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): November 22, 2011
22nd Century Group, Inc.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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000-54111
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98-0468420
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
dentification No.)
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9530 Main Street
Clarence, New York
(Address of Principal Executive Office)
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14031
(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On November 22, 2011, 22nd Century Limited, LLC (the “Company”)
a wholly-owned subsidiary of 22nd Century Group, Inc.,
entered into a Letter Agreement (the “Letter Agreement”) with North Carolina State University (“NCSU”). The Letter Agreement provides that NCSU agreed to extend terms for (i) payments due and (ii) a peformance milestone under a license agreement effective as of March 6, 2009 between the Company and NCSU (the “License Agreement”).
In addition, the Company agreed to pay all outstanding amounts owed to NCSU on the earlier of (i) the closing of a capital raise of at least $5 million or (ii) October 15, 2012.
A copy of the Letter Agreement is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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10.1
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Letter Agreement between the Company and NCSU dated November 22, 2011
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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.
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22nd Century Group, Inc.
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Date: November 23, 2011
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/s/ Joseph Pandolfino
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Joseph Pandolfino
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Chief Executive Officer
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North Carolina State University is a land-
grant university and a constituent institution
of The University of North Carolina
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Office of Technology Transfer
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Office of Technology Transfer
1021 Main Campus Drive
Campus Box 8210
Raleigh, NC 27695-8210
919.515.7199
919.515.3773 (fax)
Courier Address
Office of Technology Transfer
1021 Main Campus Drive
Raleigh, NC 27606
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November 22, 2011
Joseph Pandolfino
CEO
22nd Century Limited, LLC
9530 Main Street
Clarence, NY 14031
Dear Joe,
As you are aware, 22nd Century owes North Carolina State University (“NCSU”) certain outstanding amounts under the License Agreement between NCSU and 22nd Century with an effective date of March 6, 2009 (“License Agreement”).
In order to facilitate 22nd Century’s pending capital raises, NCSU agrees not to invoke any rights to terminate for non-payment or non-performance that it may have under Sections 10.03 (a) and (b) of the License Agreement until (ii) October 15, 2012. NCSU acknowledges that 22nd Century’s performance to date under the Development and Commercialization Schedule (Appendix C) of the License Agreement is satisfactory and that a Phase III trial will commence during calendar year 2012.
22nd Century agrees that it will pay all outstanding amounts owed to NCSU on the earlier of (i) the closing of a 22nd Century capital raise of at least $5 million or (ii) October, 15, 2012.
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Sincerely,
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Billy B. Houghteling
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Executive Director
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Office of Technology Transfer
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Agreed to and accepted this 22
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Day of November 2011.
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22nd Century Limited, LLC
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By:
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Joseph Pandolfino, CEO
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