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AI Earnings Predictions for 22nd Century Group Inc. (XXII)

Machine learning predictions based on historical earnings data and price patterns

Latest Prediction

SELL

1-Day Prediction

-5.46%

$3.89

0% positive prob.

5-Day Prediction

-13.90%

$3.54

0% positive prob.

20-Day Prediction

-9.12%

$3.74

0% positive prob.

Price at prediction: $4.11 Confidence: 100.0% Model AUC: 1.0000 Quarter: Q2 2026

Historical Earnings Predictions

Quarter Signal 1D Return 5D Return 20D Return Confidence Actual 5D
Q2 2026 SELL -5.46% -13.90% -9.12% 100.0% -4.42%
Q1 2026 BUY -2.08% +36.07% -2.33% 100.0% +0.32%
Q4 2025 SELL -3.73% -12.81% -4.44% 100.0% -19.33%

Earnings Transcripts

SEC 8-K filings with transcript text

View All
2026
Q2

Q2 2026 Earnings

8-K SELL

Aug 13, 2026 · 100% conf.

AI Prediction SELL

1D

-5.46%

$3.89

Act: +5.23%

5D

-13.90%

$3.54

Act: -4.42%

20D

-9.12%

$3.74

Price: $4.11 Prob +5D: 0% AUC: 1.000
0001493152-26-037524

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

22nd Century Group Reports Second Quarter 2026 Financial Results

Advances VLN® Commercialization Through Expanded Retail Support and Brand-Building Initiatives

MOCKSVILLE,

N.C., August 13, 2026 —22nd Century Group, Inc. (Nasdaq: XXII), the leader in low-nicotine tobacco, low-nicotine cigarettes and only tobacco products company focused on reducing the harms of smoking through nicotine reduction, today announced results for the second quarter ended June 30, 2026, and provided an update on recent commercial, regulatory and operational activities.

The Company’s proprietary reduced nicotine technology is designed to serve adult smokers seeking to significantly reduce nicotine consumption while continuing to use a familiar combustible format. 22nd Century’s strategy is centered on providing adult smokers with FDA-authorized reduced nicotine cigarette products intended to help them take greater control of their nicotine consumption.

“The second quarter marked another period of disciplined execution as we continued to expand retail distribution, increase consumer awareness and strengthen the commercial foundation for our VLN® cigarette products” said Larry Firestone, Chief Executive Officer of 22nd Century Group. “During the quarter, we broadened our retail footprint, launched new Pinnacle® products, expanded into new geographic markets and continued building the infrastructure necessary to support long-term commercial growth. Our initial same-store sales reports for VLN® products demonstrated encouraging consumer demand and reinforced our belief that the market is looking for an alternative in the form of a combustible cigarette with significantly reduced nicotine.”

“Our strategy remains straightforward. We will leverage our proprietary reduced-nicotine technology across multiple channels while improving economics through a broader product portfolio, add additional partner-brand opportunities and execute with discipline. As THE leader in low-nicotine tobacco technology and products, we believe our FDA-authorized modified risk claims, growing retail presence and differentiated intellectual property position us to continue investing in low-nicotine products and expanding the low-nicotine category. Together, these advantages provide us with a differentiated position within the tobacco industry and a strong foundation for future growth.”

“We believe nicotine reduction represents the next significant step in the evolution of the tobacco industry and one of the most compelling long-term opportunities in tobacco harm reduction. With our proprietary technology, FDA-authorized products, increasing commercial distribution and scalable business model, we believe 22nd Century is well positioned to create long-term value for adult smokers seeking familiar alternatives while delivering value for our shareholders.”

Second Quarter 2026 Financial Results (compared to First Quarter 2026, 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 to $2.9 million from $4.1 million.

●Gross profit (loss) improved to $(0.3) million, compared to $(0.6) million.

●Operating expenses were $3.0 million, increased from $2.4 million.

●Operating loss increased to $3.3 million, compared to $3.0 million.

●Net loss was $3.3 million, compared to net loss of $3.0 million.

●Adjusted EBITDA loss was $3.5 million, compared to a loss of $2.6 million.

●Ended the quarter with cash and cash equivalents of $6.1 million.

2026 Strategic 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 that the convergence of regulatory momentum, increasing consumer awareness and its differentiated product portfolio may support long-term value creation.

Recent Business Highlights

●Expanded Pinnacle VLN® retail distribution into approximately 150 additional stores across metro New York and northern New Jersey, strengthening the Company’s presence in one of the nation’s largest convenience retail markets.

●Launched Pinnacle Pure™, a new tobacco- and water-style combustible cigarette expected to be distributed through more than 2,000 retail locations, expanding the Pinnacle brand portfolio and supporting higher-margin revenue opportunities.

