Every 8-K that 22nd Century Group Inc. (XXII) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow XXII and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XXII filings page.
22nd Century Group, Inc. (XXII) released a mid‑year strategic update highlighting progress in building its low‑nicotine cigarette category, led by its FDA‑authorized VLN® brand and value-focused Pinnacle portfolio. Management describes a focused strategy around retail expansion, commercial execution, gross margin improvement, and platform development based on proprietary low‑nicotine tobacco technology.
The company reports that VLN® and Pinnacle products are available in approximately 2,000 retail outlets across the U.S., with a goal of reaching about 5,000 outlets by year-end 2026. Early point-of-sale data indicate that VLN® volume has grown by an average of 10% per month in non-promotion periods, and the company estimates that active VLN® user trial now exceeds 5,000 cases, with a shift from single-pack trial toward carton purchases. Management states that a mix shift toward branded products with positive gross margins is underway beginning in the third quarter of 2026.
22nd Century positions itself as the only company currently serving what it characterizes as a large, unserved U.S. market of smokers seeking a low‑nicotine combustible alternative, citing an estimated >$50 billion annual U.S. combustible cigarette market at retail. The update emphasizes leveraging a broad intellectual property portfolio, expanding product offerings and form factors, and building long‑term shareholder value through category leadership and disciplined execution.
22nd Century Group reported second quarter 2026 results focused on its VLN® reduced-nicotine cigarette strategy and expansion of the Pinnacle® brand. Net revenues were $2.9 million versus $4.1 million a year earlier, a 29.9% decline, primarily in contract manufacturing. Gross loss improved to $0.3 million from $0.6 million, but operating loss widened to $3.3 million from $3.0 million. Net loss from continuing operations was $3.3 million, and Adjusted EBITDA loss increased to $3.5 million from $2.6 million.
For the first half of 2026, net revenues were $7.0 million versus $10.0 million, with operating loss of $6.3 million. The company ended June 30, 2026 with $6.1 million in cash and cash equivalents, total assets of $26.2 million, and no outstanding debt, and is targeting expansion of VLN® distribution to approximately 5,000 retail outlets by year-end 2026.
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.
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.
22nd Century Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 11, 2026.
Director nominee Lucille Salhany received 1,163,869 votes for and 34,794 votes withheld, with no broker non-votes reported.
Two additional proposals were voted on. One proposal received 1,160,325 votes for, 37,053 against and 1,285 abstentions. Another proposal received 1,191,342 votes for, 7,051 against and 270 abstentions, with no broker non-votes indicated for either proposal.
22nd Century Group, Inc. amended a recent current report to correct the stated exercise price of its Inducement Warrants to $3.57 per share. The company has launched a warrant inducement with holders of warrants to purchase up to 5,345,591 common shares, temporarily allowing cash exercises of these Existing Warrants at a reduced price of $0.4626 in exchange for new Inducement Warrants.
The company received approximately $462,800 in gross cash proceeds and redeemed $2,010,000 (2,010 shares) of Series B Convertible Preferred Stock, leaving 8,050 Series B shares outstanding. Separately, 22nd Century approved a 1-for-20 reverse stock split, effective June 12, 2026, reducing common shares outstanding from 10,326,551 to approximately 516,328 while keeping authorized common shares at 500,000,000.
22nd Century Group, Inc. launched a warrant inducement with holders of warrants for up to 5,345,591 common shares at a $3.57 exercise price. Holders agreed to exercise all these warrants for cash, and in return receive new Inducement Warrants with a reduced $0.4626 exercise price, issuable after stockholder approval and exercisable for five years. The company received about $462,800 in cash and redeemed $2,010,000, or 2,010 shares, of its Series B Convertible Preferred Stock, leaving 8,050 Series B shares outstanding. The Inducement Warrants include ownership caps of 4.99% or 9.99% and anti-dilution protections, and the company plans to register the resale of underlying shares. Separately, the board and stockholders approved a 1-for-20 reverse stock split, effective June 12, 2026, to regain Nasdaq Capital Market compliance. Shares outstanding will decrease from 10,326,551 to approximately 516,328, while the 500,000,000 authorized common shares and each holder’s proportional ownership remain effectively unchanged aside from rounding.
22nd Century Group reported first quarter 2026 results, highlighting progress in its low-nicotine VLN® tobacco strategy while remaining unprofitable. Net revenues were $4.1 million, down from $6.0 million a year earlier, reflecting lower contract manufacturing volumes and a transition toward higher-margin VLN® and natural-style products.
