8-K

22nd Century Group, Inc. (XXII)

8-K 2026-03-26 For: 2026-03-26
View Original
Added on April 09, 2026

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): March 26, 2026

22ndCentury Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada 001-36338 98-0468420
(State or Other Jurisdiction of<br><br> <br>Incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification No.)
321 Farmington Road, Mocksville, North Carolina<br><br> <br>(Address<br> of Principal Executive Office) 27028<br><br> <br>(Zip<br> Code)
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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 communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 2.02 Disclosure of Results of Operations and Financial Condition

On March 26, 2026, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter and full 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 9.01(d) Financial Statements and Exhibits
Exhibit<br> 99.1 Earnings release dated March 26, 2026
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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:<br> March 26, 2026 Lawrence<br> Firestone
Chief<br> Executive Officer

Exhibit99.1

22ndCentury Group Reports Fourth Quarter and Full Year 2025 Financial Results

VLN^®^ Commercial Expansion Drives Continued Shift Toward Higher Margin Proprietary Branded Products

ExpandingVLN^®^ Store Counts and State Authorizations Increase Availability of Smoking Harm Reduction Products

MOCKSVILLE,N.C., March 26, 2026 —22nd Century Group, Inc. (Nasdaq: XXII), the only tobacco products company focused on reducing the harms of smoking through nicotine reduction, today announced results for the fourth quarter and fiscal year-ended December 31, 2025, and provided an update on recent business highlights.

The Company’s proprietary low nicotine technology is designed to serve adult smokers who want to change their smoking habits by significantly reducing nicotine consumption. 22nd Century is focusing on smoker health and wellness by giving smokers an opportunity to control their tobacco consumption.

“During 2025, we executed a strategic pivot toward higher-margin branded products, expanded partnerships with established retail chains, and developed a new tobacco harm reduction category, all of which we continue to build upon in 2026. With multiple VLN^®^ and partner product formats now actively selling in the market, we are especially focused on steadily expanding the number of retail chains and total outlets carrying VLN^®^ products,” said Larry Firestone, CEO of 22nd Century Group.

Firestone continued, “Our strategy and business model now enable tobacco companies of any size to adopt a Partner VLN^®^ or licensing pathway with speed and scalability. For the first time, this creates a viable model for the industry to broaden the reach of VLN^®^ products and meaningfully deliver on its stated commitment to tobacco harm reduction.”

“We also made important progress in 2025 to strengthen our financial position as we shifted our focus from restructuring to growth. We exited the year debt-free, with a more efficient operating structure and sufficient capital to support our near-term growth objectives. During the year, we eliminated over $8.0 million of legacy debt through repayment, settlement, and exchange, improving our balance sheet and reducing our cost base. In addition, we finalized our insurance claim related to the 2022 Grass Valley facility fire, securing a $9.5 million non-dilutive settlement at a critical point in our transition.”

“As we move through 2026, we are executing with a clear strategic growth focus, supported by a strengthened financial and operational foundation. Our priorities include expanding VLN^®^ retail distribution and consumer awareness, scaling toward profitability, and maintaining active engagement with FDA regulators and public health stakeholders both domestically and internationally.”


FourthQuarter 2025 Financial Results (compared to Third Quarter 2025, except as noted)

All figures reported below reflect continuing operations, excluding discontinued operations related to the sale and exit of the Company’s hemp/cannabis business in late 2023, except as noted.

Net<br> revenues decreased slightly to $3.5 million from $4.0 million.
Gross<br> profit (loss) improved to $(0.8) million, compared to $(1.1) million.
Operating<br> expenses were $2.0 million, decreased from $2.2 million.
Operating<br> loss decreased to $2.8 million, compared to $3.2 million.
Net<br> loss was $2.8 million, compared to net loss of $3.8 million.
Adjusted<br> EBITDA loss was $2.4 million, compared to a loss of $2.9 million.
Ended<br> the calendar year 2025 with cash of $7.1 million.

