UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 23, 2025, 22nd Century Group, Inc. (the “Company”) entered into a Master Services Agreement along with product specific addendums (collectively, the “Agreement’) with an existing customer (“Customer”). Pursuant to the Agreement, the Company will be the exclusive manufacturer of Customer’s Pinnacle cigarette and moist snuff brands for a period of five (5) years. The Agreement includes four (4) Pinnacle cigarette brands currently sold in their network of retail stores and dealers in the United States, plus up to three (3) new Pinnacle SKUs in the low nicotine category, two (2) new Pinnacle naturals style brands and two (2) moist snuff products. The Company will pay Customer a royalty for each carton of cigarettes manufactured and sold to distributors subject to certain exceptions.
The Company and Customer were previously parties to a Supply Agreement solely for the production of the cigarette styles currently sold in stores.
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 June 24, 2025, the Company issued a press release regarding the Agreement, 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: June 24, 2025 | Lawrence D. Firestone |
| Chief Executive Officer |