XXII 22nd Century Group Inc

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

On June 15, 2022, 22nd Century Group, Inc. (the “Company”) announced the appointment of R. Hugh Kinsman as its Chief Financial Officer, effective immediately. A copy of the press release announcing the appointment is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Mr. Kinsman, age 55, was serving as Chief Financial Officer of GVB Biopharma, a newly acquired wholly-owned subsidiary of the Company, and served in this role since March, 2020. Since 2017, Mr. Kinsman has served as a Director at TerraNova Capital Partners, a boutique investment banking firm, where he has served as CFO of several portfolio companies including iQ International, a leading manufacturer and distributor of highly efficient lead acid batteries for the global automotive and storage markets from 2017 to 2020. Previously, Mr. Kinsman served as a member of the Structured Finance group at GE Capital (NYSE: GE). Mr. Kinsman was also a senior accountant at Asher & Company, CPAs (now BDO).

Mr. Kinsman received his B.S. in Finance from Pennsylvania State University and his Masters in Business Administration from Cornell University.

There are no family relationships between Mr. Kinsman and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. Kinsman that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Kinsman entered into an employment agreement with the Company for a term of three years. Pursuant to the employment agreement, Mr. Kinsman will earn an initial base salary of $290,000 and shall be eligible for future cash bonuses and awards of performance units as a percentage of base salary based on the achievement of performance targets to be established by the Company. If Mr. Kinsman’s employment is terminated by the Company without Cause, then he will be entitled to a severance benefit in the form of a continuation of his then-base salary for a period of 12 months (plus continuing health care coverage during such period). The description of the employment agreement above is qualified by reference to the form of employment agreement, which is attached hereto as Exhibit 10.1.

Richard Fitzgerald, the Company’s former CFO, was permanently separated from the Company on June 13, 2022, in connection with the hiring of Mr. Kinsman as CFO.