Every DEF 14A that 22nd Century Group Inc. (XXII) has filed with the SEC in the last 12 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 DEF 14A covers the proxy statement, with executive pay and the shareholder votes, 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 is asking stockholders at an August 5, 2026 special meeting to approve several capital-structure actions. The company seeks authority for a reverse stock split of its common stock at a ratio between 1-for-2 and 1-for-200 to help maintain compliance with Nasdaq’s $1.00 minimum bid rule. As of June 19, 2026, it had 516,328 common shares outstanding, including 171,204 shares held in abeyance. Stockholders are also being asked to approve 3,019,586 Inducement Warrants at a $6.32 exercise price, plus two potential future financings: up to $20 million of new convertible preferred stock with accompanying warrants and up to $10 million of common stock with accompanying warrants. All of these transactions could materially dilute existing holders but are framed as ways to access additional capital and support continued Nasdaq listing. A final proposal would allow adjournment of the meeting to solicit more proxies if needed.
22nd Century Group, Inc. is asking stockholders to vote at its 2026 Annual Meeting on June 11, 2026 in El Paso, Texas. Holders of common stock as of May 1, 2026, when 1,106,375 shares were outstanding, are entitled to one vote per share.
Investors will vote on three items: electing Lucille S. Salhany to the Board until 2029, an advisory “say on pay” approval of 2025 executive compensation, and ratifying WithumSmith+Brown PC as independent auditor for 2026. The Board recommends voting “FOR” all three proposals.
The proxy describes a pay program linking executive compensation to performance. For 2025, base salaries included $425,000 for CEO Lawrence D. Firestone, but no annual cash bonuses were earned. Instead, executives received long-term equity awards in stock options and restricted stock units that vest over three years.
New employment agreements signed in November 2025 provide severance and COBRA benefits if executives are terminated without cause or resign for good reason, with higher payouts following a change of control. The filing also outlines board structure, committee responsibilities, and independence, along with 2025 audit fees of $290,833 paid to Withum.
22nd Century Group, Inc. called a Special Meeting on February 20, 2026 to ask stockholders to approve several capital structure changes. The main item is a reverse stock split of common shares at a ratio between 1‑for‑2 and 1‑for‑200, without reducing authorized shares, aimed at helping the company meet Nasdaq’s $1.00 minimum bid price requirement. At 7,652,661 shares outstanding as of December 30, 2025, this could reduce outstanding shares to as few as 38,264, increasing the number of unissued shares available for future use.
Stockholders are also being asked to approve provisions of the existing Series A Convertible Preferred Stock and an amendment to 10,028,302 August 2025 warrants that add anti‑dilution adjustments. These changes could allow issuances of more than 19.99% of the current common stock at prices below Nasdaq’s Minimum Price, and a failure to approve the Series A provisions could trigger cash redemption of that preferred stock. A fourth proposal would pre‑approve a potential future offering of up to $20 million of new convertible preferred stock and related warrants on similar terms, and a fifth proposal would allow adjournment of the meeting to gather additional votes.