Business Context and Reporting Period
Company: 22nd Century Group, Inc. (Nasdaq: XXII)
Filing Type: Form 8-K (Current Report)
Report Date: January 22, 2026 (Note: Metadata indicates Jan 22, 2025, but filing text explicitly states 2026)
Principal Event: Material modification to rights of security holders via a 1-for-15 reverse stock split.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and capital structure adjustments.
Material Changes
- Reverse Stock Split: A 1-for-15 reverse stock split of issued and outstanding common stock was authorized.
- Effective Date: January 26, 2026, at 12:01 a.m. Eastern Time.
- Share Count Reduction: Outstanding shares will decrease from 7,652,661 to approximately 510,177 (subject to rounding adjustments).
- Trading Symbol: Remains "XXII" on the Nasdaq Capital Market.
- CUSIP Number: Will change to 90137F608.
- Fractional Shares: No fractional shares will be issued; holders entitled to fractions will receive one whole share instead of cash.
- Authorized Shares: Remains unchanged at 500,000,000.
Guidance, Outlook, and Risks
Reason for Action: The split is intended solely to restore compliance with Nasdaq Capital Market continued listing standards.
Management Commentary: The filing states that each stockholder's percentage ownership and proportional voting power will remain virtually unchanged, barring minor adjustments due to rounding.
Adjustments: All outstanding options, warrants, and Series A preferred stock will be appropriately adjusted.
Risks/Contingencies: The filing notes that stockholders holding paper certificates may need to contact the transfer agent (Continental Stock Transfer & Trust Company) to receive new certificates, though electronic holders require no action.
Investor Verification Checklist
- Verify the effective date of the split (January 26, 2026) and the new CUSIP number (90137F608) with your brokerage.
- Confirm the number of shares held post-split, noting that fractional shares are rounded up to one whole share rather than paid in cash.
- Check if any outstanding options or warrants held require specific action or have been adjusted.
- Monitor the stock price to ensure it reflects the 15x adjustment immediately following the effective date.