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. (XXII) reported that its Chief Financial Officer received new equity awards. On November 10, 2025, the officer acquired 37,146 shares of common stock in the form of restricted stock units at a price of $0. These units vest in three equal installments on November 10, 2026, 2027, and 2028, conditioned on continued service with the company.
Following this transaction, the officer beneficially owns 37,871 shares of common stock, reflecting adjustment for a 1-for-23 reverse stock split that took effect on June 20, 2025. The officer was also granted a stock option for 111,439 shares at an exercise price of $1.27 per share, expiring November 10, 2035, vesting one-third per year on the grant anniversary. An additional existing option covers 2,176 shares at an exercise price of $46.23, expiring March 10, 2035.
22nd Century Group (XXII) reported an insider equity grant for director David N. Keys. On 11/10/2025, he acquired 12,578 shares of common stock at $0, reported as restricted stock units that vest one-third on November 10, 2026, 2027, and 2028. Following the transaction, he beneficially owned 14,696 shares directly.
He was also granted a stock option for 37,737 shares at $1.27, expiring 11/10/2035, vesting one-third annually on the grant anniversary, and he holds a prior option for 6,357 shares at $2.01 expiring 03/10/2035.
22nd Century Group (XXII) launched an at‑the‑market offering of up to $25,000,000 in common stock through Needham & Company, which may act as agent or principal. Shares may be sold from time to time on Nasdaq or other methods permitted by law, with no minimum amount required to close. The Sales Agent will receive a 3.00% commission on gross proceeds.
The company plans to use any net proceeds for general corporate purposes, including expanding the VLN® reduced‑nicotine cigarette rollout, research and development, intellectual property, and working capital. Common stock outstanding was 6,987,290 shares as of November 3, 2025.
The filing notes sale parameters tied to the Series A Convertible Preferred Stock: ATM sales on a trading day are limited to up to 5% of daily volume if the stock trades above 125% of the Conversion Price, and up to 10% if above 150%. Illustrative dilution math shows, at an assumed price of $1.55 per share, as‑adjusted net tangible book value would be $1.69 per share, based on $25,000,000 in gross proceeds and offering expenses.
22nd Century Group (NASDAQ: XXII) reported Q3 2025 revenue of $4.0 million, down from $5.9 million a year ago. The quarter showed a gross loss of $1.1 million and an operating loss of $3.2 million. After other expense, loss from continuing operations was $3.8 million. The company recorded net income of $5.5 million, primarily due to $9.3 million of income from discontinued operations.
For the nine months, revenue was $14.1 million versus $20.4 million last year, with a $10.3 million loss from continuing operations and a $2.2 million net loss overall. Operating cash outflow was $10.5 million, and cash stood at $4.8 million at quarter-end. Management stated there is substantial doubt about the company’s ability to continue as a going concern.
On the balance sheet, total assets were $32.4 million and shareholders’ equity $18.4 million. The company fully repaid and terminated its Senior Secured Credit Facility on September 18, 2025, including $3.79 million of principal paid between August 29 and September 18, a $28 thousand prepayment penalty, and $416 thousand extinguishment charges, leaving no long‑term debt. Mezzanine equity included Series A preferred of $2.7 million. As of October 31, 2025, common shares outstanding were 6,987,290.
22nd Century Group (XXII) established a $25,000,000 at-the-market (ATM) offering with Needham & Company as sales agent, allowing the company to issue and sell common stock from time to time under its effective S-3. The company plans to use any net proceeds for general corporate purposes, including expanding its VLN reduced nicotine cigarettes through partner brands, R&D, intellectual property, and working capital.
The Sales Agent will receive a 3.00% commission on gross proceeds, and the company will reimburse up to $100,000 in legal fees for establishing the ATM and $10,000 per periodic update. Sales may be suspended at any time, and the agreement ends when all covered shares are sold or upon permitted termination.
Separately, the company furnished a quarterly earnings release and entered executive employment agreements. The CEO’s current base salary is $425,000 with severance of 1.5x salary plus target bonus (or 2.5x during a Change of Control employment period); the CFO’s current base salary is $315,000 with 1.0x (or 1.5x during such period). COBRA continuation is 18 months for the CEO and 12 months for the CFO.
Insider awards and holdings disclosed for 22nd Century Group, Inc. (XXII). A director received 2,118 restricted stock units on 08/25/2025 that vest on 03/10/2026 subject to continued service, and was granted 6,357 stock options on 08/25/2025 with an exercise price of $1.94 and an expiration on 03/10/2035; the options vest on 06/10/2026.
Following these reported transactions the reporting person beneficially owns 2,118 common shares from the RSUs and 6,357 underlying shares from the options, each held directly. The Form 4 was filed by one reporting person and signed on 10/06/2025.
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.