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22nd Century Group (NASDAQ: XXII) details August 2026 special meeting votes

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

22nd Century Group, Inc. held a 2026 Special Meeting of Stockholders on August 5, 2026. Stockholders voted on multiple matters, with one receiving 88,260 votes For and 31,224 Against, and another receiving 90,291 votes For and 28,954 Against, with small numbers of abstentions.

Three of the matters recorded 44,953 broker non-votes, while two matters showed no broker non-votes. Across all items, the tabulated results show more votes cast For than Against each matter, based on the reported vote counts.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Special meeting date August 5, 2026 Date of the 2026 Special Meeting of Stockholders
For votes on one matter 88,260 votes For votes on a reported matter at the special meeting
Highest For votes on a matter 90,291 votes Largest For vote count among the reported matters
Broker non-votes per affected matter 44,953 broker non-votes Broker non-votes recorded on three of the matters
Against votes on one matter 31,224 votes Against votes on the matter with 88,260 For votes
broker non-votes regulatory
"For | Against | Abstain | Broker non-votes 62,041 | 12,518 | 156 | 44,953"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Soliciting material pursuant to Rule 14a-12 regulatory
"Soliciting material pursuant to Rule 14a-12 under the Exchange Act"
Pre-commencement communications pursuant to Rule 13e-4(c) regulatory
"Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act"
Emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did 22nd Century Group (XXII) report about its 2026 Special Meeting?
22nd Century Group reported vote results from a 2026 Special Meeting held on August 5, 2026. Several matters were presented, each receiving more votes cast For than Against, with some items also recording broker non-votes.

When was 22nd Century Group’s (XXII) 2026 Special Meeting of Stockholders held?
The Special Meeting of Stockholders was held on August 5, 2026. On that date, shareholders voted on multiple matters, with detailed counts reported for For, Against, Abstain, and, for some items, broker non-votes.

How many For votes did key proposals at 22nd Century Group (XXII) receive?
One matter received 88,260 votes For and 31,224 Against, while another received 90,291 votes For and 28,954 Against. Other matters also had clear For majorities, alongside small abstention totals.

Were broker non-votes recorded at the 22nd Century Group (XXII) 2026 Special Meeting?
Yes. Three matters recorded 44,953 broker non-votes each. Two other matters showed no broker non-votes reported, only votes categorized as For, Against, or Abstain.

How many proposals or matters did 22nd Century Group (XXII) list voting results for?
The company listed voting results for five separate matters. Each matter has its own table of For, Against, Abstain, and, where applicable, broker non-vote totals, showing more votes For than Against in every case.

Did any proposal at 22nd Century Group’s (XXII) 2026 Special Meeting face significant opposition?
Each matter had more votes For than Against, though opposition varied. One item, for example, showed 31,224 votes Against versus 88,260 For, while another had 28,954 Against versus 90,291 For.
false 0001347858 0001347858 2026-08-05 2026-08-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 5, 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 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 Wednesday, August 5, 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 of Directors’ discretion to abandon such amendment. In accordance with the voting results listed below, the proposal was approved.

 

For   Against   Abstain   Broker non-votes
88,260   31,224   174   N/A

 

(2)Proposal Two: To approve the issuance of 3,019,586 inducement warrants issued in June 2026 and the shares issuable upon exercise of the inducement 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
62,041   12,518   156   44,953

 

(3)Proposal Three: To approve a potential future offering of up to $20 million of a new class of convertible preferred stock and accompanying 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
57,090   17,509   116   44,953

 

(4)Proposal Four: To approve a potential future offering of up to $10 million of common stock and accompanying 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
60,410   14,158   147   44,953

 

(5)Proposal Five: To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of Proposals 1, 2, 3 or 4. In accordance with the voting results listed below, the proposal was approved.

 

For   Against   Abstain   Broker non-votes
90,291   28,954   413   N/A

 

 

 

 

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: August 5, 2026 Lawrence Firestone
  Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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