Business Context and Reporting Period
Company: 22nd Century Group, Inc. (NASDAQ: XXII)
Filing Type: Form 8-K (Current Report)
Date of Report: June 8, 2026
Reporting Period: Events occurring on June 8, 2026, with a reverse stock split effective June 12, 2026.
Key Financial Metrics and Capital Structure
- Cash Proceeds: Approximately $462,800 in gross cash proceeds received from the exercise of existing warrants.
- Debt/Equity Redemption: $2,010,000 in Series B Convertible Preferred Stock redeemed (2,010 shares).
- Remaining Preferred Stock: 8,050 shares of Series B Preferred Stock remain outstanding.
- Transaction Fees: Placement agent fees of 6.0% on gross proceeds and 6.0% on future cash exercises of inducement warrants.
- Capitalization (Pre-Split): 10,326,551 shares of common stock outstanding (including 3,424,094 shares held in abeyance).
- Capitalization (Post-Split): Approximately 516,328 shares of common stock outstanding (including 171,205 shares held in abeyance).
Material Changes and Corporate Actions
Warrant Inducement Offering
On June 8, 2026, the Company initiated a warrant inducement offering to holders of 5,345,591 existing warrants (exercise price $3.57). Key terms include:
- Inducement Warrants: Issuance of new warrants for 100% of shares issued upon exercise of existing warrants.
- Reduced Exercise Price: Inducement warrants exercisable at $0.4626.
- Terms: Five-year expiration from the Stockholder Approval Date; subject to anti-dilution and reverse split adjustments.
- Ownership Limits: Beneficial ownership capped at 4.99% (electable up to 9.99% with notice).
- Registration: Company to file a registration statement for resale of shares by June 30, 2026.
Reverse Stock Split
To restore compliance with NASDAQ Capital Market listing standards, the Company executed a 1-for-20 reverse stock split.
- Effective Date: June 12, 2026, at 12:01 a.m. Eastern Time.
- Adjustment: Outstanding shares reduced by a factor of 20; no fractional shares issued (rounded up to whole shares).
- Symbol/CUSIP: Trading symbol remains "XXII"; new CUSIP Number 90137F707.
- Authorization: Authorized shares remain at 500,000,000.
Guidance, Risks, and Contingencies
- Stockholder Approval: A meeting of stockholders is required to approve the issuance of shares underlying the Inducement Warrants per NASDAQ rules.
- Issuance Moratorium: The Company agreed not to issue or announce new common stock or equivalents for 30 days after the later of the Warrant Effectiveness Date or Stockholder Approval Date.
- Unregistered Securities: Inducement Warrants and underlying shares are unregistered and may not be sold in the U.S. absent registration or exemption.
- Liquidity Risk: The filing does not provide general liquidity metrics or cash flow statements; proceeds were specifically allocated to warrant exercises and preferred stock redemption.
Investor Verification Checklist
- Verify the effectiveness of the registration statement for the resale of Inducement Warrant shares (deadline: June 30, 2026).
- Confirm the outcome of the stockholder vote required to approve the Inducement Warrants.
- Monitor the post-split trading volume and price stability of the "XXII" ticker under the new CUSIP.
- Review the remaining balance of Series B Preferred Stock (8,050 shares) and its conversion terms.
- Check for any subsequent equity issuances that might trigger anti-dilution adjustments on the Inducement Warrants.