22nd Century (NASDAQ: XXII) enacts 1-for-15 reverse split to meet Nasdaq rules

Rhea-AI Filing Summary

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.

Insights

Equity structure and listing specialist

22nd Century consolidates shares 1-for-15 to support Nasdaq listing.

22nd Century Group is implementing a 1-for-15 reverse stock split, taking effect on January 26, 2026. The stated purpose is to "expeditiously restore compliance" with Nasdaq Capital Market continued listing standards, which typically relate to minimum share price requirements. The action consolidates the share count but does not change total equity value in itself.

Outstanding common shares move from 7,652,661 as of January 22, 2026 to approximately 510,177 after the split, while authorized shares remain at 500,000,000. This widens the gap between authorized and outstanding shares, which may give flexibility for future issuances, though none are described here. All options, warrants and Series A preferred stock are adjusted proportionally, preserving economic terms.

The company notes that each stockholder’s percentage ownership and voting power remain virtually unchanged except for rounding from fractional shares, which are rounded up to a whole share without cash in lieu. The key near-term milestone is the effective time on January 26, 2026, when trading will begin on a split-adjusted basis under the existing symbol XXII but a new CUSIP 90137F608.

false --12-31 0001347858 0001347858 2025-01-22 2025-01-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): January 22, 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 Road, Mocksville, North Carolina (Address of Principal Executive Office) 33134 (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 3.03. Material Modification to Rights of Security Holders.

On January 22, 2026, 22nd Century Group, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-15 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).

Reason for the Reverse Stock Split

The Reverse Stock Split was effected solely to enable the Company to expeditiously restore compliance with the continued listing standard of NASDAQ Capital Market (“NASDAQ”).

Effects of the Reverse Stock Split

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on January 26, 2026, and will be reflected with NASDAQ and in the marketplace at the open of business on January 26, 2026 (the “Effective Date”), whereupon the shares of common stock will begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s shares of common stock will continue to trade on NASDAQ under the symbol “XXII” but will trade under a new CUSIP Number, 90137F608.

Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 15.

No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.

Continental Stock Transfer & Trust Company

ONE STATE STREET, 30^th Floor

New York, New York 10004

Phone: (917) 262-2378

Please contact Continental Stock Transfer & Trust Company for further information, related costs and procedures before sending any certificates.

State Filing. The Reverse Stock Split was effected by the Company filing the Certificate pursuant to NRS Section 78.209 with the Secretary of State of the State of Nevada on January 22, 2026. The Certificate will not be effective until the Effective Date. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split did not proportionately reduce the authorized shares, Stockholder approval was required in accordance with NRS 78.2055. Under NRS 78.2055, “a corporation that desires to decrease the number of issued and outstanding shares of a class or series held by each stockholder of record at the effective date and time of the change without correspondingly decreasing the number of authorized shares of the same class or series may do so if: (a) The board of directors adopts a resolution setting forth the proposal to decrease the number of issued and outstanding shares of a class or series; and, (b) The proposal is approved by the vote of stockholders holding a majority of the voting power of the affected class or series, or such greater proportion as may be provided in the articles of incorporation, regardless of limitations or restriction on the voting power of the affected class or series.” As described herein, the Reverse Stock Split complies with such requirements.

Capitalization. Prior to the Effective Date of the Certificate, the Company was authorized to issue 500,000,000 shares of common stock. As a result of the Reverse Stock Split, the Company will remain authorized to issue 500,000,000 shares of common stock. As of January 22, 2026 (immediately prior to the Effective Date), there were 7,652,661 shares of common stock outstanding. As a result of the Reverse Stock Split, there will be approximately 510,177 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the common stock.

Each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares.

All options, warrants and shares of Series A preferred Stock of the Company outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted as a result of the Reverse Stock Split.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to Restated Articles of Incorporation
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 Firestone
Date: January 22, 2026	Lawrence Firestone
	Chief Executive Officer

FAQ

What did 22nd Century Group (XXII) announce in this 8-K?

22nd Century Group announced a 1-for-15 reverse stock split of its issued and outstanding common stock, approved through a Certificate of Amendment filed under Nevada law.

Why is 22nd Century Group (XXII) doing a 1-for-15 reverse stock split?

The company states the reverse stock split is being done solely to enable it to expeditiously restore compliance with the continued listing standard of the Nasdaq Capital Market.

When does the 22nd Century Group reverse stock split become effective?

The reverse stock split becomes effective at 12:01 a.m. Eastern Time on January 26, 2026, and XXII shares will begin trading on a split-adjusted basis at the market open that day.

How will the 1-for-15 reverse stock split affect XXII share counts?

Each stockholder’s total shares will be divided by 15. As of January 22, 2026, there were 7,652,661 shares outstanding, which will become approximately 510,177 shares after the split, subject to rounding of fractional shares.

Will 22nd Century Group change its authorized share count or par value?

No. The company remains authorized to issue 500,000,000 shares of common stock, and the reverse stock split will not affect the stated par value of the common stock.

How are fractional shares handled in the 22nd Century Group reverse split?

No fractional shares will be issued and no cash will be paid. Instead, any stockholder who would otherwise receive a fractional share will receive one whole post-split share.

What happens to XXII options, warrants and preferred stock after the reverse split?

The filing states that all options, warrants and shares of Series A preferred stock outstanding immediately prior to the reverse stock split will be appropriately adjusted to reflect the 1-for-15 ratio.