22Nd Century SEC Filings

22nd Century Group (XXII) executive Robert P. Manfredonia reported equity awards dated 11/10/2025.

He received 32,429 shares of common stock at $0 pursuant to restricted stock units that vest 1/3 on November 10, 2026, 2027, and 2028. He was also granted 97,288 stock options with a $1.27 exercise price, vesting 1/3 annually per grant terms. Following these transactions, he directly owned 33,062 shares and held 1,900 options with a $46.23 exercise price expiring 03/10/2035. Share counts reflect a 1-for-23 split effected June 20, 2025.

22nd Century Group (XXII) reported an insider equity grant. The company’s VP and Deputy General Counsel acquired 37,146 shares of common stock at $0 on 11/10/2025, reflecting a restricted stock unit award that vests one-third annually on November 10, 2026, 2027, and 2028, subject to continued service.

The officer also received a stock option for 111,439 shares at an exercise price of $1.27, expiring 11/10/2035, vesting one-third per year on the grant anniversary. Beneficial ownership after the report was 37,871 shares (direct). Counts reflect the issuer’s 1-for-23 stock split effective June 20, 2025. An earlier option for 2,176 shares at $46.23 expiring 03/10/2035 is also listed.

22nd Century Group, Inc. (XXII) reported an insider equity award for its Vice President of Manufacturing Operations. On November 10, 2025, the officer acquired 32,429 shares of common stock in the form of restricted stock units at a price of $0 per share, increasing direct holdings to 33,062 shares. These restricted stock units vest in three equal installments on November 10, 2026, 2027 and 2028, subject to continued service with the company.

On the same date, the officer also received a stock option to buy 97,288 shares of common stock at an exercise price of $1.27 per share, expiring on November 10, 2035, vesting one-third each year on the anniversary of the grant date, subject to continued service. An additional previously granted stock option for 1,900 shares at an exercise price of $46.23, expiring on March 10, 2035, remains directly held.

22nd Century Group (XXII) reported an insider equity award for a director on 11/10/2025. The filing shows an acquisition of 11,006 restricted stock units at a stated price of $0. Following the transaction, the reporting person held 11,114 shares directly.

The director also received a non‑qualified stock option for 33,020 shares with a $1.27 exercise price, expiring 11/10/2035, and holds an existing option for 322 shares at $46.23 expiring 03/10/2035. The RSUs vest 1/3 per year on November 10, 2026, 2027, and 2028, and options vest 1/3 annually on the grant anniversary, all subject to continued service. Share amounts reflect a 1‑for‑23 stock split effective June 20, 2025.

22nd Century Group, Inc. (XXII) reported that its Chief Financial Officer received new equity awards. On November 10, 2025, the officer acquired 37,146 shares of common stock in the form of restricted stock units at a price of $0. These units vest in three equal installments on November 10, 2026, 2027, and 2028, conditioned on continued service with the company.

Following this transaction, the officer beneficially owns 37,871 shares of common stock, reflecting adjustment for a 1-for-23 reverse stock split that took effect on June 20, 2025. The officer was also granted a stock option for 111,439 shares at an exercise price of $1.27 per share, expiring November 10, 2035, vesting one-third per year on the grant anniversary. An additional existing option covers 2,176 shares at an exercise price of $46.23, expiring March 10, 2035.

22nd Century Group (XXII) reported an insider equity grant for director David N. Keys. On 11/10/2025, he acquired 12,578 shares of common stock at $0, reported as restricted stock units that vest one-third on November 10, 2026, 2027, and 2028. Following the transaction, he beneficially owned 14,696 shares directly.

He was also granted a stock option for 37,737 shares at $1.27, expiring 11/10/2035, vesting one-third annually on the grant anniversary, and he holds a prior option for 6,357 shares at $2.01 expiring 03/10/2035.

22nd Century Group (XXII) launched an at‑the‑market offering of up to $25,000,000 in common stock through Needham & Company, which may act as agent or principal. Shares may be sold from time to time on Nasdaq or other methods permitted by law, with no minimum amount required to close. The Sales Agent will receive a 3.00% commission on gross proceeds.

The company plans to use any net proceeds for general corporate purposes, including expanding the VLN® reduced‑nicotine cigarette rollout, research and development, intellectual property, and working capital. Common stock outstanding was 6,987,290 shares as of November 3, 2025.

The filing notes sale parameters tied to the Series A Convertible Preferred Stock: ATM sales on a trading day are limited to up to 5% of daily volume if the stock trades above 125% of the Conversion Price, and up to 10% if above 150%. Illustrative dilution math shows, at an assumed price of $1.55 per share, as‑adjusted net tangible book value would be $1.69 per share, based on $25,000,000 in gross proceeds and offering expenses.

22nd Century Group (NASDAQ: XXII) reported Q3 2025 revenue of $4.0 million, down from $5.9 million a year ago. The quarter showed a gross loss of $1.1 million and an operating loss of $3.2 million. After other expense, loss from continuing operations was $3.8 million. The company recorded net income of $5.5 million, primarily due to $9.3 million of income from discontinued operations.

For the nine months, revenue was $14.1 million versus $20.4 million last year, with a $10.3 million loss from continuing operations and a $2.2 million net loss overall. Operating cash outflow was $10.5 million, and cash stood at $4.8 million at quarter-end. Management stated there is substantial doubt about the company’s ability to continue as a going concern.

On the balance sheet, total assets were $32.4 million and shareholders’ equity $18.4 million. The company fully repaid and terminated its Senior Secured Credit Facility on September 18, 2025, including $3.79 million of principal paid between August 29 and September 18, a $28 thousand prepayment penalty, and $416 thousand extinguishment charges, leaving no long‑term debt. Mezzanine equity included Series A preferred of $2.7 million. As of October 31, 2025, common shares outstanding were 6,987,290.

22nd Century Group (XXII) established a $25,000,000 at-the-market (ATM) offering with Needham & Company as sales agent, allowing the company to issue and sell common stock from time to time under its effective S-3. The company plans to use any net proceeds for general corporate purposes, including expanding its VLN reduced nicotine cigarettes through partner brands, R&D, intellectual property, and working capital.

The Sales Agent will receive a 3.00% commission on gross proceeds, and the company will reimburse up to $100,000 in legal fees for establishing the ATM and $10,000 per periodic update. Sales may be suspended at any time, and the agreement ends when all covered shares are sold or upon permitted termination.

Separately, the company furnished a quarterly earnings release and entered executive employment agreements. The CEO’s current base salary is $425,000 with severance of 1.5x salary plus target bonus (or 2.5x during a Change of Control employment period); the CFO’s current base salary is $315,000 with 1.0x (or 1.5x during such period). COBRA continuation is 18 months for the CEO and 12 months for the CFO.