RecentBusiness Highlights


Maintained<br> a strong balance sheet, ending the year with no outstanding debt and $7.1 million in cash<br> available for operations.
Continued<br> to expand market access to both VLN^®^ and Partner VLN^®^ products,<br> as well as new natural style cigarette products, with expanded store availability
Further<br> increased state authorizations to support expanded access to the Company’s branded<br> products, including:
22nd<br> Century VLN^®^ – 48 States
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Pinnacle^®^<br> VLN^®^ – 42 States
Pinnacle^®^<br> – 45 States
Smoker<br> Friendly VLN^®^ – 43 States
Smoker<br> Friendly – 47 States
Smoker<br> Friendly Black Label (Tobacco & Water) – 39 states
Increased<br> Pinnacle^®^ VLN^®^ availability to almost 1,500 stores within<br> a top-5 convenience store chain across 12 states; full rollout across all remaining store<br> locations is expected in next 90 days supported by in-store marketing materials and digital<br> promotion programs.
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Continued<br> to advance negotiations with new customers to expand VLN^®^distribution and<br> launch additional VLN^®^ partner brands, further diversifying the reduced nicotine<br> content product category.
Continued<br> to advance initiatives aimed at margin expansion through mix improvement, operating cost<br> efficiency and capital allocation.
Moved<br> forward on plans to introduce 100mm format VLN^®^ cigarettes and additional<br> international combustible products tailored to consumer preferences in those markets.

FourthQuarter 2025 Product Line Net Revenues


Cigarette<br> net revenues were $2.6 million, increased from $2.5 million in the third quarter of 2025,<br> reflecting an increase in certain customer pricing incentives, offset by increased CMO volumes.<br> Additional expansion of new natural style cigarette products launched in 2025 will continue<br> to accelerate revenue and margin growth in this category.
Filtered<br> cigar net revenues were $0.4 million compared to $1.3 million, reflecting ongoing shifting<br> product mix and decreasing volume from remaining CMO customers.
Distribution<br> net revenues from other tobacco products, consisting of Pinnacle branded moist snuff and<br> cigarillos were $0.4 million compared to negligible amounts in the third quarter 2025.
VLN^®^<br> cigarette net revenues were $0.1 million, reflecting continuing placements of VLN^®^<br> and partner VLN^®^ products, offset by customer returns and product exchanges<br> to the new VLN^®^ branding. Total new branded VLN^®^ and partner<br> VLN^®^ products shipped in the fourth quarter were approximately 8,800 cartons.

BalanceSheet


The<br> Company reported zero long-term debt, having extinguished its remaining senior secured debt<br> in full during 2025.
Cash<br> and equivalents were $7.1 million at quarter end.
Inventories<br> were $4.3 million, increased from $2.9 million at third quarter end, reflecting increases<br> in reduced nicotine content tobacco leaf.

ConferenceCall


22nd Century will host a live webcast today at 8:00 a.m. E.T. to discuss its fourth quarter and full year 2025 financial results and business highlights. The live and archived webcast will be accessible in the Events section on 22nd Century’s Investor Relations website at https://ir.xxiicentury.com/events.


SummaryFinancial Results

(dollars in thousands, except per share data)

Three Months Ended
December 31, Change
2025 2024 %
Revenues, net $ 3,537 $ 4,020 ) (12.0 )
Gross loss $ (834 ) $ (1,254 ) (33.5 )
Operating loss $ (2,803 ) $ (4,091 ) (31.5 )
Net loss from continuing operations $ (2,783 ) $ (4,246 ) (34.5 )
Basic and diluted loss per common share from continuing operations $ (5.89 ) $ (3,257.47 ) (99.8 )
Adjusted EBITDA (a) $ (2,387 ) $ (3,888 ) 38.6

All values are in US Dollars.


Year Ended
December 31, Change
2025 2024 %
Revenues, net $ 17,587 $ 24,382 ) (27.9 )
Gross loss $ (3,137 ) $ (2,400 ) ) 30.7
Operating loss $ (11,566 ) $ (13,950 ) (17.1 )
Net loss from continuing operations $ (13,117 ) $ (15,495 ) (15.3 )
Basic and diluted loss per common share from continuing operations $ (71.26 ) $ (27,812.56 ) (99.7 )
Adjusted EBITDA (a) $ (10,233 ) $ (13,137 ) 22.1

All values are in US Dollars.

(a) Adjusted EBITDA is a non-GAAP financial measure. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures. Refer to Tables A at the end of this release for reconciliations of adjusted amounts to the closest corresponding GAAP financial measures.



