22nd Century Group (XXII) gains 6.7% shareholder position from Anson-related funds

Rhea-AI Filing Summary

22nd Century Group, Inc. has a significant shareholder group led by Anson Funds entities and related individuals that collectively report beneficial ownership of 34,565 shares of common stock. This represents 6.7% of the outstanding common stock, based on 516,328 shares outstanding as referenced in a June 26, 2026 prospectus supplement.

The Anson-related entities and individuals share both voting and dispositive power over these 34,565 shares through private funds they advise. No sole voting or dispositive power is reported for any of the listed reporting persons; all reported authority over the shares is shared among them through their roles with the advised funds.

Key Figures

Shares beneficially owned: 34,565 shares Ownership percentage: 6.7% Shares outstanding baseline: 516,328 shares

3 metrics

Shares beneficially owned 34,565 shares Common stock held by funds advised by Anson-related entities

Ownership percentage 6.7% Portion of 22nd Century Group common stock reported as beneficially owned

Shares outstanding baseline 516,328 shares Common stock issued and outstanding cited from June 26, 2026 prospectus supplement

Key Terms

beneficial owners, shared voting power, shared dispositive power, co-investment advisors, +1 more

5 terms

beneficial owners financial

"are the beneficial owners of 6.7% of the outstanding Common Stock"

Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.

shared voting power financial

"Shared Voting Power 34,565.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 34,565.00"

co-investment advisors financial

"private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors"

Schedule 13D regulatory

"information that would otherwise be disclosed in a Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

What stake in XXII does the Anson group report in this Schedule 13G/A?

The Anson-related group reports beneficial ownership of 34,565 shares of 22nd Century Group common stock, representing 6.7% of the outstanding shares, held through one or more private funds they advise.

How many 22nd Century Group (XXII) shares are used as the outstanding base in this report?

The reported 6.7% ownership is calculated by dividing 34,565 shares by 516,328 shares, which is the number of common shares stated as issued and outstanding in a June 26, 2026 prospectus supplement.

Who are the reporting persons in the XXII Schedule 13G/A amendment?

The reporting persons are Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., and individuals Amin Nathoo and Moez Kassam, all tied to advising private funds that hold 22nd Century Group common stock.

Do the Anson-related filers have sole or shared voting power over XXII shares?

They report 0 shares with sole voting power and 34,565 shares with shared voting power. Dispositive power is also entirely shared over the same 34,565 shares, reflecting their joint authority through advised funds.

How is the 6.7% ownership in XXII structured among the Anson entities?

The 34,565 shares are held by private funds for which Anson Funds Management LP and Anson Advisors Inc. act as co-investment advisors. Related entities and individuals may direct the vote and disposition of these shares through their roles.

What type of securities in XXII are covered by this Anson group ownership filing?

The reported holdings consist of common stock of 22nd Century Group, Inc., with a stated par value of $0.00001 per share, all held indirectly through one or more private funds.

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Available on EDGAR 08/14/2026 - 03:45 PM Accepted by SEC EDGAR 08/14/2026 - 03:44 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

22nd Century Group, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Title of Class of Securities)

90137F707

(CUSIP Number)

06/30/2026

(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

Anson Funds Management LP

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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,565.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,565.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,565.00

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)

6.7 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 90137F707

1

Names of Reporting Persons

Anson Management GP 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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,565.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,565.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,565.00

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)

6.7 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP Number(s): 90137F707

1

Names of Reporting Persons

Tony Moore

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 34,565.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,565.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,565.00

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)

6.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 90137F707

1

Names of Reporting Persons

Anson Advisors Inc.

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,565.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,565.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,565.00

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)

6.7 %

12

Type of Reporting Person (See Instructions)

FI, CO

SCHEDULE 13G

CUSIP Number(s): 90137F707

1

Names of Reporting Persons

Amin Nathoo

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,565.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,565.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,565.00

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)

6.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 90137F707

1

Names of Reporting Persons

Moez Kassam

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 34,565.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 34,565.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

34,565.00

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)

6.7 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: 22nd Century Group, Inc.
(b)	Address of issuer's principal executive offices: 8560 MAIN STREET, SUITE 4, WILLIAMSVILLE, IN, 14221
Item 2.
(a)	Name of person filing: Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)	Address or principal business office or, if none, residence: For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore: 16000 Dallas Parkway, Suite 800 Dallas, Texas 75248 For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam: 181 Bay Street, Suite 4200 Toronto, ON M5J 2T3
(c)	Citizenship: Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)	Title of class of securities: Common Stock, $0.00001 par value
(e)	CUSIP No.: 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).
	Canadian Investment Advisor
Item 4.	Ownership
(a)	Amount beneficially owned: This Amendment No. 1 (this "Amendment") to Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Common Stock, $0.00001 par value (the "Common Stock"), of 22nd Century Group Inc., a Florida corporation (the "Issuer"). This Schedule 13G relates to the Common Stock of the Issuer purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (collectively, the "Funds"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the 34,565 Common Stock held by the Funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 34,565 Common Stock held by the Funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 34,565 Common Stock held by the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 34,565 Common Stock held by the Funds.
(b)	Percent of class: Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 6.7% of the outstanding Common Stock. This percentage is determined by dividing 34,565 by 516,328, which is the number Common Stock issued and outstanding, as reported in the Issuer's Prospectus Supplement filed under Rule 424(b)(3) with the Securities and Exchange Commission (the "SEC") on June 26, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Section 4(a)
	(ii) Shared power to vote or to direct the vote: See Section 4(a)
	(iii) Sole power to dispose or to direct the disposition of: See Section 4(a)
	(iv) Shared power to dispose or to direct the disposition of: See Section 4(a)
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Section 4(a)
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Section 4(a)
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 acquired and are held in the ordinary course of business and 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. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

Anson Funds Management LP

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2026

Anson Management GP LLC

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2026

Tony Moore

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2026

Anson Advisors Inc.

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	08/14/2026

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	08/14/2026

Amin Nathoo

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	08/14/2026

Moez Kassam

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	08/14/2026