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.
Positive
None.
Negative
None.
Insights
Key former holders now report zero beneficial ownership in XXII.
The filing shows Joseph Reda and SEG Opportunity Fund, LLC reducing their reported beneficial ownership in 22nd Century Group common stock to 0 shares, or 0.0% of the class. They also report no voting or dispositive power over any shares.
This type of Schedule 13G/A update is a compliance step that formally records their exit from reportable ownership status. Actual market impact depends on when prior sales occurred, which is not detailed here. The filing mainly updates public records of significant-holder positions as of 02/13/2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
22nd Century Group, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
90137F608
(CUSIP Number)
02/13/2026
(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)
SCHEDULE 13G
CUSIP No.
90137F608
1
Names of Reporting Persons
Joseph Reda
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
90137F608
1
Names of Reporting Persons
SEG Opportunity Fund, 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
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
22nd Century Group, Inc.
(b)
Address of issuer's principal executive offices:
321 Farmington Road Mocksville, North Carolina 27028
Item 2.
(a)
Name of person filing:
This statement is jointly filed by and on behalf of each of Joseph Reda and SEG Opportunity Fund, LLC, a New York limited liability company ("SEG", and together with Mr. Reda, "Reporting Persons"). Mr. Reda is the manager of, and may be deemed to beneficially own securities beneficially owned by, SEG. SEG is the record and direct beneficial owner of the shares of Common Stock of the Issuer covered by this statement.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Address or principal business office or, if none, residence:
For Joseph Reda:
1324 Manor Circle Pelham, NY 10803
For SEG Opportunity Fund, LLC:
135 Sycamore Drive Roslyn, NY 11576
(c)
Citizenship:
Joseph Reda is a citizen of the United States. SEG is a New York limited liability company.
(d)
Title of class of securities:
Common Stock, $0.00001 par value per share
(e)
CUSIP No.:
90137F608
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:
See Item 9 on the cover pages(s) hereto.
(b)
Percent of class:
See Item 11 on the cover page(s) hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
What does the Schedule 13G/A filing for 22nd Century Group (XXII) show?
The Schedule 13G/A shows former reporting holders now report zero beneficial ownership of 22nd Century Group common stock. It updates that they hold no shares, no voting power, and represent 0.0% of the class as of February 13, 2026.
Who are the reporting persons in the 22nd Century Group (XXII) Schedule 13G/A?
The reporting persons are Joseph Reda and SEG Opportunity Fund, LLC, a New York limited liability company. SEG previously held the reported common stock, with Reda as its manager, but both now report beneficial ownership of 0 shares and 0.0% of the class.
How many 22nd Century Group (XXII) shares do the filers currently own?
The filers report beneficial ownership of 0 shares of 22nd Century Group common stock. They list zero sole or shared voting power and zero dispositive power, resulting in an aggregate ownership of 0 shares, or 0.0% of the outstanding class.
Does the 22nd Century Group (XXII) Schedule 13G/A indicate control intentions?
The filers certify the securities were not acquired or held to change or influence control of 22nd Century Group. They also state the holdings are not connected with any control-related transaction, other than activities tied to a nomination under Rule 240.14a-11.
What is SEG Opportunity Fund, LLC’s role in the 22nd Century Group (XXII) filing?
SEG Opportunity Fund, LLC is identified as the record and direct beneficial owner of the shares previously reported. In this amendment, SEG now reports 0 shares and 0.0% ownership, with no sole or shared voting or dispositive power over 22nd Century Group common stock.
Why do the 22nd Century Group (XXII) filers disclaim certain beneficial ownership status?
The reporting persons state the joint filing should not be construed as an admission of beneficial ownership for any purpose. They also state it should not be taken as evidence they are acting as a group or partnership regarding 22nd Century Group securities.
