Item 5.02: Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On November 15, 2021, 22nd Century Group, Inc. (the "Company") appointed Richard
Fitzgerald as its Chief Financial Officer, effective immediately. Mr. Fitzgerald
succeeds John Franzino, the Company's previous Chief Financial Officer, who has
transitioned to Chief Administrative Officer where he will be responsible for
further developing the Company's business processes and leading the Company's
financial planning and analysis, operational finance, human resources, and
information technology functions. A copy of the press release announcing the
transition is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Mr. Fitzgerald, age 58, currently is serving as Chief Financial Officer and
Secretary of CleanTech Acquisition Corp, (Nasdaq: CLAQU), a SPAC focused on the
CleanTech sector, since February of 2021. Mr. Fitzgerald recently served as
Chief Financial Officer at Immunome, Inc. (Nasdaq: IMNM) a novel immunology
therapeutics company that completed its IPO and Nasdaq listing in October 2020.
Previously, Mr. Fitzgerald served as Chief Financial Officer for both Sesen Bio
(Nasdaq: SESN), a late-stage clinical company advancing fusion protein
therapies, and PAVmed Inc. (Nasdaq: PAVM), where he successfully completed the
company's IPO and Nasdaq listing. Mr. Fitzgerald has also held senior financial
positions at TechPrecision Inc. (OTCBB: TPCS), Nucleonics Inc. (sold to Alnylam
Pharmaceuticals Inc. (Nasdaq: ALNY)), and Exelon Corporation (NYSE: EXC). Mr.
Fitzgerald received his B.S. in Business Administration and Accounting from
Bucknell University. He previously served as Co-Chair of the Biotechnology
Innovation Organization's CFO/Tax Committee, which lobbied for capital markets
and tax reforms in support of the life science industry. Mr. Fitzgerald is a
member of the American and Pennsylvania Institutes of Public Accounting and a
current Board member of the Bucknell University Alumni Association Board of
Directors and serves on the Finance Committee of FORCE BLUE TEAM.ORG.
There are no family relationships between Mr. Fitzgerald 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. Fitzgerald that would require disclosure under Item 404(a) of
Regulation SK.
Mr. Fitzgerald entered into an employment agreement with the Company for a term
of three years. Pursuant to the employment agreement with Richard Fitzgerald,
Mr. Fitzgerald will earn an initial base salary of $325,000 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. As a one-time inducement, the Company agreed to an up front
award of $75,000. If Mr. Fitzgerald's employment is terminated by the Company
without Cause or by such executive for Good Reason (as such terms are defined in
the employment agreement), 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.
Item 9.01(d): Financial Statements and Exhibits.
Exhibit Employment Agreement between the Company and Richard Fitzgerald dated
10.1 November 15, 2021.
Exhibit Press Release
99.1
Exhibit Cover Page Interactive Data File - The cover page XBRL tags are embedded
104 within the inline XBRL document
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22ND CENTURY GROUP, INC. 
