22nd Century Expands Product Portfolio with Major Tobacco Manufacturing Contract

Rhea-AI Filing Summary

22nd Century Group (XXII) has entered into a significant Master Services Agreement with an existing customer, expanding their manufacturing partnership. The new five-year exclusive agreement represents a substantial expansion of their previous supply relationship.

Key aspects of the agreement include:

• Exclusive manufacturing rights for four existing Pinnacle cigarette brands currently in retail distribution
• Rights to manufacture up to seven new products, including three low nicotine SKUs, two natural style brands, and two moist snuff products
• Royalty payment structure to Customer for each carton manufactured and sold to distributors

This strategic agreement strengthens 22nd Century Group's position in the tobacco manufacturing sector and expands their product portfolio beyond their previous cigarette-only supply arrangement. The agreement's details will be fully disclosed in the company's upcoming Annual Report.

Positive

• Secured exclusive 5-year manufacturing agreement for Pinnacle brands, expanding beyond current production scope
• Agreement includes expansion into new product categories: 3 low nicotine SKUs, 2 natural style brands, and 2 moist snuff products
• Enhanced partnership with existing customer demonstrates strong business relationship and potential for long-term revenue growth

Negative

• Company must pay royalties to Customer for manufactured cigarettes, which could impact profit margins

Insights

Tobacco Industry Analyst

22nd Century secures exclusive 5-year manufacturing agreement for Pinnacle brands, expanding beyond current production into new product categories.

The filing reveals 22nd Century Group has significantly upgraded its relationship with an existing customer through a new Master Services Agreement that makes them the exclusive manufacturer of the customer's Pinnacle cigarette and moist snuff brands for five years. This represents a substantial expansion from their previous supply agreement, which was limited to current cigarette styles.

The new agreement encompasses four existing Pinnacle cigarette brands plus potential for up to seven new product SKUs - including three low-nicotine variants, two natural-style brands, and two moist snuff products. This product diversification is particularly strategic as it extends 22nd Century's manufacturing footprint into the smokeless tobacco category while leveraging their expertise in reduced-nicotine products.

The five-year exclusivity term provides meaningful revenue visibility and strengthens 22nd Century's position in contract manufacturing. Under the royalty structure, 22nd Century will pay the customer for each cigarette carton manufactured and sold to distributors, suggesting the company maintains distribution rights and potentially higher margins than a typical contract manufacturing arrangement. This agreement appears designed to deepen the partnership while creating additional revenue streams through new product categories.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2025

22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-36338		98-0468420
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

321 Farmington Rd, Mocksville, North Carolina		27028
(Address of Principal Executive Office)		(Zip Code)

Registrant’s telephone number, including area code: (716) 270-1523

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
Common Stock, $0.00001 par value per share		XXII		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2025, 22nd Century Group, Inc. (the “Company”) entered into a Master Services Agreement along with product specific addendums (collectively, the “Agreement’) with an existing customer (“Customer”). Pursuant to the Agreement, the Company will be the exclusive manufacturer of Customer’s Pinnacle cigarette and moist snuff brands for a period of five (5) years. The Agreement includes four (4) Pinnacle cigarette brands currently sold in their network of retail stores and dealers in the United States, plus up to three (3) new Pinnacle SKUs in the low nicotine category, two (2) new Pinnacle naturals style brands and two (2) moist snuff products. The Company will pay Customer a royalty for each carton of cigarettes manufactured and sold to distributors subject to certain exceptions.

The Company and Customer were previously parties to a Supply Agreement solely for the production of the cigarette styles currently sold in stores.

The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by the Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K.

Item 7.01 Regulation FD Disclosure.

On June 24, 2025, the Company issued a press release regarding the Agreement, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this item (including the exhibit) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	22ND CENTURY GROUP, INC.
	/s/ Lawrence D. Firestone
Date: June 24, 2025	Lawrence D. Firestone
	Chief Executive Officer

FAQ

What major agreement did XXII announce in its June 2025 8-K filing?

XXII announced entering into a Master Services Agreement on June 23, 2025, becoming the exclusive manufacturer of an existing customer's Pinnacle cigarette and moist snuff brands for a five-year period. The agreement covers four existing Pinnacle cigarette brands, up to three new low nicotine SKUs, two new Pinnacle naturals style brands, and two moist snuff products.

How long is XXII's new manufacturing agreement valid for?

The Master Services Agreement has a duration of five (5) years, during which XXII will be the exclusive manufacturer for the customer's Pinnacle cigarette and moist snuff brands.

What products are covered under XXII's new manufacturing agreement?

The agreement covers: 1) Four existing Pinnacle cigarette brands currently sold in retail stores and dealers, 2) Up to three new Pinnacle SKUs in the low nicotine category, 3) Two new Pinnacle naturals style brands, and 4) Two moist snuff products.

How does XXII's new agreement differ from their previous arrangement with the customer?

Previously, XXII and the customer had a Supply Agreement that was limited to only the production of cigarette styles currently sold in stores. The new Master Services Agreement expands this to include exclusive manufacturing rights for additional products including new low nicotine SKUs, naturals style brands, and moist snuff products.

What are the financial terms of XXII's new manufacturing agreement?

Under the Agreement, XXII will pay the customer a royalty for each carton of cigarettes manufactured and sold to distributors, subject to certain exceptions. Specific financial terms and royalty rates were not disclosed in the 8-K filing.