The company posted a gross loss of $0.6 million, an operating loss of $3.0 million, and an overall net loss of $3.3 million. Adjusted EBITDA loss was $2.6 million. 22nd Century ended the quarter with $9.5 million in cash and cash equivalents, no long-term debt reported on the balance sheet, and $4.3 million of inventories including reduced-nicotine tobacco leaf.
Management is emphasizing commercial expansion of VLN® reduced-nicotine cigarettes and related products. Pinnacle VLN® is now available in over 2,000 stores across 20 states, and the company is targeting more than 5,000 retail outlets by the end of 2026. It is also pursuing licensing of its FDA-authorized low-nicotine technology, expanding its Premarket Tobacco Product Application (PMTA) portfolio, and prototyping new formats such as 100mm VLN® cigarettes and filtered cigars to broaden its harm-reduction product lineup.
22nd Century Group, Inc. entered into a material arrangement by filing a prospectus supplement that permits it to sell up to $6,400,000 of common stock under its sales agreement with Needham & Company, LLC. As of the prospectus supplement date, the Company had sold $0 of common stock under this program in the prior 12 months, so the full $6,400,000 remains available. The Company reported 4,455,649 shares of common stock outstanding as of May 1, 2026.
22nd Century Group reported fourth quarter and full-year 2025 results showing a smaller loss but lower revenue. Net revenues were $3.5 million in the fourth quarter and $17.6 million for 2025, down from $4.0 million and $24.4 million in 2024 as contract manufacturing volumes declined.
For 2025, the company posted a net loss from continuing operations of $13.1 million, improved from a $15.5 million loss in 2024, while Adjusted EBITDA loss narrowed to $10.2 million from $13.1 million. Including income from discontinued operations, total net loss was $5.1 million versus $15.2 million a year earlier.
The company emphasized a strategic shift toward higher-margin proprietary VLN branded products and partner brands, with VLN and related products now authorized in up to 48 U.S. states across various labels. It ended 2025 with $7.1 million in cash, inventories of $4.3 million, and no long-term debt, after eliminating over $8.0 million of legacy debt and securing a $9.5 million insurance settlement related to a 2022 facility fire.
22nd Century Group, Inc. entered into a securities purchase agreement for a registered direct offering of up to $20 million of Series B Convertible Preferred Stock and warrants. Investors will initially purchase approximately $16.0 million, with a potential additional $4.0 million within one year, subject to conditions.
The Series B Preferred Stock converts into common stock at a fixed price of $3.57 or, at the holder’s option, at a 15% discount to the lowest 20‑day VWAP, both subject to a floor tied to Nasdaq’s minimum price. Warrants are immediately exercisable at $3.57 for five years, with full 100% warrant coverage.
The company expects to use proceeds primarily to repurchase $9.65 million of existing Series A Convertible Preferred Stock at par and for working capital, leaving anticipated net cash from the initial close of about $5.7 million after fees and the repurchase. The new Series B Preferred includes tight limits on new debt and senior securities, redemption at 110% of stated value after six months, and a 4.99% or 9.99% beneficial ownership cap on conversions.
22nd Century Group reported preliminary, unaudited results for the fourth quarter and full year 2025. The company expects Q4 2025 net revenue of about $3.6 million, down from $4.0 million in Q3, and full-year 2025 revenue of roughly $17.6 million versus $24.4 million in 2024.
Total cartons shipped were about 0.3 million in Q4 compared with 0.5 million in Q3, and 2.1 million for 2025, flat with 2024. The company expects a Q4 gross loss of around $0.8 million and operating loss of $2.8 million, with full-year gross loss of $3.1 million and operating loss of $11.6 million, narrower than 2024.
Net loss from continuing operations is expected to be about $2.8 million for Q4 and $13.1 million for 2025, both improved versus 2024. Year-end cash was $7.1 million and the company had no long-term debt. Inventory increased to $4.3 million from $2.0 million at Q3 end, reflecting the 2025 reduced-nicotine tobacco harvest. The company highlights its VLN® and Partner VLN® product expansion and plans to release final audited results by March 31, 2026. A 2026 special meeting of stockholders was also held, with several proposals receiving stockholder votes.
22nd Century Group, Inc. approved a 1-for-15 reverse stock split of its common stock to help restore compliance with Nasdaq Capital Market continued listing standards. The split becomes effective at 12:01 a.m. Eastern Time on January 26, 2026, when shares will begin trading on a split-adjusted basis under the same ticker, XXII, but with a new CUSIP 90137F608.
