Business Context and Reporting Period
Company: 22nd Century Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 16, 2025
Reporting Period: Immediate event reporting regarding a corporate action.
Business Context: The Company filed a Certificate of Change with the State of Nevada to effect a 1-for-23 reverse stock split of its authorized and outstanding common stock. The primary objective is to restore compliance with the continued listing standards of the NASDAQ Capital Market.
Key Financial Metrics
This filing is a corporate action report and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for these items.
Material Changes Versus Prior Period
- Capitalization Change: The number of authorized common shares is reduced from 250,000,000 to approximately 10,869,565.
- Outstanding Shares: As of June 17, 2025, outstanding shares were 11,507,622. Post-split, this will be approximately 500,331 shares.
- Trading Symbol and CUSIP: The trading symbol remains "XXII" on the Nasdaq Capital Market, but the CUSIP number changes to 90137F509.
- Effective Date: The split becomes effective at 12:01 a.m. Eastern Time on June 20, 2025.
Guidance, Outlook, and Management Commentary
Management Commentary: The Board of Directors approved the reverse stock split under Nevada Revised Statutes Section 78.207, which allows for implementation without stockholder approval provided specific conditions are met (proportional reduction, no adverse effect on other classes, and no cash payment for fractional shares).
Unusual Items and Procedures:
- Fractional Shares: No fractional shares will be issued. Stockholders entitled to a fractional share will receive one whole share instead.
- Adjustments: All outstanding options and warrants will be appropriately adjusted.
- Preferred Stock: The authorized preferred stock of 10,000,000 shares remains unchanged.
- Ownership: Percentage ownership and voting power remain virtually unchanged, subject to minor rounding adjustments.
Important Facts for Investor Verification
- Verify the new CUSIP number (90137F509) for trading purposes effective June 20, 2025.
- Confirm the exact number of post-split shares held, noting that fractional shares are rounded up to one whole share.
- Check brokerage account statements on June 20, 2025, to ensure the split is reflected automatically for electronic holdings.
- Review the impact of the split on the exercise price and number of shares for any held options or warrants.
- Monitor the Company's subsequent filings to confirm successful restoration of NASDAQ listing compliance.