SummaryProduct Line Results

(in thousands)

Three Months Ended
December 31,
2025 2024 Change
Cartons Cartons Cartons
Contract manufacturing
Cigarettes 155 228 ) (73 )
Filtered cigars 51 112 ) (61 )
Other tobacco products 40 - 40
Total contract manufacturing 246 340 ) (94 )
VLN^®^ 2 ) (2 ) 4
Total product line revenues 248 338 ) (90 )

All values are in US Dollars.

Year Ended
December 31,
2025 2024 Change
Cartons Cartons Cartons
Contract manufacturing
Cigarettes 1,525 644 ) 881
Filtered cigars 549 1,361 ) (812 )
Other tobacco products 54 120 ) (66 )
Total contract manufacturing 2,128 2,125 ) 3
VLN^®^ 4 ) - 4
Total product line revenues 2,132 2,125 ) 7

All values are in US Dollars.

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.

FDAAuthorization and Scientific Foundation


VLN^®^ low nicotine combustible cigarettes were authorized in December 2021, making them the first and still the only combustible cigarettes authorized by the U.S. Food and Drug Administration specifically to help reduce nicotine consumption.

Decades of independent clinical research and peer-reviewed studies—evaluated as part of the FDA’s Modified Risk Tobacco Product (MRTP) authorization process—demonstrated that reducing nicotine content can decrease nicotine intake, increase quit attempts, and reduce overall exposure to nicotine.

FDA-authorized VLN^®^ claims include:

“95%<br> less nicotine”
“Helps<br> reduce your nicotine consumption”
“Greatly<br> reduces your nicotine consumption”
“Helps<br> you smoke less”

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 cost reduction initiatives, (ii) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations, and (iii) 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 26, 2026. 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.


Notesregarding Non-GAAP Financial Information


In addition to the Company’s reported results in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the Company provides EBITDA and Adjusted EBITDA.

In order to calculate EBITDA, the Company adjusts net (loss) income by adding back interest expense (income), provision (benefit) for income taxes, and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted by the Company for certain non-cash and/or non-operating expenses, including adding back equity-based employee compensation expense, restructuring and restructuring-related charges such as impairment, acquisition and transaction costs, and other unusual or infrequently occurring items, if applicable, such as inventory reserves and adjustments, gains or losses on disposal of property, plant and equipment, and gains or losses on investments.

The Company believes that the presentation of EBITDA and Adjusted EBITDA are important financial measures that supplement discussion and analysis of its financial condition and results of operations and enhances an understanding of its operating performance. While management considers EBITDA and Adjusted EBITDA to be important, these financial performance measures should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating (loss) income, net (loss) income and cash flows from operations. Adjusted EBITDA is susceptible to varying calculations and the Company’s measurement of Adjusted EBITDA may not be comparable to those of other companies.


InvestorRelations & Media Contact


Matt Kreps

Investor Relations

22nd Century Group

investorrelations@xxiicentury.com

214-597-8200

22ndCENTURY GROUP, INC.

CONDENSEDCONSOLIDATED BALANCE SHEETS

(Unaudited)

(amountsin thousands, except share and per-share data)

December 31,
2024
ASSETS
Current assets:
Cash and cash equivalents 7,149 $ 4,422
Accounts receivable, net 3,594 1,698
Inventories 4,326 2,015
Insurance recoveries 768
GVB promissory note, net 500
Prepaid expenses and other current assets 2,562 1,068
Current assets of discontinued operations held for sale 1,051
Total current assets 17,631 11,522
Property, plant and equipment, net 2,440 2,773
Operating lease right-of-use assets, net 728 1,639
Intangible assets, net 6,224 5,724
Other assets 15
Total assets 27,023 $ 21,673
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes and loans payable-current 204 $ 254
Current portion of long-term debt 1,500
Operating lease obligations 168 261
Accounts payable 1,000 2,401
Accrued expenses and other current liabilities 836 1,439
Accrued litigation 768
Accrued excise taxes and fees 3,343 2,038
Contract liabilities 1,721 20
Current liabilities of discontinued operations held for sale 1,281
Total current liabilities 7,272 9,962
Long-term liabilities:
Notes and loans payable 504
Operating lease obligations 601 1,437
Long-term debt 5,165
Other long-term liabilities 154 1,097
Total liabilities 8,531 17,661
Mezzanine equity:
Series A convertible preferred shares, 0.00001 par value; 10,000,000 shares authorized, 9,650 shares issued and outstanding at December 31, 2025 and 0 at December 31, 2024, respectively 2,734
Total mezzanine equity 2,734
Shareholders’ equity:
Common stock, .00001 par value, 500,000,000 shares authorized, 510,384 shares issued and outstanding at December 31, 2025 and 2,285 at December 31, 2024, respectively
Common stock, par value
Capital in excess of par value 414,683 397,883
Accumulated deficit (398,925 ) (393,871 )
Total shareholders’ equity 15,758 4,012
Total liabilities, mezzanine equity and shareholders’ equity 27,023 $ 21,673

All values are in US Dollars.