Each stockholder’s total shares will be divided by 15, and any fractional share will be rounded up to one whole post-split share, with no cash paid. As of January 22, 2026, there were 7,652,661 shares of common stock outstanding; following the split there will be approximately 510,177 shares outstanding, while the authorization remains at 500,000,000 shares. The company states that ownership percentages and voting power remain virtually unchanged aside from minor rounding, and all options, warrants, and Series A preferred stock will be adjusted to reflect the new share ratio.
22nd Century Group, Inc. entered into an Omnibus Amendment and Waiver with holders of its Series A Convertible Preferred Stock. The changes extend the stockholder approval deadline to February 23, 2026 and require the company to seek approval for a reverse stock split to comply with Nasdaq listing rules.
The company will also seek stockholder approval for a new securities offering of up to $20 million on terms substantially similar to the existing preferred stock and warrants. Until stockholder approval, sales under the ATM facility are limited to a minimum price of $2.00 per share, with no ATM sales allowed if approval is not obtained by the deadline until it is later secured. Subject to approval, the board may reduce the preferred conversion price and add an alternative conversion feature at 85% of the lowest VWAP over any of the twenty trading days before conversion, and the warrants will receive additional anti-dilution adjustments.
22nd Century Group (XXII) established a $25,000,000 at-the-market (ATM) offering with Needham & Company as sales agent, allowing the company to issue and sell common stock from time to time under its effective S-3. The company plans to use any net proceeds for general corporate purposes, including expanding its VLN reduced nicotine cigarettes through partner brands, R&D, intellectual property, and working capital.
The Sales Agent will receive a 3.00% commission on gross proceeds, and the company will reimburse up to $100,000 in legal fees for establishing the ATM and $10,000 per periodic update. Sales may be suspended at any time, and the agreement ends when all covered shares are sold or upon permitted termination.
Separately, the company furnished a quarterly earnings release and entered executive employment agreements. The CEO’s current base salary is $425,000 with severance of 1.5x salary plus target bonus (or 2.5x during a Change of Control employment period); the CFO’s current base salary is $315,000 with 1.0x (or 1.5x during such period). COBRA continuation is 18 months for the CEO and 12 months for the CFO.
22nd Century Group, Inc. reported that it has settled its outstanding litigation with its insurer related to the November 2022 fire at its Grass Valley manufacturing facility in Oregon. As part of the settlement, the insurer will pay the company $9,500,000 in cash, and both parties will file a stipulated dismissal of the action with prejudice, meaning the case is fully and finally resolved. This brings in cash and removes ongoing legal uncertainty tied to the fire damage claim.
22nd Century Group, Inc. repaid in full and terminated its senior secured credit facility with JGB-affiliated holders. The company made aggregate payments of $3.9 million between August 29, 2025 and September 18, 2025, covering principal, accrued interest, and all other amounts due.
As a result, all liens and security interests securing the debentures and related obligations were released, and the agreement was ended before its stated maturity, removing this secured debt arrangement from the company’s capital structure.
22nd Century Group, Inc. reported that its audit committee has replaced Freed Maxick P.C. as its independent registered public accounting firm with WithumSmith+Brown, PC, effective August 22, 2025, following Withum’s acquisition of certain assets of the prior firm. The company states that Freed Maxick’s audit reports on the financial statements for the years ended December 31, 2023 and 2024 contained no adverse opinions, disclaimers of opinion, or qualifications related to uncertainty, scope, or accounting principles, and that there were no disagreements or reportable events under SEC rules during that period.
The company also notes that it did not consult Withum on accounting or auditing matters, or on the type of audit opinion to be issued, before the engagement, and has filed Withum’s confirming letter as an exhibit.
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.
22nd Century Group (XXII) has entered into a significant Master Services Agreement with an existing customer, expanding their manufacturing partnership. The new five-year exclusive agreement represents a substantial expansion of their previous supply relationship.
Key aspects of the agreement include:
- Exclusive manufacturing rights for four existing Pinnacle cigarette brands currently in retail distribution
- Rights to manufacture up to seven new products, including three low nicotine SKUs, two natural style brands, and two moist snuff products
- Royalty payment structure to Customer for each carton manufactured and sold to distributors
This strategic agreement strengthens 22nd Century Group's position in the tobacco manufacturing sector and expands their product portfolio beyond their previous cigarette-only supply arrangement. The agreement's details will be fully disclosed in the company's upcoming Annual Report.