8-K

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): July 15,2025

_________________

22nd

Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)

________________________________________________________________________

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:

Securities

Registered pursuant to Section 12(b) of the Act:

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. ☐

Item5.02(e): Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.

On July 15, 2025, the stockholders of 22nd Century Group, Inc. (the “Company”) approved the Amended and Restated 22nd Century Group, Inc. 2021 Omnibus Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance by five million (5,000,000). The Plan was filed as Appendix B to the Company’s definitive proxy statement filed June 10, 2025 and the terms thereof are incorporated herein by reference.

Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 15, 2025, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from two hundred fifty million (250,000,000) to five hundred million (500,000,000), which Amendment was filed and effective with the Secretary of the State of Nevada on July 15, 2025. The Amendment was filed as Appendix A to the Company’s definitive proxy statement filed June 10, 2025 and the terms thereof are incorporated herein by reference.

Item5.07 Submission of Matters to a Vote of Security Holders.

A 2025 Annual Meeting of Stockholders of 22nd Century Group, Inc. was held on Tuesday, July 15, 2025. The matters voted upon and the results of the vote were as follows:

Item9.01(d) Financial Statements and Exhibits.

Exhibit

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.