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. files its annual report describing a niche tobacco business built around VLN® reduced-nicotine cigarettes, the only combustible products with FDA Modified Risk Tobacco Product orders. The company leases a North Carolina factory capable of producing more than 45 million cartons annually and also does contract manufacturing.
Management discloses a long history of losses, negative cash flow and “substantial doubt” about its ability to continue as a going concern, with approximately $3.8 million of cash and cash equivalents as of March 20, 2026. It depends heavily on raising additional capital, and warns it may need to liquidate assets, curtail operations or seek bankruptcy protection if funding is unavailable.
The report highlights significant regulatory and competitive risk: operations rely on FDA marketing and MRTP orders for its very low nicotine cigarettes, with current exposure‑modification authority expiring in December 2026 and an extension request submitted in 2025. As of June 30, 2025, aggregate market value of common stock was about $3.5 million, with 662,023 shares outstanding on March 20, 2026 and only 32 employees, underscoring the company’s small scale, Nasdaq listing vulnerability and potential dilution from outstanding warrants and convertible preferred shares.
22nd Century Group, Inc. is registering securities in connection with a $20.0 million registered direct offering of newly designated Series B Convertible Preferred Stock and accompanying warrants.
The registration covers up to 28,011,204 shares of Common Stock issuable upon conversion of the Series B Preferred Stock using the floor conversion price of $0.714 per share, and up to 5,602,244 shares of Common Stock issuable upon exercise of the Warrants; combined underlying shares total up to 33,868,491.
The offering comprises 20,000 shares of Series B Preferred Stock (stated value $1,000 per share), initially convertible at $3.57 per share (alternative conversion at a 15% discount to the lowest 20-day VWAP), and Warrants exercisable at $3.57 for 5 years. An Initial Closing will deliver ~16,000 Series B shares (with ~4,481,795 accompanying Warrants) and a conditional Second Closing would deliver the remaining 4,000 Series B shares (and ~1,120,449 accompanying Warrants) subject to specified equity-price and volume conditions. Stockholder approval was obtained at the February 20, 2026 Special Meeting.
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. received a Schedule 13G showing that Anson Funds–related entities collectively own 763,212 shares of its common stock, equal to 9.9% of the class as of the event date. The stake is held through one or more private funds advised by Anson Funds Management LP and Anson Advisors Inc., with voting and investment power shared among Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo and Moez Kassam. The ownership percentage is based on 7,652,661 shares outstanding reported in the company’s definitive proxy statement filed on December 30, 2025. The filers certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
22nd Century Group, Inc. investor Gregory Castaldo reports that he no longer beneficially owns any shares of the company’s common stock. The amended Schedule 13G/A shows 0.00 shares beneficially owned, representing 0.0% of the class, with no sole or shared voting or dispositive power.
The filing also confirms that any past holdings were not acquired or held to change or influence control of 22nd Century Group, but instead under circumstances consistent with a passive investment status.
22nd Century Group, Inc. common stock ownership reported by Jonathan Schechter has fallen to zero in this amended Schedule 13G. The filing shows he beneficially owns 0.00 shares, representing 0.0% of the company’s common stock. He also reports no sole or shared voting or dispositive power over any shares.
The amendment states that his holdings are now below the 5% reporting threshold and confirms that the securities referenced were not acquired or held to change or influence control of the company, consistent with a passive ownership posture.
22nd Century Group, Inc. received an amended Schedule 13G filing showing that former reporting holders Joseph Reda and SEG Opportunity Fund, LLC now report 0 shares of common stock beneficially owned, representing 0.0% of the class.
Both parties report no sole or shared voting or dispositive power over any shares and certify that the securities previously reported were not acquired or held to change or influence control of the company. The amendment formally reflects their status as owning 5% or less of the outstanding common stock.
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. 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.