Audit firm shift at 22nd Century Group (NASDAQ: XXII)

Rhea-AI Filing Summary

22nd Century Group, Inc. reported that its audit committee has replaced Freed Maxick P.C. as its independent registered public accounting firm with WithumSmith+Brown, PC, effective August 22, 2025, following Withum’s acquisition of certain assets of the prior firm. The company states that Freed Maxick’s audit reports on the financial statements for the years ended December 31, 2023 and 2024 contained no adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, scope, or accounting principles, and that there were no disagreements or reportable events under SEC rules during that period.

The company also notes that it did not consult Withum on accounting or auditing matters, or on the type of audit opinion to be issued, before the engagement, and has filed Withum’s confirming letter as an exhibit.

Insights

Public company accounting & governance analyst

Auditor change tied to firm asset acquisition, no disputes reported.

22nd Century Group is switching its independent auditor from Freed Maxick P.C. to WithumSmith+Brown, PC effective August 22, 2025, in connection with Withum’s acquisition of certain assets of the prior firm. This frames the change as a structural outcome at the audit-firm level rather than a company‑initiated break over accounting issues.

The company states that Freed Maxick’s reports for the 2023 and 2024 fiscal years contained no adverse or qualified opinions, and that there were no disagreements or reportable events as defined in Regulation S‑K. It also says it did not consult Withum on specific accounting treatments or expected opinions before the engagement, which aligns with standard independence expectations.

Investors may focus on continuity and transition as Withum assumes responsibility for the 2025 audit. Future filings for the year ending December 31, 2025 will show how the new auditor’s approaches to disclosure and any control observations compare with prior years.

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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): August 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		27028
(Address of Principal Executive Office)		(Zip Code)

Registrant’s telephone number, including area code: (336) 940-3769

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 each exchange on which registered
Common Stock, $0.00001 par value		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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Replacement of Previous Independent Registered Public Accounting Firm

On August 22, 2025, the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of 22^nd Century Group, Inc. (the “Company”) approved the replacement of Freed Maxick P.C. (“FM”) as the Company’s independent registered public accounting firm, due to the acquisition of certain assets of FM by Withum Smith+Brown, PC (“Withum”), effective immediately, and informed FM of such replacement on the date thereof (the “Replacement”).

The reports of FM on the Company’s financial statements for the fiscal years ended December 31, 2023 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles

During the Company’s fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through August 22, 2025, (i) there were no “disagreements,” as defined in Item 304(a)(1)(iv) of Regulation S-K, with FM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of FM, would have caused FM to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such period, and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided FM with a copy of the disclosures in this Current Report on Form 8-K and requested that FM furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy of such letter, which is dated August 22, 2025, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

In connection with the Replacement, on August 22, 2025, the Committee approved the engagement of Withum as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.

During the fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through August 22, 2025, neither the Company nor anyone acting on its behalf consulted with Withum regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01(d): Financial Statements and Exhibits.

Exhibit 16.1		Letter of WithumSmith+Brown, PC dated August 22, 2025
Exhibit 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/ Daniel A. Otto
Date: August 25, 2025	Daniel A. Otto
	Chief Financial Officer

FAQ

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

The company disclosed that its audit committee approved replacing Freed Maxick P.C. with WithumSmith+Brown, PC as its independent registered public accounting firm, effective August 22, 2025.

Why was 22nd Century Group’s auditor changed from Freed Maxick to Withum?

The change was approved after WithumSmith+Brown, PC acquired certain assets of Freed Maxick P.C., and the new firm was engaged as the company’s independent auditor for the year ending December 31, 2025.

Did Freed Maxick issue any adverse or qualified opinions on XXII’s financial statements?

No. The reports of Freed Maxick P.C. on 22nd Century Group’s financial statements for the years ended December 31, 2023 and 2024 did not contain adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, audit scope, or accounting principles.

Were there any disagreements or reportable events with the former auditor of 22nd Century Group?

The company states that during the 2023 and 2024 fiscal years and through August 22, 2025 there were no disagreements or reportable events with Freed Maxick P.C. as defined in Item 304 of Regulation S‑K.

Did 22nd Century Group consult Withum on accounting matters before the engagement?

No. The company reports that neither it nor anyone acting on its behalf consulted WithumSmith+Brown, PC on specific accounting principles, transaction treatments, or audit opinions, nor on any matter involving disagreements or reportable events.

What exhibits related to the auditor change did 22nd Century Group file?

The company filed Exhibit 16.1, a letter from WithumSmith+Brown, PC dated August 22, 2025, and Exhibit 104, the cover page interactive data file with inline XBRL tags.