22nd Century Group Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 3.03. Material Modification to Rights of Security Holders.
On June 16, 2025, 22nd Century Group, Inc. (the “Company”) filed a Certificate of Change (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-23 reverse stock split of the Company’s (a) authorized shares of common stock; and (b) 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 expeditiously restore compliance with the continued listing standard of NASDAQ Capital Market (“NASDAQ”).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on June 20, 2025, and will be reflected with NASDAQ and in the marketplace at the open of business on June 20, 2025 (the “Effective Date”), whereupon the shares of common stock will begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s shares of common stock will continue to trade on NASDAQ under the symbol “XXII” but will trade under a new CUSIP Number, 90137F509.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 23.
No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.
Continental
Stock Transfer & Trust Company
ONE STATE STREET, 30th Floor
New York, New York 10004
Phone: (917) 262-2378
Please contact Continental Stock Transfer & Trust Company for further information, related costs and procedures before sending any certificates.
State Filing. The Reverse Stock Split was effected by the Company filing the Certificate pursuant to NRS Section 78.209 with the Secretary of State of the State of Nevada on June 16, 2025. The Certificate will not be effective until the Effective Date. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.
No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no stockholder approval was required. NRS Section 78.207 provides that the Reverse Stock Split may be implemented by a resolution adopted by the Board of Directors of the Company, without stockholder approval, if (x) both the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced as a result of the Reverse Stock Split; (y) the Reverse Stock Split does not adversely affect any other class of stock of the Company; and (z) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Company has complied with these requirements.
Capitalization. Prior to the Effective Date of the Certificate, the Company was authorized to issue 250,000,000 shares of common stock. As a result of the Reverse Stock Split, the Company will be authorized to issue 10,869,565 shares of common stock (the Company’s authorized shares of common stock will be reduced in the same ratio (1-for-23) as its outstanding common stock was reduced). As of June 17, 2025 (immediately prior to the Effective Date), there were 11,507,622 shares of common stock outstanding. As a result of the Reverse Stock Split, there will be approximately 500,331 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the common stock.
The Reverse Stock Split does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 10,000,000 shares remained unchanged.
Each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
All options and warrants of the Company outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted as a result of the Reverse Stock Split.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Restated Articles of Incorporation | |
| 104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 22ND CENTURY GROUP, INC. | ||
| /s/ Lawrence Firestone | ||
| Lawrence Firestone | ||
| Date: | June 16, 2025 | Chief Executive Officer |