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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. Warrant Inducement On June 8, 2026, the Company commenced a warrant inducement offering (the “ Warrant Inducement ”) with the holders of certain outstanding warrants to purchase up to an aggregate of 5,345,591 shares of common stock (collectively, the “ Existing Warrants ”), which Existing Warrants are exercisable at an exercise price of $3.57. The Company offered the holders of the Existing Warrants an inducement period whereby the Company agreed t…
Material Modification to Rights of Security Holders. On June 10, 2026, the Company will fill a Certificate of Amendment (the “ Certificate ”) pursuant to Nevada Revised Statutes (“ NRS ”) Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-20 reverse stock split of the Company’s issued and outstanding shares of common stock (the “ Reverse Stock Split ”). Reason for the Reverse Stock Split The Reverse Stock Split was effected solely to enable the Company to ex…
Material Modification to Rights of Security Holders. On June 10, 2026, the Company will fill a Certificate of Amendment (the “ Certificate ”) pursuant to Nevada Revised Statutes (“ NRS ”) Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-20 reverse stock split of the Company’s issued and outstanding shares of common stock (the “ Reverse Stock Split ”). Reason for the Reverse Stock Split The Reverse Stock Split was effected solely to enable the Company to ex…
Entry into a Material Definitive Agreement. Warrant Inducement On June 8, 2026, the Company commenced a warrant inducement offering (the “ Warrant Inducement ”) with the holders of certain outstanding warrants to purchase up to an aggregate of 5,345,591 shares of common stock (collectively, the “ Existing Warrants ”), which Existing Warrants are exercisable at an exercise price of $3.57. The Company offered the holders of the Existing Warrants an inducement period whereby the Company agreed t…
Unregistered Sales of Equity Securities The disclosure required by this Item, and included in
Unregistered Sales of Equity Securities The disclosure required by this Item, and included in
Disclosure of Results of Operations and Financial Condition On May 7, 2026, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended March 31, 2026. A copy of the earnings release is furnished as Exhibit 99.1 to this report. The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by…
Entry into a Material Definitive Agreement. On May 1, 2026, 22nd Century Group, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to its Registration Statement on Form S-3 (Registration No. 333-294792) permitting the Company to sell $6,400,000 shares of the Company’s common stock pursuant to its sales agreement (as amended, the “Sales Agreement”) with Needham & Company, LLC. As of the date of the prospectus supplement, the Company had offered and s…
Disclosure of Results of Operations and Financial Condition On March 26, 2026, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter and full year ended December 31, 2025. A copy of the earnings release is furnished as Exhibit 99.1 to this report. The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be dee…
Material Modification to Rights of Security Holders. The description of the terms of the Series B Preferred Stock under
Entry into a Material Definitive Agreement. On March 20, 2026, 22nd Century Group, Inc. (the “Company”) and certain investors (the “Investors”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with respect to the offer and sale of up to $20 million of shares of Series B Convertible Preferred Stock, stated value $1,000 per share (the “Series B Preferred Stock”) and warrants (the “Warrants”) to purchase shares of common stock (“Common Stock”) pursuant to a regi…
Disclosure of Results of Operations and Financial Condition On February 20, 2026, the Company issued a prelminary earnings release for the fourth quarter and year ended December 31, 2025. A copy of the earnings release is furnished as Exhibit 99.1 to this report. The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporat…
Material Modification to Rights of Security Holders. On January 22, 2026, 22nd Century Group, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-15 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). Reason for the Reverse Stock Split The Reverse Stock Split was effected solely to en…
Entry into a Material Definitive Agreement. Preferred Stock Amendment On December 17, 2205, 22nd Century Group, Inc. (the “ Company ”) entered into an Omnibus Amendment and Waiver (the “ Amendment Agreement ”) with the holders (“ Holders ”) of the outstanding Series A Convertible Preferred Stock (the “ Preferred Stock ”) to amend the Securities Purchase Agreement, dated as of August 22, 2025 (as amended, the “ Purchase Agreements ”), the Certificate of Designations of Series A Convertible Pre…
Material Modification to Rights of Security Holders The matters described in
Entry into a Material Definitive Agreement. On November 4, 2025, 22nd Century Group, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (the “Sales Agent”) under which the Company may issue and sell in a registered offering shares of our common stock having an aggregate offering price of up to $25,000,000 from time to time through or to the Sales Agent (the “ATM Offering”). The Company currently intends to use any net proceeds from this ATM…
Disclosure of Results of Operations and Financial Condition On November 4, 2025, the Company issued an earnings release for the quarter ended September 30, 2025. A copy of the earnings release is furnished as Exhibit 99.1 to this report. The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On November 3, 2025, the Company entered into executive employment agreements with certain executives, including its named executive officers (the “Employment Agreements”). The Employment Agreements have the initial durations indicated in the table below (the “Initial Term”), with automatic one-year renewal periods unless either party provides advan…
Other Events. On September 18, 2025 (the “Effective Date”), 22nd Century Group, Inc. (the “Company”) settled its outstanding litigation with its insurer related to the November 2022 fire at the Company’s Grass Valley manufacturing facility in Oregon. Under the terms of the settlement, the insurer will pay the Company an aggregate amount of $9,500,000 in cash and the parties will file a stipulated dismissal of the action with prejudice. Item 9.01(d): Financial Statements and Exhibits. Exhibit…
Termination of a Material Definitive Agreement. Senior Secured Credit Facility On September 18, 2025, 22nd Century Group, Inc. (the “Company”) repaid in full all outstanding obligations under, and terminated, that certain Securities Purchase Agreement, dated as of March 3, 2023 (as amended from time to time, the “JGB SPA”), the related debentures issued thereunder (the “Debentures”), and the related security and collateral documents, by and among the Company, JGB Partners, LP, JGB Capital, LP…
Changes in Registrant’s Certifying Accountant. (a) Replacement of Previous Independent Registered Public Accounting Firm On August 22, 2025, the Audit Committee (the “ Committee ”) of the Board of Directors (the “Board”) of 22 nd Century Group, Inc. (the “Company”) approved the replacement of Freed Maxick P.C. (“FM”) as the Company’s independent registered public accounting firm, due to the acquisition of certain assets of FM by Withum Smith+Brown, PC (“Withum”), effective immediately, and in…
Entry into a Material Definitive Agreement. On August 22, 2025, 22nd Century Group, Inc. (the “Company”) and certain investors (the “Investors”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with respect to the offer and sale of $10.65 million of shares of Series A Convertible Preferred Stock, stated value $1,000 per share (the “Series A Preferred Stock”), initially convertible into an aggregate of 4,863,013 shares of the Company’s common stock (the “Commo…
Material Modification to Rights of Security Holders. The description of the terms of the Series A Preferred Stock under
Disclosure of Results of Operations and Financial Condition On August 14, 2025, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended June 30, 2025. A copy of the earnings release is furnished as Exhibit 99.1 to this report. The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated…
Entry into a Material Definitive Agreement. On June 23, 2025, 22nd Century Group, Inc. (the “Company”) entered into a Master Services Agreement along with product specific addendums (collectively, the “Agreement’) with an existing customer (“Customer”). Pursuant to the Agreement, the Company will be the exclusive manufacturer of Customer’s Pinnacle cigarette and moist snuff brands for a period of five (5) years. The Agreement includes four (4) Pinnacle cigarette brands currently sold in their…
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