8-K
22nd Century Group, Inc. (XXII)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Dateof Report (Date of earliest event reported): September 18, 2025
22ndCentury Group, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-36338 | 98-0468420 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 321 Farmington Road, Mocksville, North Carolina<br><br> <br>(Address<br> of Principal Executive Office) | 27028<br><br> <br>(Zip<br> Code) | |
| --- | --- |
Registrant’s telephone number, including area code: (716) 270-1523
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.00001 par value | XXII | NASDAQ<br> Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement.
SeniorSecured Credit Facility
On September 18, 2025, 22nd Century Group, Inc. (the “Company”) repaid in full all outstanding obligations under, and terminated, that certain Securities Purchase Agreement, dated as of March 3, 2023 (as amended from time to time, the “JGB SPA”), the related debentures issued thereunder (the “Debentures”), and the related security and collateral documents, by and among the Company, JGB Partners, LP, JGB Capital, LP and JGB Capital Offshore Ltd. (collectively, the “Holders”), and JGB Collateral, LLC, as collateral agent (the “Agent”). In connection with the payoff and termination, the Company paid the outstanding principal, accrued and unpaid interest, and all other amounts then due and payable, totaling $3.9 million in aggregate payments made between August 29, 2025 and September 18, 2025. All liens and security interests securing the Debentures and related obligations were released. The termination of the JGB SPA, Debentures and related security documents occurred prior to their stated maturity.
Item9.01(d): Financial Statements and Exhibits.
| Exhibit<br> 99.1 | Press Release |
|---|---|
| Exhibit 104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 22nd Century Group, Inc. | |
|---|---|
| /s/ Lawrence Firestone | |
| Date:<br> September 18, 2025 | Lawrence<br> Firestone |
| Chief<br> Executive Officer |
Exhibit99.1
22ndCentury Announces Debt-Free Balance Sheet and New Growth Capital
Repaymentof $3.9 Million in Senior Secured Debt Lowers Ongoing Cash Needs and Operating Costs by Eliminating Cash Interest and AmortizationExpense
CompanyBalance Sheet Reflects Working Capital to Support the Purchase of Low Nicotine Leaf Crop for Production of More Than 1 Million Cartonsof VLN Products
MOCKSVILLE,N.C., September 18, 2025 — 22nd Century Group, Inc. (Nasdaq: XXII), the only tobacco products company that has for 27 years led and continues to lead the fight against the harms of smoking driven by nicotine addiction, today announced that following closing of its Series A convertible preferred stock offering, it has repaid the remaining $3.9 million of its senior secured debt in full.
“We are pleased to remove one of the last legacy liabilities from the previous 22nd Century organization,” said Larry Firestone, Chief Executive Officer. “This is a huge step forward for the company, having now eliminated greater than $20 million in senior secured and subordinated debt since I joined the team. With a debt-free balance sheet, we see a significant opportunity to use our resources in a forward-looking manner focused on growth, driven by the expected margin expansion from branded products which have begun shipping in Q3 2025. Our plans for further adoption of partner VLN as well as additional branded product SKU’s are setting up our growth strategy into 2026. We are fully focused on utilizing our strong IP portfolio and resources to drive continuous expansion of our VLN^®^ reduced nicotine content products with our partners.”
Completion of the Series A convertible preferred stock offering and senior secured debt repayment resulted in an approximate $9.1 million increase in as adjusted pro forma net tangible book value, or approximately $1.05 per share. Management has plans to deploy a portion of capital to expand its very low nicotine tobacco leaf inventory in the fourth quarter of 2025, with inventory reserves allowing for production of more than one million cartons of VLN combustible products.
About22^nd^ Century Group, Inc.
22nd Century Group is pioneering the tobacco harm reduction movement by enabling smokers to take control of their nicotine consumption.
OurTechnology is Tobacco
Our proprietary non-GMO reduced nicotine tobacco plants were developed using our patented technologies that regulate alkaloid biosynthesis activities resulting in a tobacco plant that contains 95% less nicotine than traditional tobacco plants. Our extensive patent portfolio has been developed to ensure that our high-quality tobacco can be grown commercially at scale. We continue to develop our intellectual property to ensure our ongoing leadership in the tobacco harm reduction movement.
OurProducts
We created our flagship product, the VLN^®^ cigarette using our low nicotine tobacco, to give traditional cigarette smokers an authentic and familiar alternative in the form of a combustible cigarette that helps them take control of their nicotine consumption. VLN^®^ cigarettes have 95% less nicotine compared to traditional cigarettes and have been proven to allow consumers to greatly reduce their nicotine consumption.
FDAAuthorized
Our VLN^®^ cigarette is the only low nicotine combustible cigarette authorized by the FDA in the United States.
VLN^®^ is a registered trademark of 22nd Century Limited LLC.
Learn more at xxiicentury.com, on X (formerly Twitter), on LinkedIn, and on YouTube.
Learn more about VLN^®^ at tryvln.com.
CautionaryNote Regarding Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements, including but not limited to our full year business outlook. Forward-looking statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “preliminary,” “probable,” “project,” “promising,” “seek,” “should,” “will,” “would,” and similar expressions. Forward-looking statements include, but are not limited to, statements regarding (i) our cost reduction initiatives, (ii) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations, (iii) our financial and operating performance and (iv) our expectations for our business interruption insurance claim. Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 20, 2025 and Quarterly Reports on Form 10-Q on May 13, 2025 and August 14, 2025. All information provided in this release is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.
InvestorRelations & Media Contact
Matt Kreps
Investor Relations
22nd Century Group
mkreps@xxiicentury.com
214-597-8200