●Initiated a retail launch of Pinnacle VLN® in California through approximately 60 stores, establishing the Company’s first commercial presence in the nation’s largest tobacco market.

●Supported Pinnacle® VLN® through in-store marketing materials and digital promotio

2026
Q1

Q1 2026 Earnings

8-K BUY

May 7, 2026 · 100% conf.

AI Prediction BUY

1D

-2.08%

$0.70

Act: -10.95%

5D

+36.07%

$0.97

Act: +0.32%

20D

-2.33%

$0.70

Act: -35.00%

Price: $0.71 Prob +5D: 100% AUC: 1.000
0001493152-26-021582

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

2025
Q4

Q4 2025 Earnings

8-K SELL

Mar 26, 2026 · 100% conf.

AI Prediction SELL

1D

-3.73%

$5.48

Act: -15.64%

5D

-12.81%

$4.96

Act: -19.33%

20D

-4.44%

$5.44

Price: $5.69 Prob +5D: 0% AUC: 1.000
0001493152-26-012810

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

2025
Q4

Q4 2025 Earnings

8-K SELL

Feb 20, 2026 · 100% conf.

AI Prediction SELL

1D

-3.73%

$5.48

Act: -15.64%

5D

-12.81%

$4.96

Act: -19.33%

20D

-4.44%

$5.44

Price: $5.69 Prob +5D: 0% AUC: 1.000
0001493152-26-007596

false 0001347858

0001347858

2026-02-20 2026-02-20

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

2025
Q3

Q3 2025 Earnings

8-K

Nov 4, 2025

0001493152-25-020668

false 0001347858

0001347858

2025-11-04 2025-11-04

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): November 4, 2025

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 Road, 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 each exchange on which registered

Common Stock, $0.00001 par value

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 1.01 Entry into a Material Definitive Agreement.

On November 4, 2025, 22nd Century Group, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (the “Sales Agent”) under which the Company may issue and sell in a registered offering shares of our common stock having an aggregate offering price of up to $25,000,000 from time to time through or to the Sales Agent (the “ATM Offering”). The Company currently intends to use any net proceeds from this ATM Offering for general corporate purposes, including expansion and acceleration of the Company’s VLN® reduced nicotine content tobacco cigarettes including through partner brands, research and development expenses, procurement and development of additional intellectual property rights and working capital.

Subject to the terms and conditions of the Sales Agreement, each time that the Company wishes to issue and sell shares of common stock, it will notify the Sales Agent and the Sales Agent will use its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to purchase the common stock shares under the terms and subject to the conditions set forth in the Sales Agreement.

The Company will pay the Sales Agent 3.00% of the gross proceeds of the sales price per share of common stock sold through the Sales Agent under the Sales Agreement. In addition, the Company will reimburse the Sales Agent for certain fees and disbursements to its legal counsel incurred in connection with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $100,000 for the establishment of the ATM Offering and $10,000 for each periodic update of the ATM Offering.

Sales of the Company’s common stock through or to the Sales Agent, if any, will be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company is not obligated to make any sales of its common stock under the Sales Agreement and may at any time suspend offers under the Sales Agreement. The Sales Agreement will terminate upon the earlier of (i) the sale of all of the Company’s common stock subject to the Sales Agreement, or (ii) termination of the Sales Agreement as permitted therein.

This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The issuance and sale of common stock, if any, by the Company under the Sales Agreement will be offered and sold pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-270473) filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2023 and declared effective on March 31, 2023, the base prospectus included therein and the related prospectus supplement, dated

2025
Q2

Q2 2025 Earnings

8-K

Aug 14, 2025

0001641172-25-023667

false 0001347858

0001347858

2025-08-14 2025-08-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): August 14, 2025

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 Road, Mocksville, North Carolina

(Address of Principal Executive Office)

27028

(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 each exchange on which registered

Common Stock, $0.00001 par value

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 August 14, 2025, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended June 30, 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 99.1 Earnings release dated August 14, 2025

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/ Daniel A. Otto

Date: August 14, 2025 Daniel A. Otto

Chief Financial Officer

2025
Q1

Q1 2025 Earnings

8-K

May 13, 2025

0001641172-25-009810

false 0001347858

0001347858

2025-05-13 2025-05-13

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): May 13, 2025

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 Road, 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 each exchange on which registered

Common Stock, $0.00001 par value

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 May 13, 2025, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended March 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 99.1 Earnings release dated May 13, 2025

