Welcome to our dedicated page for 22Nd Century SEC filings (Ticker: XXII), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
22nd Century Group Inc.'s SEC filings document a tobacco products company centered on reduced-nicotine technology, VLN cigarette commercialization and public-company capital structure. Recent 8-K reports furnish operating results and business updates covering VLN distribution, branded tobacco products, contract manufacturing activity and financial condition.
The filings also record financing and governance matters, including common stock sales agreement disclosures, proxy materials, shareholder voting, Series A Convertible Preferred Stock matters, warrant amendments and Nasdaq-related capital actions. The company's material-event reports document a completed reverse stock split, security-holder rights changes, exhibits, XBRL cover data and formal board and stockholder actions under its Nevada corporate structure.
22nd Century Group is asking shareholders at a Special Meeting to approve a board-authorized reverse stock split at a ratio between 1-for-2 and 1-for-200, plus several Nasdaq-related financing items. The proposals include approval of 3,019,586 inducement warrants exercisable at an adjusted price of $6.32, a potential $20 million preferred-stock-and-warrant offering, and a potential $10 million common-stock-and-warrant offering.
The board may abandon the Reverse Split or choose any ratio within the stated range during the Authorized Period. The Reverse Split is stated to be intended to address Nasdaq minimum bid-price compliance. The proxy discloses current outstanding common shares of 516,328 as of June 12, 2026.
22nd Century Group, Inc. registers up to 3,019,586 shares of common stock issuable upon exercise of outstanding warrants for resale by the listed selling stockholders.
The prospectus states these are resale shares only: the Company will not receive proceeds from secondary sales but would receive proceeds if warrants are exercised for cash. The filing discloses selling holders, plan of distribution methods, Nasdaq listing ("XXII") and an as-of closing price of $6.32 per share on June 11, 2026.
22nd Century Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 11, 2026.
Director nominee Lucille Salhany received 1,163,869 votes for and 34,794 votes withheld, with no broker non-votes reported.
Two additional proposals were voted on. One proposal received 1,160,325 votes for, 37,053 against and 1,285 abstentions. Another proposal received 1,191,342 votes for, 7,051 against and 270 abstentions, with no broker non-votes indicated for either proposal.
22nd Century Group, Inc. amended a recent current report to correct the stated exercise price of its Inducement Warrants to $3.57 per share. The company has launched a warrant inducement with holders of warrants to purchase up to 5,345,591 common shares, temporarily allowing cash exercises of these Existing Warrants at a reduced price of $0.4626 in exchange for new Inducement Warrants.
The company received approximately $462,800 in gross cash proceeds and redeemed $2,010,000 (2,010 shares) of Series B Convertible Preferred Stock, leaving 8,050 Series B shares outstanding. Separately, 22nd Century approved a 1-for-20 reverse stock split, effective June 12, 2026, reducing common shares outstanding from 10,326,551 to approximately 516,328 while keeping authorized common shares at 500,000,000.
22nd Century Group, Inc. launched a warrant inducement with holders of warrants for up to 5,345,591 common shares at a $3.57 exercise price. Holders agreed to exercise all these warrants for cash, and in return receive new Inducement Warrants with a reduced $0.4626 exercise price, issuable after stockholder approval and exercisable for five years. The company received about $462,800 in cash and redeemed $2,010,000, or 2,010 shares, of its Series B Convertible Preferred Stock, leaving 8,050 Series B shares outstanding. The Inducement Warrants include ownership caps of 4.99% or 9.99% and anti-dilution protections, and the company plans to register the resale of underlying shares. Separately, the board and stockholders approved a 1-for-20 reverse stock split, effective June 12, 2026, to regain Nasdaq Capital Market compliance. Shares outstanding will decrease from 10,326,551 to approximately 516,328, while the 500,000,000 authorized common shares and each holder’s proportional ownership remain effectively unchanged aside from rounding.
22nd Century Group, Inc. reported a first‑quarter 2026 net loss of $3.3 million, compared with a $4.3 million loss a year earlier. Revenue from tobacco products fell to $4.1 million from $6.0 million, mainly due to lower contract manufacturing volumes, while gross margin remained negative.
Operating expenses increased to $2.4 million, widening the operating loss from continuing operations to $3.0 million. The company closed a $16.0 million Series B convertible preferred stock and warrant financing, using $9.7 million to redeem Series A preferred. Despite ending the quarter with $9.5 million in cash and higher working capital, management states there is substantial doubt about the company’s ability to continue as a going concern without additional capital or major cost reductions.
22nd Century Group reported first quarter 2026 results, highlighting progress in its low-nicotine VLN® tobacco strategy while remaining unprofitable. Net revenues were $4.1 million, down from $6.0 million a year earlier, reflecting lower contract manufacturing volumes and a transition toward higher-margin VLN® and natural-style products.
The company posted a gross loss of $0.6 million, an operating loss of $3.0 million, and an overall net loss of $3.3 million. Adjusted EBITDA loss was $2.6 million. 22nd Century ended the quarter with $9.5 million in cash and cash equivalents, no long-term debt reported on the balance sheet, and $4.3 million of inventories including reduced-nicotine tobacco leaf.
Management is emphasizing commercial expansion of VLN® reduced-nicotine cigarettes and related products. Pinnacle VLN® is now available in over 2,000 stores across 20 states, and the company is targeting more than 5,000 retail outlets by the end of 2026. It is also pursuing licensing of its FDA-authorized low-nicotine technology, expanding its Premarket Tobacco Product Application (PMTA) portfolio, and prototyping new formats such as 100mm VLN® cigarettes and filtered cigars to broaden its harm-reduction product lineup.
22nd Century Group, Inc. entered into a material arrangement by filing a prospectus supplement that permits it to sell up to $6,400,000 of common stock under its sales agreement with Needham & Company, LLC. As of the prospectus supplement date, the Company had sold $0 of common stock under this program in the prior 12 months, so the full $6,400,000 remains available. The Company reported 4,455,649 shares of common stock outstanding as of May 1, 2026.
XXII Holdings, Inc. is registering the offer and sale of up to $6,400,000 of its common stock under an amended Sales Agreement with Needham & Company, LLC.
The shares will be sold from time to time through the Sales Agent pursuant to the prospectus supplement dated April 10, 2026, and this supplement amends Prospectus Supplement No. 1. Shares outstanding were 4,455,649 as of May 1, 2026.
22nd Century Group, Inc. is asking stockholders to vote at its 2026 Annual Meeting on June 11, 2026 in El Paso, Texas. Holders of common stock as of May 1, 2026, when 1,106,375 shares were outstanding, are entitled to one vote per share.
Investors will vote on three items: electing Lucille S. Salhany to the Board until 2029, an advisory “say on pay” approval of 2025 executive compensation, and ratifying WithumSmith+Brown PC as independent auditor for 2026. The Board recommends voting “FOR” all three proposals.
The proxy describes a pay program linking executive compensation to performance. For 2025, base salaries included $425,000 for CEO Lawrence D. Firestone, but no annual cash bonuses were earned. Instead, executives received long-term equity awards in stock options and restricted stock units that vest over three years.
New employment agreements signed in November 2025 provide severance and COBRA benefits if executives are terminated without cause or resign for good reason, with higher payouts following a change of control. The filing also outlines board structure, committee responsibilities, and independence, along with 2025 audit fees of $290,833 paid to Withum.