly-owned
subsidiary of the Company completed a merger with 22nd Century Limited, LLC, a
company focused on the development of a prescription smoking-cessation aid and
tobacco harm reduction products.
Immediately prior to the closing of the
merger, 22nd Century Limited, LLC completed a private placement of approximately
$5.4 million of securities to accredited investors. These securities
were exchanged in the merger for shares of the Company’s common stock, $0.00001 par value per
share (“Common
Stock”), and
warrants to purchase shares of the Company’s Common Stock. 22nd
Century Limited, LLC is now a wholly-owned subsidiary of the
Company.
The Company will file a subsequent
Current Report on Form 8-K with regard to the consummation of the transactions
described herein.
Item
9.01 Exhibits
(d) Exhibits.
99.1 Press Release of 22nd Century
Group, Inc. dated January 26, 2011.
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, on January
26, 2011.
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22ND
CENTURY GROUP, INC. |
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By:
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/s/ Joseph
Pandolfino |
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Name: Joseph
Pandolfino |
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Title: Chief
Executive Officer |
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