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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): October 22, 2026
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 2.02 |
Disclosure of Results of Operations and
Financial Condition |
On
October 22, 2026, 22nd Century Group, Inc. (the “Company”) issued a preliminary earnings release for the third quarter 2026.
A copy of the earnings release is furnished as Exhibit 99.1 to this report.
The
information in this item 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.
On
October 22, 2026, the Company issued its preliminary and unaudited financial results for the third quarter 2026. A copy of the preliminary
financial results is filed as Exhibit 99.2 to this report.
| Item
9.01(d) |
Financial Statements
and Exhibits |
| Exhibit
99.1 |
|
Earnings
release dated October 22, 2026 |
| Exhibit
99.2 |
|
Preliminary
Financial Results dated October 22, 2026 |
| 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:
October 22, 2026 |
Lawrence
Firestone |
| |
Chief
Executive Officer |
Exhibit
99.1
22nd
Century Group Preliminarily Reports Third Quarter Financial Results
Revenue
Grew 66% to $4.8 Million; Gross Profit Turned Positive at $0.4 Million
MOCKSVILLE,
N.C., October 22, 2026 —22nd Century Group, Inc. (Nasdaq: XXII), the only low nicotine tobacco company in the world, today
announced select, preliminary and unaudited financial results and operating metrics for the third quarter ended September 30, 2026. The
company anticipates releasing third quarter 2026 earnings on or before November 13, 2026, and will host a conference call for investors
and financial analysts. The final date and details of the conference call will separately be released.
Preliminary
Results
Preliminary
unaudited financial results reflect continuing operations, excluding discontinued operations. All figures reported below are preliminary
and subject to change.
| |
● |
The Company expects third quarter 2026 net revenues of approximately
$4.8 million compared with $2.9 million in the second quarter of 2026, an increase of 66%. |
| |
● |
The Company expects third quarter 2026 gross profit of approximately
$0.4 million, compared to a loss of $(0.3) million in the second quarter of 2026. |
| |
● |
The company expects third quarter of 2026 operating expenses
of $3.0 million, consistent with the second quarter of 2026. |
| |
● |
The company expects third quarter of 2026 operating loss of
$2.6 million, compared to $3.3 million in the second quarter of 2026. |
| |
● |
The company expects third quarter of 2026 net loss of $2.6
million, compared to net loss of $3.3 million in the second quarter of 2026. |
| |
● |
The company expects third quarter of 2026 adjusted EBITDA loss
of $2.2 million, compared to a loss of $3.5 million in the second quarter of 2026. |
| |
● |
Common shares outstanding as of October 22, 2026 are 3,416,441
and no warrants remain outstanding. |
| |
● |
Cash and equivalents were $3.9 million at quarter end. |
“The
third quarter marked another period of disciplined execution as we continued to increase consumer awareness and strengthen the commercial
foundation for our Pinnacle VLN® and 22nd Century VLN® low nicotine cigarettes,” said Larry Firestone, Chief
Executive Officer of 22nd Century Group. “At retail, the growth in our same-store sales reports for Q3 2026 compared to Q2 2026
for the Pinnacle brand, both Pinnacle VLN® and Pinnacle Pure cigarette products reinforced our belief that the market is looking
for alternatives that change their smoking practice.”
Firestone
added, “Today’s consumers are demonstrating through their early adoption of our VLN® low nicotine cigarettes that a path
to a low nicotine category in the market is being developed. It is our anticipation that multiple brands will adopt and carry a VLN®
branded set of sku’s in the future to pair with their standard brands. We believe that the future of smoking will include a low
nicotine cigarette category of which we are the first and only player at the moment. The future of smoking is here. It’s VLN®.”
Preliminary
Financial Information
This
news release includes financial information that is preliminary and has been prepared internally by management, and has not been audited,
reviewed or compiled by our independent registered public accounting firm. 22nd Century Group’s actual results remain
subject to the completion of management’s final review and other closing and audit procedures and may differ materially from such
financial information included in this news release due to the completion of our financial closing procedures, audit procedures and final
adjustments. These preliminary estimates are not a comprehensive statement of our financial results for the third quarter 2026 and should
not be viewed as a substitute for full financial statements prepared in accordance with GAAP. Accordingly, you should not place undue
reliance on these preliminary financial results.
About
22nd Century Group, Inc.
22nd
Century Group is pioneering the Tobacco Harm Reduction and Nicotine Reduction Movements by enabling smokers to
take control of their nicotine consumption.
Our
Technology is Tobacco
Our proprietary non-GMO reduced nicotine tobacco plants were developed using our patented technologies that
regulate alkaloid biosynthesis activities resulting in a tobacco plant that contains 95% less nicotine than traditional tobacco plants.
Our extensive patent portfolio has been developed to ensure that our high-quality tobacco can be grown commercially at scale. We continue
to develop our intellectual property to ensure our ongoing leadership in the tobacco harm reduction movement.
Our
Products
We created our flagship product, the VLN® cigarette using our low nicotine tobacco, to give traditional cigarette
smokers an authentic and familiar alternative in the form of a combustible cigarette that helps them take control of their nicotine consumption.
VLN® cigarettes have 95% less nicotine compared to traditional cigarettes and have been proven to allow consumers to greatly
reduce their nicotine consumption.
VLN®
and Helps You Smoke Less® are registered trademarks of 22nd Century Limited LLC.
Learn
more at xxiicentury.com, on X (formerly Twitter), on LinkedIn, and on YouTube.
Learn
more about VLN® at tryvln.com and pinnaclevln.com.
