Business Context and Reporting Period
Company: 22nd Century Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 22, 2025
Reporting Period: Immediate event reported on August 22, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a disclosure regarding a change in the company's independent registered public accounting firm.
Material Changes
Change in Certifying Accountant (Item 4.01):
- Outgoing Firm: Freed Maxick P.C. ("FM") was replaced effective August 22, 2025.
- Reason for Replacement: The replacement was necessitated by the acquisition of certain assets of FM by Withum Smith+Brown, PC ("Withum").
- Incoming Firm: Withum Smith+Brown, PC was appointed as the independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.
- Audit History: Reports by FM for fiscal years ended December 31, 2023, and 2024 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
- Disagreements: The Company reported no "disagreements" or "reportable events" with FM during the fiscal years 2023 and 2024 or the interim period through August 22, 2025.
Guidance, Outlook, and Risks
Management Commentary: The Audit Committee approved the transition to ensure continuity of audit services following the asset acquisition by Withum. No consultations regarding accounting principles or audit opinions were conducted with Withum prior to their appointment for the periods covered.
Risks and Contingencies: The filing does not disclose new material risks or contingencies beyond the standard transition of audit responsibilities.
Investor Verification Checklist
- Verify the effective date of the new auditor engagement (August 22, 2025).
- Confirm the absence of disagreements or reportable events with the former auditor, Freed Maxick P.C.
- Review the attached letter from Withum Smith+Brown, PC (Exhibit 16.1) for any additional disclosures.
- Monitor future filings for the first audit report issued by Withum for the fiscal year ending December 31, 2025.