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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): February 20, 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
Rd., 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 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 2.02 |
Disclosure of Results of Operations
and Financial Condition |
On
February 20, 2026, the Company issued a prelminary earnings release for the fourth quarter and year ended December 31,
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
5.07 | Submission
of Matters to a Vote of Security Holders. |
A
2026 Special Meeting of Stockholders of 22nd Century Group, Inc. was held on Friday, February 20, 2026. The matters voted upon and the
results of the vote were as follows:
| (1) | Proposal
One: To approve an amendment to the Company’s Articles of Incorporation, as amended,
to effect a reverse stock split of the Company’s outstanding common stock at a ratio
between 1-for-2 and 1-for-200, to be determined at the discretion of the Board of Directors,
for the purpose of complying with the Nasdaq Listing Rules, subject to the Board or Directors’
discretion to abandon such amendment. In accordance with the voting results listed below,
the proposal was approved. |
| For |
|
Against |
|
Abstain |
|
Broker non-votes |
| 2,289,125 |
|
685,715 |
|
6,968 |
|
N/A |
| (2) | Proposal
Two: To approve sections of the Series A Convertible Preferred Stock (the “Series
A Preferred”) that could cause shares of common stock to be issued below the Nasdaq
Minimum Price in accordance with Nasdaq Listing Rules. In accordance with the voting results
listed below, the proposal was approved. |
| For |
|
Against |
|
Abstain |
|
Broker non-votes |
| 1,181,533 |
|
363,604 |
|
3,270 |
|
1,433,401 |
| (3) | Proposal
Three To approve an amendment to 10,028,302 outstanding warrants issued in August 2025
to add anti-dilution provisions (the “August Warrants”) in accordance with Nasdaq
Listing Rules. In accordance with the voting results listed below, the proposal was approved. |
| For |
|
Against |
|
Abstain |
|
Broker non-votes |
| 1,323,470 |
|
212,580 |
|
12,357 |
|
1,433,401 |
| (4) | Proposal
Four: To approve a potential future offering in accordance with Nasdaq Listing Rules.
In accordance with the voting results listed below, the proposal was approved. |
| For |
|
Against |
|
Abstain |
|
Broker non-votes |
| 1,200,623 |
|
333,302 |
|
14,482 |
|
1,433,401 |
| (5) | Proposal
Five: The approval of an adjournment of the Special Meeting to a later date, if necessary
or appropriate, to permit further solicitation and vote of proxies in the event that there
are insufficient votes for, or otherwise in connection with, Proposals 1, 2, 3 and 4. In
accordance with the voting results listed below, the proposal was approved. |
| For |
|
Against |
|
Abstain |
|
Broker non-votes |
| 2,354,898 |
|
594,878 |
|
32,032 |
|
N/A |
On February 20, 2026, the Company issued its
preliminary and unaudited financial results for the fourth quarter and year ended December 31, 2025. 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 February 20, 2026 |
| 99.2 |
|
Preliminary Financial Results dated February 20, 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: February 20, 2026 |
Lawrence Firestone |
| |
Chief Executive Officer |
Exhibit
99.1
22nd
Century Group Preliminarily Reports Fourth Quarter and Full Year 2025 Financial Results
Balance
sheet strength, ended 2025 with $7.1 million in cash and debt free, supports transition to growth
Continued
VLN® commercial expansion drives shift toward higher margin proprietary branded products
MOCKSVILLE,
N.C., February 20, 2026 —22nd Century Group, Inc. (Nasdaq: XXII), the only tobacco products company that has for 27 years led
and continues to lead the fight against the harms of smoking driven by nicotine addiction, today announced select, preliminary and unaudited
financial results and operating metrics for the fourth quarter and full year ended December 31, 2025. The company anticipates releasing
fourth quarter and full year 2025 earnings on or before March 31, 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
All
figures reported below are preliminary and subject to change as a result of the year end audit process and reflect continuing operations,
excluding discontinued operations.
