[SCHEDULE 13G/A] 22nd Century Group Inc. SEC Filing

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Group holds 4.9% economic interest via shared control; below 5% threshold, so disclosure is required but not a controlling stake.

The filing documents a 602,654-share position attributable to a coordinated group of investment entities and individuals. The position is reported with shared voting and dispositive power, and the calculation explicitly includes shares underlying warrants subject to ownership limitations. Because the reported interest is 4.9% of the fully-diluted class, it remains under common 5% materiality thresholds for control changes, indicating a disclosure-focused filing rather than a change-of-control intent. All figures and classifications are taken directly from the filing.

Corporate Governance Expert

TL;DR: Multiple related reporting persons coordinate holdings with shared authority; disclosure clarifies limits on warrant exercise.

The schedule shows coordinated ownership among affiliated entities and principals, each reporting identical shared voting and dispositive power for the same 602,654 shares. The filing notes that warrants contain beneficial ownership limitations preventing exercise beyond certain thresholds, and the reported percent explicitly accounts for those limits. The content confirms organizational jurisdictions for each filer but contains no statements about plans to influence control. Interpretation is limited to the filing's facts.

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)

90137F301

(CUSIP Number)

06/30/2025

(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. 90137F301

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 602,654.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 602,654.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

602,654.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 90137F301

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 602,654.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 602,654.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

602,654.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. 90137F301

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 602,654.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 602,654.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

602,654.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 90137F301

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 602,654.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 602,654.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

602,654.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

FI, CO

SCHEDULE 13G

CUSIP No. 90137F301

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 602,654.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 602,654.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

602,654.00

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)

4.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 90137F301

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 602,654.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 602,654.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

602,654.00

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)

4.9 %

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: 321 Farmington Road Mocksville, North Carolina 27028
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.: 90137F301
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: Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 602,654 shares of Common Stock held by the Fund.
(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 4.9% of the outstanding shares of Common Stock, which includes shares of Common Stock underlying outstanding warrants (each, a "Warrant," and collectively, the "Warrants") held by Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam. Each Warrant includes a beneficial ownership limitation. The Warrants may not be exercised to the extent the Reporting Persons would, in the case of some of the Warrants, beneficially own more than 4.99% of the outstanding Common Stock. The beneficial ownership set forth herein takes into account the foregoing limitation. This percentage is determined by dividing 602,654 by 12,077,238, which is the sum of: (i) 11,507,622 shares of Common Stock issued and outstanding, as reported in the Issuer's Quarterly Report on form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 12, 2025; and (ii) 569,616, the number of shares of Common Stock receivable by the Fund upon exercise of the Warrants.
(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.
	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 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:	08/14/2025

Anson Management GP LLC

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2025

Tony Moore

Signature:	/s/ Tony Moore
Name/Title:	Tony Moore, Manager
Date:	08/14/2025

Anson Advisors Inc.

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	08/14/2025

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	08/14/2025

Amin Nathoo

Signature:	/s/ Amin Nathoo
Name/Title:	Amin Nathoo, Director
Date:	08/14/2025

Moez Kassam

Signature:	/s/ Moez Kassam
Name/Title:	Moez Kassam, Director
Date:	08/14/2025

FAQ

How many shares of XXII does Anson Funds Management LP and affiliates report owning?

They report beneficial ownership of 602,654 shares of common stock.

What percent of 22nd Century Group (XXII) does the reported position represent?

The filing states this represents 4.9% of the outstanding common stock on a fully-diluted basis.

Does any reporting person have sole voting or dispositive power over these shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power; all power is reported as shared.

Are warrants included in the ownership calculation for the 4.9% figure?

Yes. The denominator includes 569,616 shares issuable upon exercise of warrants, and the filing notes warrant exercise limitations.

Who are the named reporting persons in this Schedule 13G/A for XXII?

Reported filers are Anson Funds Management LP, Anson Management GP LLC, Anson Advisors Inc., Tony Moore, Amin Nathoo, and Moez Kassam.