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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 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 |
