0001567619-19-013689.txt : 20190619 0001567619-19-013689.hdr.sgml : 20190619 20190619164423 ACCESSION NUMBER: 0001567619-19-013689 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190610 FILED AS OF DATE: 20190619 DATE AS OF CHANGE: 20190619 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZERCHER MICHAEL CENTRAL INDEX KEY: 0001779921 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36338 FILM NUMBER: 19906485 MAIL ADDRESS: STREET 1: 8560 MAIN STREET STREET 2: SUITE 4 CITY: WILLIAMSVILLE STATE: NY ZIP: 14221 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 22nd Century Group, Inc. CENTRAL INDEX KEY: 0001347858 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 980468420 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9530 MAIN STREET CITY: CLARENCE, STATE: NY ZIP: 14031 BUSINESS PHONE: (716) 270-1523 MAIL ADDRESS: STREET 1: 9530 MAIN STREET CITY: CLARENCE, STATE: NY ZIP: 14031 FORMER COMPANY: FORMER CONFORMED NAME: Touchstone Mining LTD DATE OF NAME CHANGE: 20051222 3 1 doc1.xml FORM 3 X0206 3 2019-06-10 0 0001347858 22nd Century Group, Inc. XXII 0001779921 ZERCHER MICHAEL 8560 MAIN ST., SUITE 4 WILLIAMSVILLE NY 14221 0 1 0 0 Chief Operating Officer Common Stock 56715 D Stock option (right to buy) 1.07 2026-08-24 Common Stock 250000 D Stock option (right to buy) 1.07 2026-08-24 Common Stock 300000 D Stock option (right to buy) 1.07 2026-08-24 Common Stock 100000 D Stock option (right to buy) 1.39 2027-05-24 Common Stock 68000 D Stock option (right to buy) 2.76 2028-03-06 Common Stock 77875 D Includes 54,000 restricted stock units that vest one-third on February 28, 2020, February 28, 2021 and February 28, 2022 and are subject to continued service by the Reporting Person with the Company. 166,667 stock options are currently exercisable, with the remainder exercisable on August 24, 2019. Stock options vest on the attainment of certain milestones. 45,333 stock options are currently exercisable, with the remainder exercisable on April 1, 2020. 25,959 stock options are currently exercisable, with 25,958 stock options exercisable on March 6, 2020 and March 6, 2021. /s/ John J. Wolfel, Attorney-in-Fact for Michael Zercher 2019-06-19 EX-24 2 poa_zercher.htm POWER OF ATTORNEY

 
POWER OF ATTORNEY
 
Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints Michael B. Kirwan and John J. Wolfel, and each or either of them, the undersigned’s true and lawful attorney-in-fact to:
 
1.
 
execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”)), in the undersigned’s capacity as an officer and/or director of 22nd Century Group, Inc. (the “Company”), any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable for the undersigned to file under Section 16(a) (collectively, “Documents”);
 
2.
 
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
3.
 
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact (or such attorney-in-fact’s substitute or substitutes) shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is such attorney-in-fact’s substitute or substitutes assuming, any of the undersigned’s responsibilities to comply with the Exchange Act. The undersigned agrees to defend and hold harmless such attorney-in-fact (and such attorney-in-fact’s substitute or substitutes) from and against any and all loss, damage or liability that such attorney-in-fact may sustain as a result of any action taken in good faith hereunder.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
 
as of this 12th day of June, 2019.
 
 
/s/ Michael Zercher 
 
Signature
Name: Michael Zercher