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. 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.
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) director Andrew Arno reported equity awards. On 11/10/2025, he acquired 17,295 shares of common stock for $0, described as restricted stock units that vest 1/3 each on November 10, 2026, 2027, and 2028, subject to continued service. He also received a non‑qualified stock option for 51,888 shares at an exercise price of $1.27, expiring 11/10/2035, vesting 1/3 annually on the grant anniversary.
Following the reported transactions, common stock beneficially owned was 17,481 shares, held directly. The filing also lists an existing option for 553 shares at $46.23, expiring 03/10/2035. Share amounts reflect a 1‑for‑23 stock split effective June 20, 2025.
22nd Century Group (XXII) executive Robert P. Manfredonia reported equity awards dated 11/10/2025.
He received 32,429 shares of common stock at $0 pursuant to restricted stock units that vest 1/3 on November 10, 2026, 2027, and 2028. He was also granted 97,288 stock options with a $1.27 exercise price, vesting 1/3 annually per grant terms. Following these transactions, he directly owned 33,062 shares and held 1,900 options with a $46.23 exercise price expiring 03/10/2035. Share counts reflect a 1-for-23 split effected June 20, 2025.
22nd Century Group (XXII) reported an insider equity grant. The company’s VP and Deputy General Counsel acquired 37,146 shares of common stock at $0 on 11/10/2025, reflecting a restricted stock unit award that vests one-third annually on November 10, 2026, 2027, and 2028, subject to continued service.
The officer also received a stock option for 111,439 shares at an exercise price of $1.27, expiring 11/10/2035, vesting one-third per year on the grant anniversary. Beneficial ownership after the report was 37,871 shares (direct). Counts reflect the issuer’s 1-for-23 stock split effective June 20, 2025. An earlier option for 2,176 shares at $46.23 expiring 03/10/2035 is also listed.
22nd Century Group, Inc. (XXII) reported an insider equity award for its Vice President of Manufacturing Operations. On November 10, 2025, the officer acquired 32,429 shares of common stock in the form of restricted stock units at a price of $0 per share, increasing direct holdings to 33,062 shares. These restricted stock units vest in three equal installments on November 10, 2026, 2027 and 2028, subject to continued service with the company.
On the same date, the officer also received a stock option to buy 97,288 shares of common stock at an exercise price of $1.27 per share, expiring on November 10, 2035, vesting one-third each year on the anniversary of the grant date, subject to continued service. An additional previously granted stock option for 1,900 shares at an exercise price of $46.23, expiring on March 10, 2035, remains directly held.
22nd Century Group (XXII) reported an insider equity award for a director on 11/10/2025. The filing shows an acquisition of 11,006 restricted stock units at a stated price of $0. Following the transaction, the reporting person held 11,114 shares directly.
The director also received a non‑qualified stock option for 33,020 shares with a $1.27 exercise price, expiring 11/10/2035, and holds an existing option for 322 shares at $46.23 expiring 03/10/2035. The RSUs vest 1/3 per year on November 10, 2026, 2027, and 2028, and options vest 1/3 annually on the grant anniversary, all subject to continued service. Share amounts reflect a 1‑for‑23 stock split effective June 20, 2025.