22nd Century Announces 1-for-135 Reverse Stock Split

Rhea-AI Summary

22nd Century Group (NASDAQ: XXII) announced a 1-for-135 reverse stock split effective December 17, 2024, aimed at regaining compliance with Nasdaq's minimum bid price requirement of $1.00 per share. The company's outstanding common stock will be consolidated to approximately 504,000 shares and will continue trading under the symbol 'XXII' with a new CUSIP number.

CEO Lawrence Firestone highlighted significant operational improvements and balance sheet changes made over the past year. The company is implementing a new VLN strategy including private label brands and projects achieving EBITDA profitability as early as Q1 2025. The company has already regained compliance with Nasdaq's shareholders' equity requirement.

Positive

• Projected EBITDA profitability by Q1 2025
• Regained compliance with Nasdaq's shareholders' equity requirement

Negative

• Implementation of 1-for-135 reverse stock split to avoid delisting
• Stock price fallen below $1.00 minimum bid requirement

Insights

Financial Analyst

This 1-for-135 reverse stock split is a concerning development that signals significant financial distress. The extreme ratio suggests severe share price deterioration, as most reverse splits typically range from 1:10 to 1:20. With the stock trading well below $1, this maneuver is clearly a last-ditch effort to maintain Nasdaq listing compliance. While management projects EBITDA profitability by Q1 2025, the dramatic consolidation of shares to just 504,000 outstanding raises serious liquidity concerns. The company's tiny $3.5M market cap and need for such an extreme reverse split indicates substantial challenges ahead. Even if the split successfully lifts the share price above $1, the underlying business fundamentals and market perception remain unchanged, often leading to continued downward pressure post-split.

Mocksville, North Carolina--(Newsfile Corp. - December 13, 2024) - 22nd Century Group, Inc. (NASDAQ: XXII), a tobacco products company that is leading the fight against nicotine and believes smokers should have a choice about their nicotine consumption, today announced that it will effect a reverse stock split of its outstanding shares of common stock, par value $0.00001 per share (the "Common Stock"), at a ratio of 1-for-135, to be effective as of December 17, 2024. The reverse stock split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on Nasdaq.

Lawrence Firestone, Chief Executive Officer said, "Over the past year since joining the Company, we have made significant changes which have improved our operating model and balance sheet. We are moving quickly to activate our new VLN strategy which includes deploying private label VLN brands. We are on track to become EBITDA profitable as early as the first quarter of 2025. With our operating improvements and recent actions, we recently regained compliance with the shareholder's equity requirement, and this last step will enable us to regain compliance with the Nasdaq minimum bid price requirement as we continue to work toward creating long-term shareholder value."

22nd Century Common Stock will begin trading on a reverse stock split-adjusted basis at the opening of The Nasdaq Capital Market ("Nasdaq") on Tuesday, December 17, 2024. Following the reverse stock split, the Common Stock will continue to trade on Nasdaq under the symbol "XXII" with the new CUSIP number, 90137F400.

The reverse stock split will consolidate the number of issued and outstanding shares of the Company's common stock to approximately 504,000.

About 22nd Century Group, Inc.

22nd Century Group is the pioneering nicotine harm reduction company in the tobacco industry enabling smokers to take control of their nicotine consumption.

We created our flagship product, the VLN® cigarette, to give traditional cigarette smokers an authentic and familiar alternative that helps them take control of their nicotine consumption. VLN® cigarettes have 95% less nicotine than the traditional cigarette and have been proven to greatly reduce nicotine consumption. Instead of offering new ways of delivering nicotine to addicted smokers, we offer smokers the option to take control of their nicotine consumption and make informed and more productive choices, including the choice to avoid addictive levels of nicotine altogether.

Our wholly owned subsidiaries include a leading cigarette manufacturer that produces all VLN® products and provides turnkey contract manufacturing for other tobacco brands both domestically and internationally. The 60,000 square foot facility in Mocksville, North Carolina has the capacity to produce more than 45 million cartons of combusted tobacco products annually with additional space for expansion.

Our proprietary reduced nicotine tobacco blends are made possible by comprehensive and patented technologies that regulate nicotine biosynthesis activities in the tobacco plant, resulting in full flavor and high yield with 95% less nicotine. Our extensive patent portfolio has been developed to ensure we have the only low nicotine combustible cigarette in the United States and critical international markets. Our mission is to sell the last cigarette before the 22nd Century.

VLN® and Helps You Smoke Less® are registered trademarks of 22nd Century Limited LLC.

Learn more at xxiicentury.com, on X (formerly Twitter), on LinkedIn, and on YouTube.

Learn more about VLN^® at tryvln.com.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this press release 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 cost reduction initiatives, (ii) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations, (iii) our financial and operating performance and (iv) our expectations for our business interruption insurance claim. Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause actual results to differ materially are set forth in "Risk Factors" in the Company's Annual Report on Form 10-K filed on March 28, 2024, and in the Company's Quarterly Reports filed on May 15, 2024, August 13, 2024 and November 11, 2024. All information provided in this release 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.

Investor Relations & Media Contact
Matt Kreps
Investor Relations
22nd Century Group
mkreps@xxiicentury.com
214-597-8200

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/233617

FAQ

When will XXII's 1-for-135 reverse stock split take effect?

The reverse stock split will take effect on December 17, 2024, when trading begins on The Nasdaq Capital Market.

How many shares will XXII have outstanding after the reverse split?

Following the reverse stock split, XXII will have approximately 504,000 shares of common stock outstanding.

When does XXII expect to achieve EBITDA profitability?

22nd Century Group expects to become EBITDA profitable as early as the first quarter of 2025.

Will XXII's stock symbol change after the reverse split?

No, the stock will continue trading under the symbol 'XXII' but with a new CUSIP number: 90137F400.

What is the purpose of XXII's reverse stock split?

The reverse stock split is intended to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share for continued listing.