Cautionary
Note Regarding Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions
contained in this press release are forward-looking statements, including but not limited to our full year business outlook. Forward-looking
statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,”
“could,” “estimate,” “expect,” “explore,” “foresee,” “goal,”
“guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,”
“preliminary,” “probable,” “project,” “promising,” “seek,” “should,”
“will,” “would,” and similar expressions. Forward-looking statements include, but are not limited to, statements
regarding (i) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations,
and (ii) our financial and operating performance. Actual results might differ materially from those explicit or implicit in forward-looking
statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the
Company’s Annual Report on Form 10-K filed on March 26, 2026 and Quarterly Reports on Form 10-Q filed May 7, 2026 and August
14, 2026. All information provided in this release is as of the date hereof, and the Company assumes no obligation to and does not intend
to update these forward-looking statements, except as required by law.
Notes
regarding Non-GAAP Financial Information
In addition to the Company’s reported results in accordance with generally accepted
accounting principles in the United States of America (“GAAP”), the Company provides EBITDA and Adjusted EBITDA.
In
order to calculate EBITDA, the Company adjusts net (loss) income by adding back interest expense (income), provision (benefit) for income
taxes, and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted by the Company for certain non-cash and/or
non-operating expenses, including adding back equity-based employee compensation expense, restructuring and restructuring-related charges
such as impairment, acquisition and transaction costs, and other unusual or infrequently occurring items, if applicable, such as inventory
reserves and adjustments, gains or losses on disposal of property, plant and equipment, and gains or losses on investments.
The
Company believes that the presentation of EBITDA and Adjusted EBITDA are important financial measures that supplement discussion and
analysis of its financial condition and results of operations and enhances an understanding of its operating performance. While management
considers EBITDA and Adjusted EBITDA to be important, these financial performance measures should be considered in addition to, but not
as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating (loss)
income, net (loss) income and cash flows from operations. Adjusted EBITDA is susceptible to varying calculations and the Company’s
measurement of Adjusted EBITDA may not be comparable to those of other companies.
Investor
Relations & Media Contact
Daniel Otto
Chief
Financial Officer & Investor Relations
22nd
Century Group
investorrelations@xxiicentury.com
Exhibit
99.2
Preliminary
Results
Preliminary
unaudited financial results reflect continuing operations, excluding discontinued operations. All figures reported below are preliminary
and subject to change.
| |
● |
The Company expects third quarter 2026 net revenues of approximately
$4.8 million compared with $2.9 million in the second quarter of 2026, an increase of 66%. |
| |
● |
The Company expects third quarter 2026 gross profit of approximately
$0.4 million, compared to a loss of $(0.3) million in the second quarter of 2026. |
| |
● |
The company expects third quarter of 2026 operating expenses
of $3.0 million, consistent with the second quarter of 2026. |
| |
● |
The company expects third quarter of 2026 operating loss of
$2.6 million, compared to $3.3 million in the second quarter of 2026. |
| |
● |
The company expects third quarter of 2026 net loss of $2.6
million, compared to net loss of $3.3 million in the second quarter of 2026. |
| |
● |
The company expects third quarter of 2026 adjusted EBITDA loss
of $2.2 million, compared to a loss of $3.5 million in the second quarter of 2026. |
| |
● |
Common shares outstanding as of October 22, 2026 are 3,416,441
and no warrants remain outstanding. |
| |
● |
Cash and equivalents were $3.9 million at quarter end. |
Preliminary
Financial Information
This
news release includes financial information that is preliminary and has been prepared internally by management, and has not been audited,
reviewed or compiled by our independent registered public accounting firm. 22nd Century Group’s actual results remain
subject to the completion of management’s final review and other closing and audit procedures and may differ materially from such
financial information included in this news release due to the completion of our financial closing procedures, audit procedures and final
adjustments. These preliminary estimates are not a comprehensive statement of our financial results for the third quarter 2026 and should
not be viewed as a substitute for full financial statements prepared in accordance with GAAP. Accordingly, you should not place undue
reliance on these preliminary financial results.
Cautionary
Note Regarding Forward-Looking Statements
Except
for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking
statements, including but not limited to our full year business outlook. Forward-looking statements typically contain terms such as “anticipate,”
“believe,” “consider,” “continue,” “could,” “estimate,” “expect,”
“explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,”
“may,” “plan,” “potential,” “predict,” “preliminary,” “probable,”
“project,” “promising,” “seek,” “should,” “will,” “would,” and
similar expressions. Forward-looking statements include, but are not limited to, statements regarding (i) our expectations regarding
regulatory enforcement, including our ability to receive an exemption from new regulations, and (ii) our financial and operating performance.
Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause
actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed
on March 26, 2026 and Quarterly Reports on Form 10-Q filed May 7, 2026 and August 14, 2026. All information provided in this release
is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except
as required by law.
Notes
regarding Non-GAAP Financial Information
In
addition to the Company’s reported results in accordance with generally accepted accounting principles in the United States of
America (“GAAP”), the Company provides EBITDA and Adjusted EBITDA.
In
order to calculate EBITDA, the Company adjusts net (loss) income by adding back interest expense (income), provision (benefit) for income
taxes, and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted by the Company for certain non-cash and/or
non-operating expenses, including adding back equity-based employee compensation expense, restructuring and restructuring-related charges
such as impairment, acquisition and transaction costs, and other unusual or infrequently occurring items, if applicable, such as inventory
reserves and adjustments, gains or losses on disposal of property, plant and equipment, and gains or losses on investments.
The
Company believes that the presentation of EBITDA and Adjusted EBITDA are important financial measures that supplement discussion and
analysis of its financial condition and results of operations and enhances an understanding of its operating performance. While management
considers EBITDA and Adjusted EBITDA to be important, these financial performance measures should be considered in addition to, but not
as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating (loss)
income, net (loss) income and cash flows from operations. Adjusted EBITDA is susceptible to varying calculations and the Company’s
measurement of Adjusted EBITDA may not be comparable to those of other companies.
