22nd Century Group, Inc. appointed Mr. Mish as new CEO

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Leadership Transition 


On July 21, 2023, James A. Mish, the Company's Chief Executive Officer, provided notice that he was resigning for personal reasons from such position effective August 1, 2023. He will continue to serve as a member of the Board of Directors (the "Board). In connection with Mr. Mish's resignation, the Board appointed John J. Miller, who has served as President of the Tobacco Business since November 2022, as interim-CEO of the Company effective immediately.


Additional information regarding Mr. Miller is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2023.


Appointment of New Director


On July 19, 2023, the Board of Directors (the "Board") expanded the Board to seven members and appointed Andrew Arno to be a director on the Board, effective immediately. Mr. Arno was appointed as a Class I director.


Mr. Arno, age 64, has 35+ years of experience handling a wide range of corporate and financial matters, including work as an investment banker, strategic advisor and board member to emerging growth companies. He previously served, from July 2015 until February 2023, as Vice Chairman of The Special Equities Group, a division of Dawson James Securities, Inc., plus other senior roles at investment banking firms. Prior, Mr. Arno served as Vice Chairman and Chief Marketing Officer of Unterberg Capital, LLC, an investment advisory firm that he co-founded, and as Vice Chairman and Head of Equity Capital Markets of Merriman Capital LLC, where he also served on the board of the parent company, Merriman Holdings, Inc. Mr. Arno was responsible for Capital Markets for C.E. Unterberg, Towbin, a Vice President at Lehman Brothers and in the Individual Investors Services Division of L.F. Rothschild Unterberg, Towbin in portfolio management for high-net-worth individuals. Mr. Arno is currently the Chairman of the Board of Oncocyte Corporation and also serves on the boards of directors of Smith Micro Software, Inc., Independa Inc., and Comhear Inc. Mr. Arno previously served as a director of Asterias Biotherapeutics, Inc. from August 2014 until it was acquired by Lineage Cell Therapeutics, Inc. in March 2019. Mr. Arno received a BS degree from George Washington University.


Mr. Arno is independent under the rules of the NASDAQ market and will receive the same compensation as the Company's other non-employee directors. The Board will determine the committees on which Mr. Arno will serve on at a later time.


There are no family relationships between Mr. Arno and any director or other executive officer of the Company nor are there any transactions between Mr. Arno or any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction. Further, there is no arrangement or understanding between Mr. Arno and any other persons or entities pursuant to which Mr. Arno was appointed as a director of the Company.