Who signed the 8-K related to the Smoker Friendly termination for 22nd Century (XXII)?

The 8-K was signed on behalf of 22nd Century Group by Chief Executive Officer Lawrence D. Firestone. His signature appears as the duly authorized officer under the Securities Exchange Act for this disclosure about the contract termination.

Smoker Friendly ends 22nd Century (NASDAQ: XXII) tobacco supply pact

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

22nd Century Group, Inc. reported that on July 1, 2026 it received a 180 day termination notice from Smoker Friendly International, LLC under their Master Services Agreement dated January 1, 2025. After this 180 day period, 22nd Century will no longer manufacture cigarette and cigar products for Smoker Friendly.

The termination was made under the Agreement’s termination for convenience clause, and 22nd Century states it will not incur any early termination penalties as a result of this change.

8-K Event Classification

Item 1.02 — Termination of a Material Definitive Agreement

1 item

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Key Figures

Termination notice date: July 1, 2026 Termination period: 180 days Agreement effective date: January 1, 2025 +3 more

6 metrics

Termination notice date July 1, 2026 Date 22nd Century received termination notice from Smoker Friendly

Termination period 180 days Length of notice period before agreement ends

Agreement effective date January 1, 2025 Date of Master Services Agreement with Smoker Friendly

Common stock par value $0.00001 per share Par value of 22nd Century Group common stock

Commission file number 001-36338 SEC commission file number for 22nd Century Group

Employer Identification Number 98-0468420 IRS Employer Identification Number for 22nd Century Group

Key Terms

Master Services Agreement, termination for convenience, Emerging growth company, Common Stock, $0.00001 par value, +1 more

5 terms

Master Services Agreement financial

"in connection with the Master Services Agreement dated January 1, 2025 including all addendums"

A master services agreement is a standing contract that sets the main terms, responsibilities, pricing framework and processes for future work between two parties, allowing individual projects or orders to be added later without renegotiating core terms. For investors, it signals predictability and reduced legal friction around revenue streams and costs—like a subscription plan for services that makes future income and obligations easier to forecast and value.

termination for convenience financial

"The termination was submitted pursuant to the termination for convenience clause in the Agreement."

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Common Stock, $0.00001 par value financial

"Title of each class | | Trading symbol | | Name of each exchange on which registered Common Stock, $0.00001 par value"

Securities Exchange Act of 1934 regulatory

"Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report"

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Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 05:15 PM Accepted by SEC EDGAR 07/02/2026 - 05:15 PM

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): July 1, 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 1.02

Termination of a Material Definitive Agreement.

On July 1, 2026, 22^nd Century Group, Inc. (the “Company”) received a 180 day termination notice from Smoker Friendly International, LLC (“SF”) in connection with the Master Services Agreement dated January 1, 2025 including all addendums, as amended (the “Agreement”). Upon the expiration of the 180 day termination period, the Company will no longer manufacture cigarette and cigar products for SF. The termination was submitted pursuant to the termination for convenience clause in the Agreement. The Company will not incur any early termination penalties.

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: July 2, 2026	Lawrence D. Firestone
	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change did 22nd Century Group (XXII) disclose regarding Smoker Friendly?

22nd Century Group disclosed that Smoker Friendly International issued a 180 day termination notice for their Master Services Agreement. After this period, 22nd Century will stop manufacturing cigarette and cigar products for Smoker Friendly under that contract.

When does the Smoker Friendly agreement with 22nd Century Group (XXII) terminate?

The agreement will terminate 180 days after the July 1, 2026 notice from Smoker Friendly International. Once this 180 day termination period expires, 22nd Century will no longer manufacture cigarette and cigar products for Smoker Friendly under the current agreement.

Does 22nd Century Group (XXII) face early termination penalties from Smoker Friendly?

No, 22nd Century Group states it will not incur any early termination penalties from the Smoker Friendly contract termination. The notice was delivered under a termination for convenience clause in the Master Services Agreement dated January 1, 2025.

What contract is being terminated between 22nd Century Group (XXII) and Smoker Friendly?

The contract is a Master Services Agreement dated January 1, 2025, including all addendums and amendments. Under this agreement, 22nd Century manufactured cigarette and cigar products for Smoker Friendly until the 180 day termination period elapses.

Why was the 22nd Century Group (XXII) and Smoker Friendly agreement terminated?

The agreement was terminated under the termination for convenience clause in the Master Services Agreement. Smoker Friendly International provided a 180 day notice on July 1, 2026, allowing it to end the relationship without early termination penalties for 22nd Century Group.

Filing Exhibits & Attachments

3 documents