22nd Century Group Inc.'s SEC filings document a tobacco products company centered on reduced-nicotine technology, VLN cigarette commercialization and public-company capital structure. Recent 8-K reports furnish operating results and business updates covering VLN distribution, branded tobacco products, contract manufacturing activity and financial condition.
The filings also record financing and governance matters, including common stock sales agreement disclosures, proxy materials, shareholder voting, Series A Convertible Preferred Stock matters, warrant amendments and Nasdaq-related capital actions. The company's material-event reports document a completed reverse stock split, security-holder rights changes, exhibits, XBRL cover data and formal board and stockholder actions under its Nevada corporate structure.
22nd Century Group, Inc. reported continuing-operations revenues of $2.864 million for the quarter ended June 30, 2026, down 29.9% from $4.083 million a year earlier, and $6.970 million for the first six months, down 30.6%. Contract manufacturing of cigarettes and filtered cigars remains the main revenue source, with a high concentration in a few customers (Customer A accounted for 70.23% of second‑quarter revenue).
The company generated a quarterly gross loss of $0.293 million and a six‑month gross loss of $0.927 million, modestly improved versus 2025 due to manufacturing cost savings and a $692 excise‑tax recovery, partly offset by $196 of aged inventory write‑offs. Operating loss from continuing operations was $3.291 million for the quarter and $6.329 million year‑to‑date, with higher SG&A and R&D outpacing reduced interest expense.
Net loss was $6.607 million for the first six months, but net loss available to common shareholders was much larger at $32.527 million after $18.134 million of deemed dividends and preferred‑stock redemption dividends. Cash and cash equivalents were $6.058 million at June 30, 2026, with $7.092 million of operating cash burn in six months and an accumulated deficit of $405.532 million. Management states there is substantial doubt about the company’s ability to continue as a going concern over the next year. A July 1, 2026 notice from Smoker Friendly will end a major manufacturing agreement after 180 days and is expected to trigger a $300 impairment in the third quarter.
22nd Century Group, Inc. updates its resale registration covering up to 3,019,586 shares of common stock issuable upon exercise of outstanding warrants from a June 9, 2026 private placement. The company and all warrant holders agreed to amend the warrants to temporarily reduce the exercise price to $0.3675 until 11:59 p.m. EST on August 18, 2026, after which the exercise price reverts to its prior level, and to allow the warrants to be exercised on a cashless basis at any time. The shares may be offered and sold from time to time by the selling stockholders. The common stock trades on the Nasdaq Capital Market under the symbol XXII and closed at $4.11 per share on August 13, 2026.
22nd Century Group, Inc. has a significant shareholder group led by Anson Funds entities and related individuals that collectively report beneficial ownership of 34,565 shares of common stock. This represents 6.7% of the outstanding common stock, based on 516,328 shares outstanding as referenced in a June 26, 2026 prospectus supplement.
The Anson-related entities and individuals share both voting and dispositive power over these 34,565 shares through private funds they advise. No sole voting or dispositive power is reported for any of the listed reporting persons; all reported authority over the shares is shared among them through their roles with the advised funds.
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. registered up to 3,019,586 shares of common stock issuable upon exercise of outstanding warrants for resale by the named selling stockholders. The resale registration permits the selling holders to sell these warrant shares from time to time; the company will not receive proceeds from such resale.
The prospectus states the warrants were issued in a private placement on June 9, 2026, and reports 516,328 shares outstanding as of June 12, 2026 and a Nasdaq closing price of $4.85 per share on June 25, 2026. The registration includes anti-dilution provisions for the warrants and selling holders face a 4.99%/9.99% beneficial ownership limit on exercise (holder election). The prospectus also summarizes terms of outstanding Series B Convertible Preferred Stock and other capital structure items.
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 is asking shareholders at a Special Meeting to approve a board-authorized reverse stock split at a ratio between 1-for-2 and 1-for-200, plus several Nasdaq-related financing items. The proposals include approval of 3,019,586 inducement warrants exercisable at an adjusted price of $6.32, a potential $20 million preferred-stock-and-warrant offering, and a potential $10 million common-stock-and-warrant offering.
The board may abandon the Reverse Split or choose any ratio within the stated range during the Authorized Period. The Reverse Split is stated to be intended to address Nasdaq minimum bid-price compliance. The proxy discloses current outstanding common shares of 516,328 as of June 12, 2026.