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, 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.
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.