| |
● |
The Company
expects fourth quarter 2025 net revenues of approximately $3.6 million compared with $4.0 million in the third quarter of 2025. The
Company expects 2025 net revenues of approximately $17.6 million compared with 2024 net revenues of $24.4 million. |
| |
● |
Total cartons shipped during
the fourth quarter 2025 were approximately 0.3 million, compared with 0.5 million cartons shipped in the third quarter of 2025. Total
cartons shipped during 2025 were approximately 2.1 million, compared with 2.1 million in 2024. |
| |
● |
The Company expects fourth
quarter 2025 gross loss of approximately $0.8 million, compared to $1.1 million in the third quarter of 2025.The Company expects
2025 gross loss of approximately $3.1 million compared to $2.4 million in 2024. |
| |
● |
The Company expects fourth
quarter 2025 operating loss of approximately $2.8 million, compared to $3.2 million in the third quarter of 2025. The
Company expects 2025 operating loss of $11.6 million compared with $14.0 million in 2024. |
| |
● |
The Company expects net
loss from continuing operations of approximately $2.8 million, compared to net loss from continuing operations of $3.8 million in
the third quarter of 2025. The Company expects 2025 net loss from continuing operations of approximately $13.1 million
compared to $15.5 million in 2024. |
| |
● |
Cash and equivalents were
$7.1 million at year end. Additionally, the Company had zero long-term debt, having extinguished its remaining senior secured debt
in full during 2025. |
| |
● |
The Company expanded on-hand
inventory quantities during the fourth quarter, increasing to $4.3 million from $2.0 million at third quarter end, reflecting harvest
of the 2025 in reduced nicotine content tobacco leaf crop. |
“I
am pleased with the steps taken during 2025 including exiting the unprofitable high volume revenues streams to improve our financial
footing. We ended the year debt free, with an improved cost efficient operating model and we are well-funded for our near-term needs
as we continue transitioning into growth.” said Larry Firestone, Chief Executive Officer of 22nd Century Group. As we enter 2026,
we do so with a clear strategic focus and a much stronger financial and operational foundation and will begin to see the groundwork laid
after our fourth quarter launch of VLN® and Partner VLN® brands in the market which will begin to take shape in our financial
results. Our priorities include expanding VLN® product distribution and consumer awareness, continuing disciplined cost management
and capital allocation, advancing toward profitability as higher-margin revenues scale. We remain aligned and actively engaged with the
FDA and public-health stakeholders that drive health and wellness initiatives for smokers.”
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 fourth quarter or full fiscal
year ended December 31, 2025, 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 movement 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.
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 expected results of operations
for the quarter and year ended December 31, 2025, (ii) our cost reduction initiatives, (iii) our expectations regarding regulatory enforcement,
including our ability to receive an exemption from new regulations, and (iv) 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 20,
2025, and Quarterly Reports on Form 10-Q on May 13, 2025, August 14, 2025, and November 4, 2025. 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.
Investor
Relations & Media Contact
Matt
Kreps
Investor
Relations
22nd
Century Group
investorrelations@xxiicentury.com
214-597-8200
Exhibit
99.2
Preliminary
Results
All
figures reported below are preliminary and subject to change as a result of the year end audit process and reflect continuing operations,
excluding discontinued operations.
| ● | The
Company expects fourth quarter 2025 net revenues of approximately $3.6 million compared with
$4.0 million in the third quarter of 2025. The Company expects 2025 net revenues of approximately
$17.6 million compared with 2024 net revenues of $24.4 million. |
| ● | Total
cartons shipped during the fourth quarter 2025 were approximately 0.3 million, compared with
0.5 million cartons shipped in the third quarter of 2025. Total cartons shipped during 2025
were approximately 2.1 million, compared with 2.1 million in 2024. |
| ● | The
Company expects fourth quarter 2025 gross loss of approximately $0.8 million, compared to
$1.1 million in the third quarter of 2025.The Company expects 2025 gross loss of approximately
$3.1 million compared to $2.4 million in 2024. |
| ● | The
Company expects fourth quarter 2025 operating loss of approximately $2.8 million, compared
to $3.2 million in the third quarter of 2025. The Company expects 2025 operating loss of
$11.6 million compared with $14.0 million in 2024. |
| ● | The
Company expects net loss from continuing operations of approximately $2.8 million, compared
to net loss from continuing operations of $3.8 million in the third quarter of 2025. The
Company expects 2025 net loss from continuing operations of approximately $13.1 million compared
to $15.5 million in 2024. |
| ● | Cash
and equivalents were $7.1 million at year end. Additionally, the Company had zero long-term
debt, having extinguished its remaining senior secured debt in full during 2025. |
| ● | The
Company expanded on-hand inventory quantities during the fourth quarter, increasing to $4.3
million from $2.0 million at third quarter end, reflecting harvest of the 2025 in reduced
nicotine content tobacco leaf crop. |
Preliminary
Financial Information
This
financial information 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 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 fourth quarter or full fiscal year ended December 31, 2025,
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 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 expected results of operations
for the quarter and year ended December 31, 2025, (ii) our cost reduction initiatives, (iii) our expectations regarding regulatory enforcement,
including our ability to receive an exemption from new regulations, and (iv) 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 20,
2025, and Quarterly Reports on Form 10-Q on May 13, 2025, August 14, 2025, and November 4, 2025. 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.
