Iroquois Discloses Warrants for 558,150 XXII Shares; 4.99% Blocker

Rhea-AI Filing Summary

22nd Century Group reporting persons Iroquois Capital Management LLC, Richard Abbe and Kimberly Page disclosed warrant positions that together are presented as potential claims on the company's common stock but are constrained by a contractual ownership limit. The filing shows reported warrants to purchase 195,703 shares held through Iroquois Master Fund and 362,447 shares held through ICIG, producing an aggregate reported amount of 558,150 shares for Richard Abbe and 195,703 shares for each of Iroquois Capital and Kimberly Page. The statements calculate ownership as 4.99% of a 500,331-share base when giving effect to a contractual 4.99% blocker that prevents exercise of warrants that would exceed that threshold. The filing notes that the cover-page counts show full exercise numbers without deducting the blocker and that actual beneficial ownership after applying the blocker is lower.

Positive

• Transparent disclosure of warrant positions and the ownership calculation
• Contractual 4.99% blocker explicitly described, clarifying exercise limits

Negative

• None.

Insights

Securities Analyst

TL;DR: Reporting persons disclose warrant positions near a 4.99% ownership cap; holdings are presented as warrants, not current common shares.

The filing documents material warrant positions tied to two investment vehicles and to an individual with overlapping authority. The critical technical point is the 4.99% blocker, which constrains exercise and is used to compute the reported 4.99% ownership levels against a 500,331 share base. For investors, the form clarifies that the numbers on the cover pages reflect the maximum shares issuable upon full exercise, but they do not reflect the ownership limits that would reduce actual post-exercise holdings. This is a procedural disclosure of potential conversion exposure rather than a transfer of voting control today.

Corporate Governance Expert

TL;DR: Disclosure shows shared decision authority across reporting persons and confirms contractual limits on conversion to avoid exceeding a 4.99% ownership threshold.

The statement explains that Mr. Abbe and Ms. Page share authority over the fund that holds reported warrants and that Mr. Abbe also controls a separate vehicle with reported warrants. The filing emphasizes the blocker mechanism that prevents exercise beyond 4.99%, and it explicitly states that the presented exercise figures do not give effect to that blocker. This preserves a clear record of potential security interests while indicating no present rollover of voting control above the stated threshold.

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

(Title of Class of Securities)

90137F509

(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. 90137F509

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 195,703.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 195,703.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

195,703.00

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)

4.99 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: 195,703 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* * As more fully described in Item 4, the Warrants are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

SCHEDULE 13G

CUSIP No. 90137F509

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 362,447.00
6	Shared Voting Power 195,703.00
7	Sole Dispositive Power 362,447.00
8	Shared Dispositive Power 195,703.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

558,150.00

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)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: 558,150 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* * As more fully described in Item 4, the Warrants are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

SCHEDULE 13G

CUSIP No. 90137F509

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 195,703.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 195,703.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

195,703.00

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)

4.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: 195,703 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* * As more fully described in Item 4, the Warrants are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: 22nd Century Group, Inc.
(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. ("Iroquois Master Fund") with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund 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.
(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
(e)	CUSIP No.: 90137F509
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 on the cover pages hereto. As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. held 0 shares of Common Stock and Reported Warrants to purchase 195,703 shares of Common Stock (subject to the Blockers), and ICIG held 0 shares of Common Stock and Reported Warrants to purchase 362,447 shares of Common Stock (subject to the Blockers). Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (collectively, the "Blockers").
(b)	Percent of class: See Item 11 on the cover pages hereto. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 500,331 shares of Common Stock issued and outstanding as represented in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2025 and assumes the exercise of the Company's Reported Warrants, each subject to the Blockers. The percentage set forth in Item 11 of the cover page for each Reporting Person gives effect to the Blockers, if applicable.
(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.

Iroquois Capital Management, LLC

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe, President
Date:	08/13/2025

Richard Abbe

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe
Date:	08/13/2025

Kimberly Page

Signature:	/s/ Kimberly Page
Name/Title:	Kimberly Page
Date:	08/13/2025

FAQ

What does the 4.99% ownership figure mean for XXII?

The filing reports ownership as 4.99%, calculated on a 500,331-share base and reflecting a contractual 4.99% blocker that limits warrant exercise.

How many shares are reported as issuable upon exercise of warrants?

The filing reports warrants to purchase 195,703 shares (Iroquois Master Fund) and 362,447 shares (ICIG), with an aggregate reported amount of 558,150 for Richard Abbe.

Are the reported holdings current common shares or warrants?

The document shows these positions as warrants to purchase common stock, not as presently held common shares.

Do the cover-page numbers reflect the effect of the blocker?

No. The filing states the cover-page numbers show full exercise amounts without giving effect to the 4.99% blockers, and actual ownership after applying blockers would be lower.

Who are the reporting persons for these positions in XXII?

The reporting persons are Iroquois Capital Management LLC, Richard Abbe, and Kimberly Page.