22ndCENTURY GROUP, INC.

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(amountsin thousands, except share and per-share data)


Year Ended
December 31,
2025 2024
Revenues, net $ 17,587 $ 24,382
Cost of goods sold 10,186 14,278
Excise taxes and fees on products 10,538 12,504
Gross loss (3,137 ) (2,400 )
Operating expenses:
Sales, general and administrative 7,591 10,287
Research and development 688 1,133
Other operating expense, net 150 130
Total operating expenses 8,429 11,550
Operating loss from continuing operations (11,566 ) (13,950 )
Other income (expense):
Other income (expense), net (207 ) 507
Interest income 83 72
Interest expense (1,455 ) (2,094 )
Total other income (expense), net (1,579 ) (1,515 )
Loss from continuing operations before income taxes (13,145 ) (15,465 )
(Benefit) provision for income taxes (28 ) 30
Net loss from continuing operations $ (13,117 ) $ (15,495 )
Discontinued operations:
Income from discontinued operations before income taxes $ 8,063 $ 331
Provision for income taxes
Income from discontinued operations $ 8,063 $ 331
Net loss $ (5,054 ) $ (15,164 )
Comprehensive loss $ (5,054 ) $ (15,164 )
Net loss $ (5,054 ) $ (15,164 )
Deemed dividends (4,679 ) (10,303 )
Net loss available to common shareholders $ (9,733 ) $ (25,467 )
Basic and diluted income (loss) per share:
Basic and diluted loss per common share from continuing operations $ (71.26 ) $ (27,812.56 )
Basic and diluted income per common share from discontinued operations $ 43.81 $ 594.83
Basic and diluted loss per common share from deemed dividends $ (25.42 ) $ (18,493.32 )
Basic and diluted loss per common share $ (52.87 ) $ (45,711.05 )
Weighted average shares outstanding - basic and diluted 184,067 557


TableA – Reconciliations of Non-GAAP Measures

(dollars in thousands, except share and per-share data)


Below is a table containing information relating to the Company’s Net loss, EBITDA and Adjusted EBITDA for the years ended December 31, 2025 and 2024, including a reconciliation of these Non-GAAP measures for such periods.

Quarter Ended
December 31,
Amounts in thousands (000’s)
except share and per share data
(UNAUDITED)
Change
2025 2024 fav / (unfav)1
Net loss from continuing operations ) $ (4,246 )
Interest (income)/expense, net ) 221 )
Provision (benefit) for income taxes 3
Amortization and depreciation 241 )
EBITDA ) $ (3,781 )
Adjustments:
Restructuring and impairment (111 )
Change in fair value of derivative liabilities (75 )
Change in fair value of warrant liabilities (68 )
Equity-based employee compensation expense 147
Adjusted EBITDA ) $ (3,888 )
Adjusted EBITDA loss per common share ) $ (2,982.89 )
Weighted average common shares outstanding - basic and diluted 1,304

All values are in US Dollars.

^^

Year Ended
December 31,
Amounts in thousands (000’s)
except share and per share data
(UNAUDITED)
Change
2025 2024 fav / (unfav)1
Net loss from continuing operations ) $ (15,495 )
Interest (income)/expense, net 2,022 )
Provision (benefit) for income taxes ) 30 )
Amortization and depreciation 1,003 )
EBITDA ) $ (12,440 )
Adjustments:
Restructuring and impairment (459 )
Inventory write-down 431 )
Change in fair value of derivative liabilities (557 )
Change in fair value of warrant liabilities (492 )
Equity-based employee compensation expense 380
Adjusted EBITDA ) $ (13,137 )
Adjusted EBITDA loss per common share ) $ (23,580.59 )
Weighted average common shares outstanding - basic and diluted 557

All values are in US Dollars.

^1^Fav = Favorable variance, which increases EBITDA and Adjusted EBITDA; Unfav = unfavorable variance, which reduces EBITDA and Adjusted EBITDA