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

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


Appointment of New Chief Executive Officer and Director


On November 28, 2023, the Board appointed Lawrence D. Firestone as Chairman of the Board of Directors ("Board"), expanding the Board to eight directors, and as the Company's Chief Executive Officer, at such time as the aggregate offering proceeds from the exercise of the Existing Warrants, as described above, exceeds $2.5 million, and at which time, Mr. John Miller, the Company's interim Chief Executive Officer, will resume the position of President of the Tobacco Business. Mr. Firestone was appointed as a Class II director.


Mr. Firestone, 65, has over 40 years of enterprise, operations and financial management experience in both public and private companies, with tenures as CEO, CFO and COO across multiple industry sectors. Mr. Firestone most recently served as Chief Financial Officer of Justice Cannabis, Co., a privately-held company operating cannabis cultivations and dispensaries from May 2021 to July 2023. Prior to that, Mr. Firestone served as President and Chief Financial Officer of Cenntro Automotive Group (NASDAQ:CENN), a light commercial EV manufacturer from November 2020 to March 2021 while Centro was preparing for its initial public offering. Mr. Firestone also served as Deputy Chief Financial Officer of Yazaki North America, a privately-held supplier of wire harnesses from July 2020 to November 2020. Prior to that, Mr. Firestone served as the Chief Executive Officer of Eastside Distilling Inc. (NASDAQ:EAST), a craft distiller based in Oregon, from November 2019 to June 2020. Mr. Firestone also served as Executive Vice President and Chief Financial Officer of Akonni Biosystems, a privately-held developer of molecular diagnostic platforms from 2018 to 2019; and as Chairman of FirePower Technology, a privately-held manufacturer of ATX power supplies for the IT and instrumentation markets since 2014. Mr. Firestone has also served as Chief Executive Officer of Qualstar Corporation (NASDAQ: QBAK), Chief Financial Officer of Advanced Energy Industries (NASDAQ: AEIS), and Chief Financial Officer of Applied Films Corporation (NASDAQ: AFCO). He has served on numerous Boards including those of Eastside Distilling, Qualstar, CVD Equipment, Amtech Systems, and Hyperspace Communications. Mr. Firestone received his Bachelor of Science in Business Administration with a concentration in Accounting from Slippery Rock University of Pennsylvania. 


In connection with his appointment, the Compensation Committee (the "Committee") recommended, and the Board approved the following compensation for Mr. Firestone: (i) a base salary of $425,000, and (ii) a cash target bonus of 75% of his base salary, or $319,000, subject to certain performance conditions to be determined by the Committee in its sole discretion, for a total target cash compensation of $744,000. In addition, Mr. Firestone will be eligible to participate in the Company's benefit programs and will be entitled to benefits consistent with those provided to other senior executives of the Company and any other benefits that the Committee may, in its sole discretion, elect to grant him from time to time. As of the date of this Current Report, the Company has not entered into an employment agreement with Mr. Firestone.


Mr. Firestone was appointed as Chief Executive Officer in connection with the warrant inducement offering described above. There are no family relationships between Mr. Firestone and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Cautionary Note Regarding Forward-Looking Statements


Except for historical information, all of the statements, expectations, and assumptions contained in this Current Report are forward-looking statements, including but not limited to our full year business outlook. Forward-looking statements typically contain terms such as "anticipate," "believe," "consider," "continue," "could," "estimate," "expect," "explore," "foresee," "goal," "guidance," "intend," "likely," "may," "plan," "potential," "predict," "preliminary," "probable," "project," "promising," "seek," "should," "will," "would," and similar expressions. Forward-looking statements include, but are not limited to, statements regarding (i) our expectations regarding our future operating expenses, cash flows and business operations, (ii) our expectations regarding the warrant inducement offer, (iii) our expectations regarding our ability to reduce expenses, obtain financing or continue as a going concern, and (iv) our expectations on the timing and completion of the sale of our hemp/cannabis business, including the GVB assets. Actual results might differ materially from those explicit or implicit in forward-looking statements. These forward-looking statements reflect our current views about future events and involve assumptions which may be affected by risks and uncertainties in our business, as well as other external factors, which could cause future results to materially differ from those expressed or implied in any forward-looking statement. These risks include, but are not limited to: (1) those described in Item 2.02 of this Current Report, (2) the conditions to the warrant inducement offering may not be met, and (3) the other risks and uncertainties applicable to the Company and included in the Company's Annual Report on Form 10-K filed on March 9, 2023 and Quarterly Report on Form 10-Q filed May 9, 2023, August 14, 2023 and November 6, 2023. All information provided in this Current Report is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.