XXII

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

22nd Century Group Reports First Quarter 2026 Financial Results

Continues VLN® Commercial Expansion with New Stores Selling Proprietary Branded VLN® Products

Expanded PMTA Portfolio and Licensing Strategy Designed to Unlock Further Retail Penetration Opportunities

MOCKSVILLE,

N.C., May 7, 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 first quarter ended March 31, 2026, and provided an update on recent business highlights.

The Company’s proprietary reduced 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, rather than switching them to another highly addictive product like a vape or nicotine pouch.

“Following the initial Pinnacle VLN® distribution in the fourth quarter 2025, smokers began to gravitate to and are purchasing VLN® cigarettes in a growing number of geographies and stores,” said Larry Firestone, Chief Executive Officer of 22nd Century Group. “Having accumulated a base of state authorizations across our portfolio of brands, we continue to focus on expanding our distribution and introducing smoking consumers to our VLN® products.

“As we capture sustained adult smoker adoption of VLN® products, we expect to expand both our retail and category footprint. We are targeting to grow to more than 5,000 retail outlets by the end of 2026 by adding new retail partners across all classes of trade. Supporting this effort, we have significantly advanced further sales efforts with additional retail partners seeking to add VLN® branded products to their line-ups.

“We believe we are the single commercial tobacco Company that is an ally of the FDA in their efforts to formally establish a low nicotine standard. Our technology and product roadmap is set to build out a robust portfolio of new tobacco products. These products will span multiple categories, creating a flexible and scalable platform that can accommodate evolving market preferences and continue to drive the low nicotine initiative in the regulatory environment. Our business model is set so that all current and any newly authorized combustible tobacco products in this expanded portfolio once authorized will be available for licensing, providing other tobacco companies with compliant, ready-to-market product pathways. This further reinforces 22nd Century’s position as the leader in regulatory-driven innovation within the combustible tobacco segment. This includes the development of our 100mm form factor product and the application of our proprietary low nicotine tobacco to categories such as filtered cigars, pouches and moist snuff.”

“By combining our proprietary plant biotechnology, FDA-authorized claims, expanded retail distribution, broader product categories and readily available licensing, 22nd Century intends to lead the transition away from highly addictive tobacco products and support adult smokers and tobacco users seeking meaningful change,” concluded Firestone.

First Quarter 2026 Financial Results (compared to Fourth 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 revenues increased slightly to $4.1 million from $3.5 million.

●Gross profit (loss) improved to $(0.6) million, compared to $(0.8) million.

●Operating expenses were $2.4 million, increased from $2.0 million.

●Operating loss increased to $3.0 million, compared to $2.8 million.

●Net loss was $3.3 million, compared to net loss of $2.8 million.

●Adjusted EBITDA loss was $2.6 million, compared to a loss of $2.4 million.

●Ended the quarter with cash and cash equivalents of $9.5 million.

2026 Corporate Priorities

22nd Century has identified the below priorities for its business activities in 2026:

●Expanding VLN® product distribution and consumer awareness.

●Continuing disciplined cost management and capital allocation.

●Advancing toward EBITDA breakeven as higher-margin revenues scale.

●Remaining actively engaged with FDA regulators and public-health stakeholders.

The Company believes the convergence of regulatory momentum, consumer awareness, and its differentiated product portfolio creates a compelling opportunity for long-term value creation.

Recent Business Highlights

●Continued to generate new retail store locations to expand market access to both VLN® and Partner VLN® products, as well as new natural style cigarette products.

●Achieved near national level state authorizations to support expanded access to the Company’s branded products.

●Continued to support Pinnacle® VLN® availability in now

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

22nd Century Group Reports Fourth Quarter and Full Year 2025 Financial Results

VLN®

Commercial Expansion Drives Continued Shift Toward Higher Margin Proprietary Branded Products

Expanding VLN® 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.”

Fourth Quarter 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 revenues decreased slightly to $3.5 million from $4.0 million.

●Gross profit (loss) improved to $(0.8) million, compared to $(1.1) million.

●Operating expenses were $2.0 million, decreased from $2.2 million.

●Operating loss decreased to $2.8 million, compared to $3.2 million.

●Net loss was $2.8 million, compared to net loss of $3.8 million.

●Adjusted EBITDA loss was $2.4 million, compared to a loss of $2.9 million.

●Ended the calendar year 2025 with cash of $7.1 million.

Recent Business Highlights

●Maintained a strong balance sheet, ending the year with no outstanding debt and $7.1 million in cash available for operations.

●Continued to expand market access to both VLN® and Partner VLN® products, as well as new natural style cigarette products, with expanded store availability

●Further increased state authorizations to support expanded access to the Company’s branded products, including:

○22nd Century VLN® – 48 States

○Pinnacle® VLN® – 42 States

○Pinnacle® – 45 States

○Smoker Friendly VLN® – 43 States

○Smoker Friendly – 47 States

○Smoker Friendly Black Label (Tobacco & Water) – 39 states

●Increased Pinnacle® VLN® availability to almost 1,500 stores within a top-5 convenience store chain across 12 states; full rollout across all remaining store locations is expected in next 90 days supported by in-store marketing materials and digital promotion programs.

●Continued to advance negotiations with new customers to expand VLN® distribution and launch additional VLN® partner brands, further diversifying the reduced nicotine content product category.

●Continued to advance initiatives aimed at margin expansion through mix improvement, operating cost efficiency and capital allocation.

●Moved forward on plans to introduce 100mm format VLN® cigarettes and additional international combustible products tailored to consumer preferences in those markets.

Fourth Quarter 2025 Pr

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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

Date of Report (Date of earliest event reported): February 20, 2026

22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

001-36338

98-0468420

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

321 Farmington Rd., Mocksville, North Carolina

27028

(Address of Principal Executive 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement 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 5.07Submission of 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, to effect a reverse stock split of the Company’s outstanding common stock at a ratio between 1-for-2 and 1-for-200, to be determined at the discretion of the Board of Directors, for the purpose of complying with the Nasdaq Listing Rules, subject to the Board or Directors’ discretion to abandon such amendment. In accordance with the voting results listed below, 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 A Preferred”) that could cause shares of common stock to be issued below the Nasdaq Minimum Price in accordance with Nasdaq Listing Rules. In accordance with the voting results 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 to add anti-dilution provisions (the “August Warrants”) in accordance with Nasdaq 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. 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 or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, Proposals 1, 2, 3 and 4. In 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

Ite