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8-K - 22nd Century Group, Inc. | v209049_8-k.htm |
22nd
Century Group, Inc. Completes Merger and $5.4 Million Financing
WILLIAMSVILLE,
N.Y.—(BUSINESS WIRE)—22nd Century Group, Inc. (OTCBB: XXII.ob) announced
today that it 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. Shares of 22nd Century Group, Inc. are
traded on the OTC Bulletin Board under the symbol XXII. The merger was
effective as of January 25, 2011.
Immediately
prior to 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 common
stock and warrants of 22nd Century Group, Inc., and 22nd Century Limited, LLC is
now a wholly-owned subsidiary of 22nd Century Group, Inc.
A portion
of the proceeds from this private placement of securities will be used for a
phase II-B clinical trial for 22nd Century’s prescription smoking cessation aid,
X-22, in addition to an
exposure study for one of its two modified risk tobacco product
candidates.
The X-22 smoking cessation aid
consists of very low nicotine (“VLN”) cigarettes made from 22nd Century’s
patented tobacco, which contains approximately 95% less nicotine compared
to tobacco in existing “light” cigarettes. Independent studies, including
phase II clinical trials, have demonstrated that VLN cigarettes made from 22nd
Century’s patented tobacco facilitate quitting by satisfying smokers’
cravings for cigarettes while (1) greatly reducing nicotine exposure and
nicotine dependence, and (2) extinguishing the association between the act of
smoking and the rapid delivery of nicotine.
Following
the merger, the senior management of 22nd Century Limited, LLC will serve as the
management of 22nd Century Group, Inc., including Joseph Pandolfino, founder and
CEO; Henry Sicignano III, President; Dr. Michael R. Moynihan, Vice President of
R&D; and C. Anthony Rider, CFO. Management believes that the company’s
innovative smoking cessation aid will, upon FDA approval, become the
market-leading smoking-cessation product.
Mr.
Pandolfino noted, “Leading smoking-cessation researchers have achieved very
promising results in independent studies using cigarettes containing our
patented VLN tobacco. There is a large unmet medical need on a global
scale for an effective smoking cessation product that is acceptable to
smokers without the side effects of currently approved products.”
Rodman
& Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital
Group, Inc. (NASDAQ: RODM), served as
advisor for the merger and exclusive placement agent in connection with the
private placement.
About
22nd Century Limited, LLC
Founded
in 1998, 22nd Century is a plant biotechnology company whose proprietary
technology allows for the level of nicotine (and other nicotinic alkaloids) in
the tobacco plant to be decreased or increased through genetic engineering and
breeding. The company owns or exclusively controls 97 issued patents in 79
countries where at least 75% of the world’s smokers reside. 22nd Century is
committed to developing and commercializing (i) the world’s most effective and
acceptable smoking cessation aid and, for those smokers who refuse to quit
smoking, (ii) consumer-acceptable modified risk tobacco products that reduce
exposure to smoke toxins compared to conventional cigarettes.
Safe-Harbor Statement under the
Private Securities Litigation Reform Act of 1995: This press release may contain
forward-looking information within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), including all statements
that are not statements of historical fact regarding the intent, belief or
current expectations of the company, its directors or its officers with respect
to the contents of this press release. The words “may,” “would,”
“will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar
expressions and variations thereof are intended to identify forward-looking
statements. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, many of which are beyond the company’s ability to control, and
that actual results may differ materially from those projected in the
forward-looking statements as a result of various factors including the risk
factors disclosed in the company’s periodic reports filed with the SEC under the
Exchange Act, including the company’s Forms 10-K and 10-Q filed with the
SEC.
For
additional information, please visit: xxiicentury.com
Contact
22nd
Century Limited, LLC
Joseph
Pandolfino, CEO
Telephone:
(716) 270-1523