22nd Century Group, Inc. 8-K/A

What Happened

• 22nd Century Group, Inc. (NASDAQ: XXII) filed an 8-K reporting a 1-for-20 reverse stock split of its common stock, effective at 12:01 a.m. ET on June 12, 2026, to help restore compliance with NASDAQ Capital Market continued listing standards. The company also filed an amendment to a previously disclosed material agreement that adjusts a numeric term (noted in the filing as changing from $0.4626 to $3.57). A Certificate of Amendment was filed with the Nevada Secretary of State on June 10, 2026 and will be effective on the split Effective Date.

Key Details

• Reverse split ratio: 1-for-20, effective 12:01 a.m. ET on June 12, 2026; trading on a split-adjusted basis at the open on June 12, 2026. Symbol remains "XXII"; new CUSIP: 90137F707.
• Outstanding shares: pre-split 10,326,551 shares (including 3,424,094 in abeyance) → post-split approximately 516,328 shares outstanding (including ~171,205 in abeyance), subject to rounding. Authorized shares remain 500,000,000.
• No fractional shares will be issued or cashed out; instead, any fractional entitlements will be rounded up by issuing one whole post-split share where needed.
• Effect on other securities: options, warrants and Series B preferred stock exercisable into common will be adjusted to reflect the reverse split.
• Stockholder approval: the company states the reverse split complies with Nevada law (NRS 78.2055/78.209) and required stockholder approval.
• Transfer agent for certificated shares: Continental Stock Transfer & Trust Company (holders in brokerage accounts need take no action).

Why It Matters

• The reverse split reduces the number of shares outstanding and raises the per-share price, a step the company says is intended to help promptly regain compliance with NASDAQ listing standards. For investors, the split does not change each holder’s proportional ownership or voting power in any meaningful way (aside from minor rounding adjustments), but it will change the per-share price and the share count used for market metrics and per-share calculations.
• Holders with shares in brokerage accounts will see the change automatically; holders of paper certificates can contact the transfer agent to obtain updated certificates. The adjustment to the previously disclosed material agreement and the attached inducement warrant/letter exhibits may affect related contractual terms — investors should review the exhibits and the company’s prior disclosures for details.