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/ Daniel A. Otto

Date: May 13, 2025 Daniel A. Otto

Chief Financial Officer

2024
Q4

Q4 2024 Earnings

8-K

Mar 20, 2025

0001493152-25-010957

false 0001347858

0001347858

2025-03-20 2025-03-20

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): March 20, 2025

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 Road, 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 each exchange on which registered

Common Stock, $0.00001 par value

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 March 20, 2025, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the year ended December 31, 2024. 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 99.1

Earnings release dated March 20, 2025

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/ Daniel A. Otto

Date: March 20, 2025 Daniel A. Otto

Chief Financial Officer

2024
Q3

Q3 2024 Earnings

8-K

Nov 12, 2024

0001558370-24-015123

0001347858false00013478582024-11-122024-11-12 ​ ​

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): November 12, 2024

​ 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 Road, Mocksville, North Carolina (Address of Principal Executive Office) 27028 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 November 12, 2024, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended September 30, 2024. 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 99.1 Earnings release dated November 12, 2024

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/ Daniel A. Otto

Date: November 12, 2024 Daniel A. Otto

Chief Financial Officer

​ ​

2024
Q2

Q2 2024 Earnings

8-K

Aug 13, 2024

0001558370-24-011966

0001347858false00013478582024-08-132024-08-13 ​ ​

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): August 13, 2024

​ 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 Road, Mocksville, North Carolina (Address of Principal Executive Office) 27028 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 August 13, 2024, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended June 30, 2024. 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 99.1 Earnings release dated August 13, 2024

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/ Daniel A. Otto

Date: August 13, 2024 Daniel A. Otto

Chief Financial Officer

​ ​

2024
Q1

Q1 2024 Earnings

8-K

May 15, 2024

0001558370-24-008198

0001347858false00013478582024-05-152024-05-15 ​ ​

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): May 15, 2024

​ 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 Road, Mocksville, North Carolina (Address of Principal Executive Office) 27028 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 May 15, 2024, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended March 31, 2024. 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 99.1 Earnings release dated May 15, 2024

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/ Daniel A. Otto

Date: May 15, 2024 Daniel A. Otto

Chief Financial Officer

​ ​

2023
Q4

Q4 2023 Earnings

8-K

Mar 28, 2024

0001558370-24-004148

0001347858false00013478582024-03-282024-03-28 ​ ​

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): March 28, 2024

​ 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.)

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office) 14204 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 March 28, 2024, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the year ended December 31, 2023. 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 99.1 Earnings release dated March 28, 2024

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/ R. Hugh Kinsman

Date: March 28, 2024 R. Hugh Kinsman

Chief Financial Officer

​ ​

2023
Q3

Q3 2023 Earnings

8-K

Nov 29, 2023

0001104659-23-121721

false 0001347858

0001347858

2023-11-28 2023-11-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): November 28, 2023

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.)

500 Seneca Street, Suite 507, Buffalo, New York

(Address of Principal Executive Office)

14204

(Zip 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 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))

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.     ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which registered

Common Stock, $0.00001 par value

XXII

NASDAQ Capital Market

Item 1.01 Entry into a Material Definitive Agreement

On November 28, 2023, 22nd Century Group, Inc. (the “Company”) commenced a warrant inducement offering with the holders of the Company’s outstanding 31,779,654 warrants consisting of: (i) the common stock purchase warrants of the Company issued on or about June 22, 2023; (ii) the common stock purchase warrants of the Company issued on or about July 10, 2023; (iii) the common stock purchase warrants of the Company issued on or about July 21, 2023; and/or (iv) the common stock purchase warrants of the Company issued on or about October 19, 2023 (collectively, the “Existing Warrants”), which Existing Warrants are exercisable for an equal number of shares of common stock at an exercise price of $0.525. The Company will offer the holders of the Existing Warrants an inducement period, which ends at 5:00 p.m. EDT on the later of (i) the day immediately preceding the Stockholder Approval Date (as defined in the Inducement Warrants) or (ii) January 28, 2024 (as defined in the Inducement Warrants) (the “Inducement Period”), whereby the Company will agree to issue new warrants (the “Inducement Warrants”) to purchase up to a number of shares of common stock equal to 200% of the number of shares of common stock issued pursuant to the exercise by the holders of the Existing Warrants during the Inducement Period, for cash, at a reduced exercise price equal to the Nasdaq Minimum Price (as defined in the as defined in Nasdaq Listing Rule 5635(d)).

