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.
The SEC filings page for 22nd Century Group, Inc. (Nasdaq: XXII) brings together the company’s official U.S. Securities and Exchange Commission disclosures, offering a detailed view of its capital structure, governance and tobacco harm reduction strategy. For a company built around reduced nicotine combustible products, these filings explain how 22nd Century funds VLN® commercialization, manages regulatory risk and structures shareholder approvals.
Through annual reports on Form 10-K and quarterly reports on Form 10-Q, investors can review narrative and financial information on the VLN® reduced nicotine cigarette platform, the company’s proprietary non-GMO low nicotine tobacco technology, and its focus on tobacco harm reduction. These reports also describe key risks related to FDA regulation, Modified Risk Tobacco Product (MRTP) status, and the proposed Tobacco Product Standard for Nicotine Yield of Cigarettes and Certain Other Combusted Tobacco Products.
Current reports on Form 8-K provide timely updates on material events, including repayment and termination of senior secured credit facilities, settlement of insurance claims, Series A convertible preferred stock terms, warrant amendments, the establishment of an at-the-market equity offering, and exclusive manufacturing agreements for Pinnacle cigarette and moist snuff brands. Proxy statements on Schedule 14A detail stockholder votes on increasing authorized shares, reverse stock split authority, equity incentive plans and other Nasdaq-related approvals.
This page also offers access to insider and capital structure information, including Forms 3, 4 and 5 for insider transactions when available, and registration statements or prospectus supplements related to equity offerings. Stock Titan’s tools layer AI-powered summaries over complex documents such as 10-Ks, 10-Qs, 8-Ks and proxy statements, helping readers quickly identify how financing arrangements, MRTP-related disclosures, and regulatory commentary may affect 22nd Century’s reduced nicotine business. Real-time updates from EDGAR ensure that new filings appear promptly, while AI highlights key terms, conversion features, reverse split proposals and other structural details that matter to XXII shareholders.
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.
22nd Century Group, Inc. registered a shelf prospectus to offer up to $250,000,000 of debt securities, common stock, preferred stock, warrants, subscription rights, securities purchase contracts and units. The prospectus is a shelf (Form S-3) style registration and states that specific terms, prices and amounts will be provided in prospectus supplements.
The document also registers 4,000,000 additional shares of Series B Convertible Preferred Stock and discloses 6,596,462 shares of common stock issuable upon exercise of warrants. Shares outstanding were 721,338 as of March 26, 2026; the prospectus repeats offering mechanics, anti-dilution and conversion terms for Series B securities.
22nd Century Group, Inc. is registering up to $1,840,000 of common stock for sale “from time to time” in an at‑the‑market offering through Needham & Company, LLC under an amended sales agreement that becomes effective upon SEC effectiveness. The Sales Agent will receive a 3.00% commission on gross proceeds; net proceeds will vary with actual sales and market prices. The company reported 721,338 shares of common stock outstanding as of March 26, 2026 and has previously sold 44,381 shares for aggregate proceeds of $0.2 million under a prior ATM program. Use of proceeds is stated as general corporate purposes, including expansion of the VLN® product launch, R&D, IP and working capital.
22nd Century Group, Inc. filed a shelf registration prospectus to offer up to $250,000,000 of various securities, including debt, common stock, preferred stock, warrants, subscription rights, securities purchase contracts and units. The prospectus registers a $1,840,000 at-the-market common stock program under an amended sales agreement with Needham & Company, LLC that becomes effective upon SEC effectiveness.
The company reports 721,338 shares of common stock issued and outstanding as of March 26, 2026, a last reported sale price of $2.94 on March 26, 2026, and a public float calculation of approximately $5.5M (per the document). The prospectus also registers Series B Convertible Preferred Stock, outstanding warrants and equity incentive plan capacity, and discloses standard offering mechanics, transfer and conversion terms, and distribution methods.
22nd Century Group reported fourth quarter and full-year 2025 results showing a smaller loss but lower revenue. Net revenues were $3.5 million in the fourth quarter and $17.6 million for 2025, down from $4.0 million and $24.4 million in 2024 as contract manufacturing volumes declined.
For 2025, the company posted a net loss from continuing operations of $13.1 million, improved from a $15.5 million loss in 2024, while Adjusted EBITDA loss narrowed to $10.2 million from $13.1 million. Including income from discontinued operations, total net loss was $5.1 million versus $15.2 million a year earlier.
The company emphasized a strategic shift toward higher-margin proprietary VLN branded products and partner brands, with VLN and related products now authorized in up to 48 U.S. states across various labels. It ended 2025 with $7.1 million in cash, inventories of $4.3 million, and no long-term debt, after eliminating over $8.0 million of legacy debt and securing a $9.5 million insurance settlement related to a 2022 facility fire.
22nd Century Group, Inc. files its annual report describing a niche tobacco business built around VLN® reduced-nicotine cigarettes, the only combustible products with FDA Modified Risk Tobacco Product orders. The company leases a North Carolina factory capable of producing more than 45 million cartons annually and also does contract manufacturing.
Management discloses a long history of losses, negative cash flow and “substantial doubt” about its ability to continue as a going concern, with approximately $3.8 million of cash and cash equivalents as of March 20, 2026. It depends heavily on raising additional capital, and warns it may need to liquidate assets, curtail operations or seek bankruptcy protection if funding is unavailable.
The report highlights significant regulatory and competitive risk: operations rely on FDA marketing and MRTP orders for its very low nicotine cigarettes, with current exposure‑modification authority expiring in December 2026 and an extension request submitted in 2025. As of June 30, 2025, aggregate market value of common stock was about $3.5 million, with 662,023 shares outstanding on March 20, 2026 and only 32 employees, underscoring the company’s small scale, Nasdaq listing vulnerability and potential dilution from outstanding warrants and convertible preferred shares.
22nd Century Group, Inc. is registering securities in connection with a $20.0 million registered direct offering of newly designated Series B Convertible Preferred Stock and accompanying warrants.
The registration covers up to 28,011,204 shares of Common Stock issuable upon conversion of the Series B Preferred Stock using the floor conversion price of $0.714 per share, and up to 5,602,244 shares of Common Stock issuable upon exercise of the Warrants; combined underlying shares total up to 33,868,491.
The offering comprises 20,000 shares of Series B Preferred Stock (stated value $1,000 per share), initially convertible at $3.57 per share (alternative conversion at a 15% discount to the lowest 20-day VWAP), and Warrants exercisable at $3.57 for 5 years. An Initial Closing will deliver ~16,000 Series B shares (with ~4,481,795 accompanying Warrants) and a conditional Second Closing would deliver the remaining 4,000 Series B shares (and ~1,120,449 accompanying Warrants) subject to specified equity-price and volume conditions. Stockholder approval was obtained at the February 20, 2026 Special Meeting.