22nd Century Group (NASDAQ: XXII) investor reports 9.9% stake

Rhea-AI Filing Summary

22nd Century Group, Inc. (symbol XXII) is reported to have 713,994 shares of Common Stock outstanding as of August 14, 2026. A group consisting of Iroquois Capital Management LLC, Richard Abbe, and Kimberly Page has filed a Schedule 13G disclosing their beneficial ownership.

The group’s ownership includes 28,531 shares of Common Stock held directly by Iroquois Master Fund Ltd. and 42,293 shares held directly by Iroquois Capital Investment Group LLC, for a total of 70,824 shares that may be attributed to Richard Abbe (approximately 9.9% of the class). Iroquois Capital Management LLC and Kimberly Page each report beneficial ownership of 28,531 shares, or about 4.0% of the class. The reporting persons detail their sole and shared voting and dispositive powers and each disclaims beneficial ownership except to the extent of their pecuniary interest.

Key Figures

Shares outstanding: 713,994 shares Richard Abbe beneficial ownership: 70,824 shares Richard Abbe ownership percentage: 9.9% +4 more

7 metrics

Shares outstanding 713,994 shares Common Stock of 22nd Century Group outstanding as of August 14, 2026

Richard Abbe beneficial ownership 70,824 shares Total shares of Common Stock beneficially owned, representing 9.9% of the class

Richard Abbe ownership percentage 9.9% Percent of 22nd Century Group Common Stock outstanding as of August 14, 2026

Iroquois Capital Management LLC beneficial ownership 28,531 shares Shares of Common Stock held via Iroquois Master Fund Ltd., 4.0% of class

Kimberly Page beneficial ownership 28,531 shares Shares of Common Stock beneficially owned, representing 4.0% of the class

Shares held by Iroquois Master Fund Ltd. 28,531 shares Common Stock of 22nd Century Group held directly by IMF

Shares held by Iroquois Capital Investment Group LLC 42,293 shares Common Stock of 22nd Century Group held directly by ICIG

Key Terms

beneficial owner, pecuniary interest, dispositive power, Schedule 13G, +1 more

5 terms

beneficial owner financial

"may each be deemed to be the beneficial owner of all shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"disclaim beneficial ownership of these shares, except to the extent of its, his or her pecuniary interest"

dispositive power financial

"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 28,531.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13G regulatory

"Row 9 of each Reporting Person's cover page to this sets forth"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Joint Filing Agreement regulatory

"Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1)"

FAQ

What percentage of 22nd Century Group (XXII) does Richard Abbe report owning in this Schedule 13G?

Richard Abbe reports beneficial ownership of 70,824 shares of 22nd Century Group Common Stock, representing approximately 9.9% of the outstanding shares based on 713,994 shares outstanding as of August 14, 2026.

How many 22nd Century Group (XXII) shares are reported as beneficially owned by Iroquois Capital Management LLC?

Iroquois Capital Management LLC reports beneficial ownership of 28,531 shares of 22nd Century Group Common Stock, representing approximately 4.0% of the class, all of which are held directly by Iroquois Master Fund Ltd.

What is Kimberly Page’s reported ownership stake in 22nd Century Group (XXII)?

Kimberly Page reports beneficial ownership of 28,531 shares of 22nd Century Group Common Stock, or approximately 4.0% of the outstanding shares. These shares are held by Iroquois Master Fund Ltd., for which she shares investment authority.

How many 22nd Century Group (XXII) shares are outstanding according to this filing?

The filing states that the ownership percentages are based on 713,994 shares of 22nd Century Group Common Stock outstanding as of August 14, 2026, as represented in the company’s Quarterly Report on Form 10-Q.

How are the 22nd Century Group (XXII) shares split between IMF and ICIG in this Schedule 13G?

The reporting group’s ownership includes 28,531 shares of Common Stock held directly by Iroquois Master Fund Ltd. (IMF) and 42,293 shares held directly by Iroquois Capital Investment Group LLC (ICIG).

Do the reporting persons fully admit beneficial ownership of all 22nd Century Group (XXII) shares reported?

No. Each reporting person disclaims beneficial ownership of shares owned by the others, except to the extent of his or her or its pecuniary interest in such shares, and notes that the filing should not be construed as an admission of beneficial ownership.

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Available on EDGAR 08/25/2026 - 08:07 AM Accepted by SEC EDGAR 08/25/2026 - 08:06 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

22nd Century Group

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

90137F707

(CUSIP Number)

08/14/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 90137F707

1

Names of Reporting Persons

Iroquois Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 28,531.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 28,531.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

28,531.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 90137F707

1

Names of Reporting Persons

Richard Abbe

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 42,293.00
6	Shared Voting Power 28,531.00
7	Sole Dispositive Power 42,293.00
8	Shared Dispositive Power 28,531.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

70,824.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 90137F707

1

Names of Reporting Persons

Kimberly Page

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 28,531.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 28,531.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

28,531.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: 22nd Century Group
(b)	Address of issuer's principal executive offices: 321 Farmington Road, Mocksville, NC 27028
Item 2.
(a)	Name of person filing: This statement is being filed by (i) Iroquois Capital Management LLC, a Delaware limited liability company ("Iroquois"), (ii) Richard Abbe, and (iii) Kimberly Page ("Mr. Abbe" and "Ms. Page," together with Iroquois, the "Reporting Persons"). Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund Ltd. ("IMF") with Ms. Kimberly Page, each of whom is a director of IMF. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by IMF. Iroquois Capital is the investment advisor for IMF and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of Iroquois Capital Investment Group LLC ("ICIG"). As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons disclaim beneficial ownership of these shares, except to the extent of its, his or her pecuniary interest in such shares, if any.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583.
(c)	Citizenship: Iroquois Capital Management LLC is a Delaware limited liability company. Richard Abbe is an individual who is a citizen of the United States of America. Kimberly Page is an individual who is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, par value $0.00001 per share
(e)	CUSIP Number(s): 90137F707
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference. The Reporting Persons' ownership of the Issuer's securities includes 28,531 shares of Common Stock held directly by IMF and 42,293 shares of Common Stock held directly by ICIG.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference. Such percentage is based on 713,994 shares of Common Stock of the Issuer outstanding as of August 14, 2026, as represented in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Iroquois Capital Management, LLC

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe, President
Date:	08/24/2026

Richard Abbe

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe, President
Date:	08/24/2026

Kimberly Page

Signature:	/s/ Kimberly Page
Name/Title:	Kimberly Page
Date:	08/24/2026

Exhibit Information

Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.