Welcome to our dedicated page for 22nd Century Group SEC filings (Ticker: XXII), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 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. prospectus supplement excerpts describe an offering and summarize product and corporate milestones. The company notes it received FDA authorization in December 2021 to market a combustible cigarette (VLN®) as a Modified Risk Tobacco Product using certain reduced nicotine exposure claims. VLN® began a pilot launch in April 2022 at select Circle K stores in and around Chicago and expanded with a phased rollout in 2023 to a footprint of more than 5,000 stores in 26 states. The prospectus shows offering economics including a per-share/underlying price and pro forma net tangible book value per share of $(0.0002). Placement agent fees are shown as $639,000 and gross proceeds before expenses as $10,011,000. The document also lists prospectus sections and related filing dates and exhibits referenced in the form.
22nd Century Group, Inc. filed a Form S-8 registration statement to register additional shares of its common stock for issuance under the Amended and Restated 22nd Century Group, Inc. 2021 Omnibus Incentive Plan. This filing uses General Instruction E, meaning it adds more securities of the same class previously registered for this employee benefit plan and incorporates earlier Form S-8 registrations by reference.
The company also incorporates by reference its most recent annual report, proxy statement, quarterly reports, and several current reports, along with the existing description of its common stock. These incorporated documents provide the financial, governance, and business information that supports the employee equity compensation program covered by this registration.
22nd Century Group, Inc. reporting persons led by Anson Funds Management LP disclose collective beneficial ownership of 602,654 shares, representing 4.9% of the outstanding common stock on a fully-diluted basis that includes shares issuable upon exercise of warrants. The filing shows no sole voting or dispositive power by any single filer; voting and dispositive power are reported as shared for the full 602,654 shares. The ownership count is calculated using 11,507,622 outstanding shares plus 569,616 shares issuable on warrants, for a denominator of 12,077,238 shares. Reporting entities include Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., and named individuals Tony Moore, Amin Nathoo and Moez Kassam, with organizational places of Texas, the United States and Canada as stated.
22nd Century Group reporting persons Iroquois Capital Management LLC, Richard Abbe and Kimberly Page disclosed warrant positions that together are presented as potential claims on the company's common stock but are constrained by a contractual ownership limit. The filing shows reported warrants to purchase 195,703 shares held through Iroquois Master Fund and 362,447 shares held through ICIG, producing an aggregate reported amount of 558,150 shares for Richard Abbe and 195,703 shares for each of Iroquois Capital and Kimberly Page. The statements calculate ownership as 4.99% of a 500,331-share base when giving effect to a contractual 4.99% blocker that prevents exercise of warrants that would exceed that threshold. The filing notes that the cover-page counts show full exercise numbers without deducting the blocker and that actual beneficial ownership after applying the blocker is lower.
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.