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 securities purchase agreement for a registered direct offering of up to $20 million of Series B Convertible Preferred Stock and warrants. Investors will initially purchase approximately $16.0 million, with a potential additional $4.0 million within one year, subject to conditions.
The Series B Preferred Stock converts into common stock at a fixed price of $3.57 or, at the holder’s option, at a 15% discount to the lowest 20‑day VWAP, both subject to a floor tied to Nasdaq’s minimum price. Warrants are immediately exercisable at $3.57 for five years, with full 100% warrant coverage.
The company expects to use proceeds primarily to repurchase $9.65 million of existing Series A Convertible Preferred Stock at par and for working capital, leaving anticipated net cash from the initial close of about $5.7 million after fees and the repurchase. The new Series B Preferred includes tight limits on new debt and senior securities, redemption at 110% of stated value after six months, and a 4.99% or 9.99% beneficial ownership cap on conversions.
22nd Century Group reported preliminary, unaudited results for the fourth quarter and full year 2025. The company expects Q4 2025 net revenue of about $3.6 million, down from $4.0 million in Q3, and full-year 2025 revenue of roughly $17.6 million versus $24.4 million in 2024.
Total cartons shipped were about 0.3 million in Q4 compared with 0.5 million in Q3, and 2.1 million for 2025, flat with 2024. The company expects a Q4 gross loss of around $0.8 million and operating loss of $2.8 million, with full-year gross loss of $3.1 million and operating loss of $11.6 million, narrower than 2024.
Net loss from continuing operations is expected to be about $2.8 million for Q4 and $13.1 million for 2025, both improved versus 2024. Year-end cash was $7.1 million and the company had no long-term debt. Inventory increased to $4.3 million from $2.0 million at Q3 end, reflecting the 2025 reduced-nicotine tobacco harvest. The company highlights its VLN® and Partner VLN® product expansion and plans to release final audited results by March 31, 2026. A 2026 special meeting of stockholders was also held, with several proposals receiving stockholder votes.
22nd Century Group, Inc. received a Schedule 13G showing that Anson Funds–related entities collectively own 763,212 shares of its common stock, equal to 9.9% of the class as of the event date. The stake is held through one or more private funds advised by Anson Funds Management LP and Anson Advisors Inc., with voting and investment power shared among Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam. The ownership percentage is based on 7,652,661 shares outstanding reported in the company’s definitive proxy statement filed on December 30, 2025. The filers certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
22nd Century Group, Inc. investor Gregory Castaldo reports that he no longer beneficially owns any shares of the company’s common stock. The amended Schedule 13G/A shows 0.00 shares beneficially owned, representing 0.0% of the class, with no sole or shared voting or dispositive power.
The filing also confirms that any past holdings were not acquired or held to change or influence control of 22nd Century Group, but instead under circumstances consistent with a passive investment status.
22nd Century Group, Inc. common stock ownership reported by Jonathan Schechter has fallen to zero in this amended Schedule 13G. The filing shows he beneficially owns 0.00 shares, representing 0.0% of the company’s common stock. He also reports no sole or shared voting or dispositive power over any shares.
The amendment states that his holdings are now below the 5% reporting threshold and confirms that the securities referenced were not acquired or held to change or influence control of the company, consistent with a passive ownership posture.
22nd Century Group, Inc. received an amended Schedule 13G filing showing that former reporting holders Joseph Reda and SEG Opportunity Fund, LLC now report 0 shares of common stock beneficially owned, representing 0.0% of the class.
Both parties report no sole or shared voting or dispositive power over any shares and certify that the securities previously reported were not acquired or held to change or influence control of the company. The amendment formally reflects their status as owning 5% or less of the outstanding common stock.
22nd Century Group, Inc. approved a 1-for-15 reverse stock split of its common stock to help restore compliance with Nasdaq Capital Market continued listing standards. The split becomes effective at 12:01 a.m. Eastern Time on January 26, 2026, when shares will begin trading on a split-adjusted basis under the same ticker, XXII, but with a new CUSIP 90137F608.
Each stockholder’s total shares will be divided by 15, and any fractional share will be rounded up to one whole post-split share, with no cash paid. As of January 22, 2026, there were 7,652,661 shares of common stock outstanding; following the split there will be approximately 510,177 shares outstanding, while the authorization remains at 500,000,000 shares. The company states that ownership percentages and voting power remain virtually unchanged aside from minor rounding, and all options, warrants, and Series A preferred stock will be adjusted to reflect the new share ratio.
22nd Century Group, Inc. called a Special Meeting on February 20, 2026 to ask stockholders to approve several capital structure changes. The main item is a reverse stock split of common shares at a ratio between 1‑for‑2 and 1‑for‑200, without reducing authorized shares, aimed at helping the company meet Nasdaq’s $1.00 minimum bid price requirement. At 7,652,661 shares outstanding as of December 30, 2025, this could reduce outstanding shares to as few as 38,264, increasing the number of unissued shares available for future use.
Stockholders are also being asked to approve provisions of the existing Series A Convertible Preferred Stock and an amendment to 10,028,302 August 2025 warrants that add anti‑dilution adjustments. These changes could allow issuances of more than 19.99% of the current common stock at prices below Nasdaq’s Minimum Price, and a failure to approve the Series A provisions could trigger cash redemption of that preferred stock. A fourth proposal would pre‑approve a potential future offering of up to $20 million of new convertible preferred stock and related warrants on similar terms, and a fifth proposal would allow adjournment of the meeting to gather additional votes.
22nd Century Group, Inc. entered into an Omnibus Amendment and Waiver with holders of its Series A Convertible Preferred Stock. The changes extend the stockholder approval deadline to February 23, 2026 and require the company to seek approval for a reverse stock split to comply with Nasdaq listing rules.
The company will also seek stockholder approval for a new securities offering of up to $20 million on terms substantially similar to the existing preferred stock and warrants. Until stockholder approval, sales under the ATM facility are limited to a minimum price of $2.00 per share, with no ATM sales allowed if approval is not obtained by the deadline until it is later secured. Subject to approval, the board may reduce the preferred conversion price and add an alternative conversion feature at 85% of the lowest VWAP over any of the twenty trading days before conversion, and the warrants will receive additional anti-dilution adjustments.
22nd Century Group (XXII) director Andrew Arno reported equity awards. On 11/10/2025, he acquired 17,295 shares of common stock for $0, described as restricted stock units that vest 1/3 each on November 10, 2026, 2027, and 2028, subject to continued service. He also received a non‑qualified stock option for 51,888 shares at an exercise price of $1.27, expiring 11/10/2035, vesting 1/3 annually on the grant anniversary.
Following the reported transactions, common stock beneficially owned was 17,481 shares, held directly. The filing also lists an existing option for 553 shares at $46.23, expiring 03/10/2035. Share amounts reflect a 1‑for‑23 stock split effective June 20, 2025.