The Inducement Warrants will be issued on substantially the same terms as the Existing Warrants, except that the Inducement Warrants will be exercisable at any time on or after the Stockholder Approval Date, have an expiration date of five years from the Stockholder Approval Date, and have an exercise price equal to the Nasdaq Minimum Price (as defined in the as defined in Nasdaq Listing Rule 5635(d)). The exercise prices of the Inducement Warrants will be subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. In addition, subject to Stockholder Approval, the Inducement Warrants will contain anti-dilution protection provisions relating to subsequent equity sales of shares of the Company’s common stock or common stock equivalents at an effective price per share lower than the then effective exercise price of such Inducement Warrants.

The Inducement Warrants will be issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The Company has agreed to, as soon as reasonably practicable, but in any event no later than five calendar days following the Stockholder Approval Date, file a registration statement covering the resale of the shares of the Company’s common stock issued or issu

2023
Q3

Q3 2023 Earnings

8-K

Nov 6, 2023

0001558370-23-017661

0001347858false00013478582023-11-062023-11-06 ​ ​

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): November 6, 2023

​ 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.)

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office) 14204 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 November 6, 2023, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended September 30, 2023. 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 99.1 Earnings release dated November 6, 2023

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/ R. Hugh Kinsman

Date: November 6, 2023 R. Hugh Kinsman

Chief Financial Officer

​ ​

2023
Q2

Q2 2023 Earnings

8-K

Aug 14, 2023

0001558370-23-014685

0001347858false00013478582023-08-142023-08-14 ​ ​

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): August 14, 2023

​ 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.)

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office) 14204 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 August 14, 2023, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended June 30, 2023. 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 99.1 Earnings release dated August 14, 2023

Exhibit 99.2 Supplemental financial information for earnings release dated August 14, 2023

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/ R. Hugh Kinsman

Date: August 14, 2023 R. Hugh Kinsman

Chief Financial Officer

​ ​

2023
Q1

Q1 2023 Earnings

8-K

May 9, 2023

0001558370-23-008633

0001347858false00013478582023-05-092023-05-09 ​ ​

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): May 9, 2023

​ 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.)

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office) 14204 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 May 9, 2023, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended March 31, 2023. 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 99.1 Earnings release dated May 9, 2023

Exhibit 99.2 Supplemental financial information for earnings release dated May 9, 2023

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/ R. Hugh Kinsman

Date: May 9, 2023 R. Hugh Kinsman

Chief Financial Officer

​ ​

2022
Q4

Q4 2022 Earnings

8-K

Mar 9, 2023

0001558370-23-003237

0001347858false00013478582023-03-092023-03-09 ​ ​

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): March 9, 2023

​ 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.)

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office) 14204 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 March 9, 2023, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the year ended December 31, 2022. 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 99.1 Earnings release dated March 9, 2023

Exhibit 99.2 Supplemental financial information for earnings release dated March 9, 2023

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/ R. Hugh Kinsman

Date: March 9, 2023 R. Hugh Kinsman

Chief Financial Officer

​ ​

2022
Q3

Q3 2022 Earnings

8-K

Nov 8, 2022

0001558370-22-016725

0001347858false00013478582022-11-082022-11-08 ​ ​

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): November 8, 2022

​ 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.)

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office) 14204 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 November 8, 2022, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended September 30, 2022. 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 99.1 Earnings release dated November 8, 2022

Exhibit 99.2 Supplemental financial information for earnings release dated November 8, 2022

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/ R. Hugh Kinsman

Date: November 8, 2022 R. Hugh Kinsman

Chief Financial Officer

​ ​

2022
Q2

Q2 2022 Earnings

8-K

Aug 9, 2022

0001558370-22-012729

0001347858false00013478582022-08-092022-08-09 ​ ​

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): August 9, 2022

​ 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.)

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office) 14204 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 August 9, 2022, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended June 30, 2022. 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 99.1 Earnings release dated August 9, 2022

Exhibit 99.2 Supplemental financial information for earnings release dated August 9, 2022

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/ James A. Mish

Date: August 9, 2022 James A. Mish

Chief Executive Officer

​ ​

2022
Q1

Q1 2022 Earnings

8-K

May 5, 2022

0001558370-22-007200

0001347858false00013478582022-05-052022-05-05 ​ ​

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): May 5, 2022

​ 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.)

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office) 14204 (Zip 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 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 each exchange on which registered

Common Stock, $0.00001 par value

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 May 5, 2022, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended March 31, 2022. 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 99.1 Earnings release dated May 5, 2022

Exhibit 99.2 Supplemental financial information for earnings release dated May 5, 2022

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/ James A. Mish

Date: May 5, 2022 James A. Mish

Chief Executive Officer

​ ​

About 22nd Century Group Inc. (XXII) Earnings

This page provides 22nd Century Group Inc. (XXII) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.

Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on XXII's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.

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