Amended Current Report Filing (8-k/a)
10 Marzo 2023 - 11:02PM
Edgar (US Regulatory)
0001347858
true
0001347858
2022-05-13
2022-05-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 3)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 13,
2022
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 240.13(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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol |
Name
of each exchange on which registered |
| Common Stock, $0.00001 par value |
XXII |
NASDAQ Capital Market |
EXPLANATORY NOTE
On May 18, 2022, 22nd Century Group, Inc. (the “Company”), filed with the U.S. Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) regarding the completion of the Company’s acquisition, on May 13, 2022, of substantially all of the assets of GVB Biopharma’s (“GVB”) business dedicated to hemp-based cannabinoid extraction, refinement, contract manufacturing and product development (the “Transaction”).
On
July 20, 2022, the Company filed Amendment No. 1 to the Original Form 8-K to include an updated Item 9.01(a) Financial Statements of Business
Acquired and Item 9.01(b) Pro Forma Financial information.
On
September 2, 2022, the Company filed Amendment No. 2 to the Original Form 8-K to include an updated Item 9.01(b) Pro Forma Financial information.
The
Company is filing this Amendment No. 3 to the Original Form 8-K to file the following updated pro forma information reflecting the Transaction:
| · | The unaudited pro forma statement of operations and comprehensive loss
for the year ended December 31, 2022 and the related notes thereto after giving effect to the Transaction. |
Item 9.01(d): Financial Statements and Exhibits.
Exhibits.
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/ R. Hugh Kinsman |
| Date: March 10, 2023 |
R. Hugh Kinsman |
| |
Chief Financial Officer |
Grafico Azioni 22nd Century (AMEX:XXII)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni 22nd Century (AMEX:XXII)
Storico
Da Feb 2024 a Feb 2025
