22nd Century Group Files 8-K to Furnish Q2 2025 Earnings Release

Rhea-AI Filing Summary

22nd Century Group, Inc. disclosed that it has issued an earnings release covering the quarter ended June 30, 2025 and furnished that release as Exhibit 99.1 to this Form 8-K. The filing identifies the disclosure under Item 2.02 (results of operations and financial condition) and lists the exhibit under Item 9.01(d).

The company states the information in this item is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly specified. The report is signed on behalf of the registrant by the Chief Financial Officer.

Positive

• Company furnished an earnings release for the quarter ended June 30, 2025, increasing transparency about reporting timing.
• Exhibit 99.1 is attached to the 8-K, giving market participants direct access to the released materials.

Negative

• No financial results or metrics are included in the body of this 8-K, so the filing alone does not disclose performance figures.
• The filing disclaims Section 18 liability and non-incorporation by reference, which limits the document's legal status for investors seeking remedies based on filed statements.

Insights

Financial Analyst

TL;DR Routine 8-K furnishment of an earnings release; no financial metrics are included here, so this filing alone does not allow performance assessment.

The filing simply furnishes an earnings release as Exhibit 99.1 for the quarter ended June 30, 2025 and references disclosure of results of operations. Because the 8-K text does not present revenue, profit, guidance, or other numeric results, this document is procedural rather than a source of financial detail. To evaluate the quarter's performance, review Exhibit 99.1 itself or the companys full quarterly filing when available.

Corporate Governance Expert

TL;DR The company includes the standard legal disclaimer that the furnished release is not "filed" under Section 18 and is not incorporated by reference, limiting statutory liability.

The 8-K follows common reporting practice by furnishing an earnings release and explicitly noting that the item is not "filed" for Section 18 liability and is not incorporated by reference into other filings unless expressly stated. This language is important for corporate disclosure governance because it preserves the company's legal position regarding civil liability tied to filed statements while still providing investors with timely information via an exhibit.

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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 14, 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) 27028 (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 August 14, 2025, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended June 30, 2025. 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.

Item 9.01(d)	Financial Statements and Exhibits
Exhibit 99.1	Earnings release dated August 14, 2025
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 14, 2025	Daniel A. Otto
	Chief Financial Officer

FAQ

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

The company issued an earnings release for the quarter ended June 30, 2025 and furnished it as Exhibit 99.1 to the Form 8-K.

Does this 8-K include the companys financial results for the quarter?

The filing text does not present financial metrics. Detailed results are contained in the furnished earnings release (Exhibit 99.1).

Is the earnings release in this 8-K considered "filed" under Section 18 of the Exchange Act?

No. The company states the information is not deemed "filed" for purposes of Section 18 and is not incorporated by reference into other filings unless expressly set forth.

Where is the earnings release documented within the 8-K?

The earnings release is listed as Exhibit 99.1 under Item 9.01(d) (Financial Statements and Exhibits).

Who signed the Form 8-K for 22nd Century Group (XXII)?

The report is signed on behalf of the registrant by the Chief Financial Officer, Daniel A. Otto.