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): February 20, 2026
22ndCentury Group, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-36338 | 98-0468420 |
|---|---|---|
| (State or Other Jurisdiction<br> <br><br> of Incorporation) | (Commission <br><br> File Number) | (I.R.S. Employer<br><br> Identification No.) |
| 321 Farmington Rd., Mocksville, North Carolina | 27028 | |
| --- | --- | |
| (Address of Principal Executive<br> Office) | (Zip Code) |
Registrant’s telephone number, including area code: (336) 940-3769
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 Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.00001 par value per share | XXII | Nasdaq 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 2.02 | Disclosure of Results of Operations and Financial Condition |
|---|
On February 20, 2026, the Company issued a prelminary earnings release for the fourth quarter and year ended December 31, 2025. A copy of the earnings release is furnished as Exhibit 99.1 to this report.
The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.
| Item 5.07 | Submissionof Matters to a Vote of Security Holders. |
|---|
A 2026 Special Meeting of Stockholders of 22nd Century Group, Inc. was held on Friday, February 20, 2026. The matters voted upon and the results of the vote were as follows:
| (1) | Proposal One: To approve an amendment to the Company’s Articles of Incorporation, as amended,<br> to effect a reverse stock split of the Company’s outstanding common stock at a ratio<br> between 1-for-2 and 1-for-200, to be determined at the discretion of the Board of Directors,<br> for the purpose of complying with the Nasdaq Listing Rules, subject to the Board or Directors’<br> discretion to abandon such amendment. In accordance with the voting results listed below,<br> the proposal was approved. | ||
|---|---|---|---|
| For | Against | Abstain | Broker non-votes |
| --- | --- | --- | --- |
| 2,289,125 | 685,715 | 6,968 | N/A |
| (2) | Proposal Two: To approve sections of the Series A Convertible Preferred Stock (the “Series<br> A Preferred”) that could cause shares of common stock to be issued below the Nasdaq<br> Minimum Price in accordance with Nasdaq Listing Rules. In accordance with the voting results<br> listed below, the proposal was approved. | ||
| --- | --- | ||
| For | Against | Abstain | Broker non-votes |
| --- | --- | --- | --- |
| 1,181,533 | 363,604 | 3,270 | 1,433,401 |
| (3) | Proposal Three To approve an amendment to 10,028,302 outstanding warrants issued in August 2025<br> to add anti-dilution provisions (the “August Warrants”) in accordance with Nasdaq<br> Listing Rules. In accordance with the voting results listed below, the proposal was approved. | ||
| --- | --- | ||
| For | Against | Abstain | Broker non-votes |
| --- | --- | --- | --- |
| 1,323,470 | 212,580 | 12,357 | 1,433,401 |
| (4) | Proposal Four: To approve a potential future offering in accordance with Nasdaq Listing Rules.<br> In accordance with the voting results listed below, the proposal was approved. | ||
| --- | --- | ||
| For | Against | Abstain | Broker non-votes |
| --- | --- | --- | --- |
| 1,200,623 | 333,302 | 14,482 | 1,433,401 |
| (5) | Proposal Five: The approval of an adjournment of the Special Meeting to a later date, if necessary<br> or appropriate, to permit further solicitation and vote of proxies in the event that there<br> are insufficient votes for, or otherwise in connection with, Proposals 1, 2, 3 and 4. In<br> accordance with the voting results listed below, the proposal was approved. | ||
| --- | --- | ||
| For | Against | Abstain | Broker non-votes |
| --- | --- | --- | --- |
| 2,354,898 | 594,878 | 32,032 | N/A |
| Item 8.01 | Other Events | ||
| --- | --- |
On February 20, 2026, the Company issued its preliminary and unaudited financial results for the fourth quarter and year ended December 31, 2025. A copy of the preliminary financial results is filed as Exhibit 99.2 to this report.
| Item 9.01(d) | Financial Statements and Exhibits. |
|---|
Exhibit
| 99.1 | Earnings release dated February 20, 2026 |
|---|---|
| 99.2 | Preliminary Financial Results dated February 20, 2026 |
| 104 | Cover<br> 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: February 20, 2026 | Lawrence Firestone |
| Chief Executive Officer |
Exhibit99.1
22ndCentury Group Preliminarily Reports Fourth Quarter and Full Year 2025 Financial Results
Balancesheet strength, ended 2025 with $7.1 million in cash and debt free, supports transition to growth
ContinuedVLN® commercial expansion drives shift toward higher margin proprietary branded products
MOCKSVILLE,N.C., February 20, 2026 —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 select, preliminary and unaudited financial results and operating metrics for the fourth quarter and full year ended December 31, 2025. The company anticipates releasing fourth quarter and full year 2025 earnings on or before March 31, 2026, and will host a conference call for investors and financial analysts. The final date and details of the conference call will separately be released.
