Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2021, 22ndCentury Group, Inc. (the “Company”) and KeyGene N.V.
(“KeyGene”) entered into a First Amended and Restated Framework Collaborative
Research Agreement (the “Amended Agreement”) which amends and restates the terms
of that certain Framework Collaborative Research Agreement entered into between
the two companies on April 3, 2019 (the “FCRA”), under which KeyGene agreed to
work exclusively with the Company with respect to the Cannabis Sativa L. plant
and all uses thereof (the “Field”). The Amended Agreement provides for certain
strategic business term modifications to the FCRA, including: (i) a 3-year
extension of the agreement term, from first-quarter 2024 to first-quarter 2027,
and preserves the Company’s option for an additional 2-year extension, now
through first-quarter 2029; (ii) the addition of a framework and exclusivity
guidelines for a future Master Development Agreement related to other plant
varieties; (iii) changes to the Company’s payment schedule, including a
reduction in the Company’s required spend on cannabis research in the first
quarter of 2021, allowance for royalty payments and consulting fees paid to
KeyGene to serve as a credit against the Company’s required annual spend to
maintain exclusivity in the Field, and allowing for a portion of the Company’s
annual research spend to be shifted into plant research outside of the Field
while still maintaining exclusivity in the Field; and (iv) the establishment of
an Executive Committee, comprised of members from both the Company and KeyGene,
to focus on strategic development of the research partnership. The foregoing
description of the Agreement is summary in nature and is qualified in its
entirety by reference to the full and complete terms of the Agreement, a copy of
which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q
for the second quarter ended June 30, 2021.
Item 7.01. Regulation FD Disclosure.
On May 4, 2021, the Company issued a press release announcing the matter
described above. The Company is furnishing a copy of such press release as
Exhibit 99.1 hereto, which is incorporated by reference herein.
Item 9.01(d): Financial Statements and Exhibits.
Exhibit 99.1 Press Release, dated May 4, 2021.
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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