22nd Century Group, Inc. 8-K

What Happened

• On February 20, 2026, 22nd Century Group, Inc. (XXII) filed an 8‑K issuing preliminary, unaudited financial results for the fourth quarter and year ended December 31, 2025 (Exhibit 99.2) and an earnings release (Exhibit 99.1).
• The company also held a Special Meeting of Stockholders on February 20, 2026 at which shareholders approved an amendment authorizing a reverse stock split of outstanding common stock at a ratio selectable by the Board between 1‑for‑2 and 1‑for‑200 (Board may abandon the amendment).

Key Details

• Preliminary financial results and an earnings release were furnished as Exhibits 99.2 and 99.1 (dated February 20, 2026); results are unaudited and labeled preliminary.
• Proposal 1 (reverse split authorization): For 2,289,125; Against 685,715; Abstain 6,968. Reverse split ratio range: 1‑for‑2 to 1‑for‑200, Board discretion.
• Proposal 2 (Series A Preferred amendments that could permit issuance of common stock below Nasdaq minimum price): For 1,181,533; Against 363,604; Abstain 3,270; Broker non‑votes 1,433,401.
• Proposal 3 (amend 10,028,302 August 2025 warrants to add anti‑dilution provisions): For 1,323,470; Against 212,580; Abstain 12,357; Broker non‑votes 1,433,401.
• Proposal 4 (approve potential future offering consistent with Nasdaq rules): For 1,200,623; Against 333,302; Abstain 14,482; Broker non‑votes 1,433,401.
• Proposal 5 (adjournment, if needed, to solicit further proxies): For 2,354,898; Against 594,878; Abstain 32,032.

Why It Matters

• The reverse split authorization gives the Board flexibility to consolidate shares to try to meet Nasdaq listing requirements—if implemented it will reduce the number of outstanding shares and increase the per‑share price proportionally.
• Approved amendments to preferred stock and warrants, and approval for a potential offering, affect how and under what terms new shares could be issued; these actions are focused on Nasdaq compliance and capital structure flexibility.
• Investors should review the preliminary financial results (Exhibit 99.2) and the earnings release (Exhibit 99.1) for the company’s reported performance for Q4 and full‑year 2025 and monitor future filings for any finalized reverse split action or additional details.