PreliminaryResults
All figures reported below are preliminary and subject to change as a result of the year end audit process and reflect continuing operations, excluding discontinued operations.
| ● | The Company<br> expects fourth quarter 2025 net revenues of approximately $3.6 million compared with $4.0 million in the third quarter of 2025. The<br> Company expects 2025 net revenues of approximately $17.6 million compared with 2024 net revenues of $24.4 million. |
|---|---|
| ● | Total cartons shipped during<br> the fourth quarter 2025 were approximately 0.3 million, compared with 0.5 million cartons shipped in the third quarter of 2025. Total<br> cartons shipped during 2025 were approximately 2.1 million, compared with 2.1 million in 2024. |
| ● | The Company expects fourth<br> quarter 2025 gross loss of approximately $0.8 million, compared to $1.1 million in the third quarter of 2025.The Company expects<br> 2025 gross loss of approximately $3.1 million compared to $2.4 million in 2024. |
| ● | The Company expects fourth<br> quarter 2025 operating loss of approximately $2.8 million, compared to $3.2 million in the third quarter of 2025. The<br> Company expects 2025 operating loss of $11.6 million compared with $14.0 million in 2024. |
| ● | The Company expects net<br> loss from continuing operations of approximately $2.8 million, compared to net loss from continuing operations of $3.8 million in<br> the third quarter of 2025. The Company expects 2025 net loss from continuing operations of approximately $13.1 million<br> compared to $15.5 million in 2024. |
| ● | Cash and equivalents were<br> $7.1 million at year end. Additionally, the Company had zero long-term debt, having extinguished its remaining senior secured debt<br> in full during 2025. |
| ● | The Company expanded on-hand<br> inventory quantities during the fourth quarter, increasing to $4.3 million from $2.0 million at third quarter end, reflecting harvest<br> of the 2025 in reduced nicotine content tobacco leaf crop. |
“I am pleased with the steps taken during 2025 including exiting the unprofitable high volume revenues streams to improve our financial footing. We ended the year debt free, with an improved cost efficient operating model and we are well-funded for our near-term needs as we continue transitioning into growth.” said Larry Firestone, Chief Executive Officer of 22nd Century Group. As we enter 2026, we do so with a clear strategic focus and a much stronger financial and operational foundation and will begin to see the groundwork laid after our fourth quarter launch of VLN® and Partner VLN® brands in the market which will begin to take shape in our financial results. Our priorities include expanding VLN® product distribution and consumer awareness, continuing disciplined cost management and capital allocation, advancing toward profitability as higher-margin revenues scale. We remain aligned and actively engaged with the FDA and public-health stakeholders that drive health and wellness initiatives for smokers.”
PreliminaryFinancial Information
This news release includes financial information that is preliminary and has been prepared internally by management, and has not been audited, reviewed or compiled by our independent registered public accounting firm. 22^nd^ Century Group’s actual results remain subject to the completion of management’s final review and other closing and audit procedures and may differ materially from such financial information included in this news release due to the completion of our financial closing procedures, audit procedures and final adjustments. These preliminary estimates are not a comprehensive statement of our financial results for the fourth quarter or full fiscal year ended December 31, 2025, and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. Accordingly, you should not place undue reliance on these preliminary financial results.
About22nd 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.
VLN^®^ and Helps You Smoke Less^®^ are registered trademarks 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 expected results of operations for the quarter and year ended December 31, 2025, (ii) our cost reduction initiatives, (iii) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations, and (iv) our financial and operating performance. 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, August 14, 2025, and November 4, 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
investorrelations@xxiicentury.com
214-597-8200
Exhibit99.2
PreliminaryResults
All figures reported below are preliminary and subject to change as a result of the year end audit process and reflect continuing operations, excluding discontinued operations.
| ● | The<br> Company expects fourth quarter 2025 net revenues of approximately $3.6 million compared with<br> $4.0 million in the third quarter of 2025. The Company expects 2025 net revenues of approximately<br> $17.6 million compared with 2024 net revenues of $24.4 million. |
|---|---|
| ● | Total<br> cartons shipped during the fourth quarter 2025 were approximately 0.3 million, compared with<br> 0.5 million cartons shipped in the third quarter of 2025. Total cartons shipped during 2025<br> were approximately 2.1 million, compared with 2.1 million in 2024. |
| ● | The<br> Company expects fourth quarter 2025 gross loss of approximately $0.8 million, compared to<br> $1.1 million in the third quarter of 2025.The Company expects 2025 gross loss of approximately<br> $3.1 million compared to $2.4 million in 2024. |
| ● | The<br> Company expects fourth quarter 2025 operating loss of approximately $2.8 million, compared<br> to $3.2 million in the third quarter of 2025. The Company expects 2025 operating loss of<br> $11.6 million compared with $14.0 million in 2024. |
| ● | The<br> Company expects net loss from continuing operations of approximately $2.8 million, compared<br> to net loss from continuing operations of $3.8 million in the third quarter of 2025. The<br> Company expects 2025 net loss from continuing operations of approximately $13.1 million compared<br> to $15.5 million in 2024. |
| ● | Cash<br> and equivalents were $7.1 million at year end. Additionally, the Company had zero long-term<br> debt, having extinguished its remaining senior secured debt in full during 2025. |
| ● | The<br> Company expanded on-hand inventory quantities during the fourth quarter, increasing to $4.3<br> million from $2.0 million at third quarter end, reflecting harvest of the 2025 in reduced<br> nicotine content tobacco leaf crop. |
PreliminaryFinancial Information
This financial information is preliminary and has been prepared internally by management, and has not been audited, reviewed or compiled by our independent registered public accounting firm. 22^nd^ Century Group’s actual results remain subject to the completion of management’s final review and other closing and audit procedures and may differ materially from such financial information included in this release due to the completion of our financial closing procedures, audit procedures and final adjustments. These preliminary estimates are not a comprehensive statement of our financial results for the fourth quarter or full fiscal year ended December 31, 2025, and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. Accordingly, you should not place undue reliance on these preliminary financial results.
CautionaryNote Regarding Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this 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 expected results of operations for the quarter and year ended December 31, 2025, (ii) our cost reduction initiatives, (iii) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations, and (iv) our financial and operating performance. 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, August 14, 2025, and November 4, 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.