22nd Century Group Files 8-K on Security Holder Rights
Ticker: XXII · Form: 8-K · Filed: Apr 3, 2024 · CIK: 1347858
| Field | Detail |
|---|---|
| Company | 22nd Century Group, Inc. (XXII) |
| Form Type | 8-K |
| Filed Date | Apr 3, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.00001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-action, filing, rights
TL;DR
22nd Century Group filed an 8-K on 3/28/24, watch for changes to shareholder rights and financials.
AI Summary
On March 28, 2024, 22nd Century Group, Inc. filed an 8-K report detailing material modifications to the rights of security holders and amendments to its articles of incorporation. The filing also includes financial statements and exhibits. The company is incorporated in Nevada and its principal executive office is located in Mocksville, North Carolina.
Why It Matters
This filing indicates potential changes affecting the rights of 22nd Century Group's shareholders and may include important financial disclosures.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can signal significant corporate actions or changes that may impact stock value.
Key Players & Entities
- 22nd Century Group, Inc. (company) — Registrant
- March 28, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of Incorporation
- Mocksville, North Carolina (location) — Address of Principal Executive Office
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders but does not specify the exact nature of these modifications within the provided text. Further details would be found in the full document.
What amendments were made to the articles of incorporation or bylaws?
The filing states there were amendments to the articles of incorporation or bylaws, but the specific changes are not detailed in the provided excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on March 28, 2024.
Where is 22nd Century Group, Inc.'s principal executive office located?
22nd Century Group, Inc.'s principal executive office is located at 321 Farmington Rd, Mocksville, North Carolina, 27028.
What is the state of incorporation for 22nd Century Group, Inc.?
22nd Century Group, Inc. is incorporated in Nevada.
Filing Stats: 1,159 words · 5 min read · ~4 pages · Grade level 10.3 · Accepted 2024-04-03 16:37:21
Key Financial Figures
- $0.00001 — nge on Which Registered Common Stock, $0.00001 par value per share XXII Nasdaq Capit
Filing Documents
- tm2410716d1_8k.htm (8-K) — 36KB
- tm2410716d1_ex3-1.htm (EX-3.1) — 7KB
- tm2410716d1_ex3-1img001.jpg (GRAPHIC) — 130KB
- tm2410716d1_ex3-1img002.jpg (GRAPHIC) — 169KB
- tm2410716d1_ex3-1img003.jpg (GRAPHIC) — 255KB
- tm2410716d1_ex3-1img004.jpg (GRAPHIC) — 189KB
- tm2410716d1_ex3-1img005.jpg (GRAPHIC) — 148KB
- 0001104659-24-043130.txt ( ) — 1444KB
- xxii-20240328.xsd (EX-101.SCH) — 3KB
- xxii-20240328_lab.xml (EX-101.LAB) — 33KB
- xxii-20240328_pre.xml (EX-101.PRE) — 22KB
- tm2410716d1_8k_htm.xml (XML) — 4KB
03
Item 3.03. Material Modification to Rights of Security Holders. On March 28, 2024 22nd Century Group, Inc. (the "Company") filed a Certificate of Change (the "Certificate") pursuant to Nevada Revised Statutes ("NRS") with the Secretary of State of the State of Nevada authorizing a 1-for-16 reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.00001 (the "Reverse Stock Split"). There was no change to the Company's authorized shares. The stockholders of the Company previously approved the Reverse Stock Split on January 24, 2024 at a ratio between 1-for-2 and 1-for-16, to be determined at the discretion of the Board of Directors (the "Board"). The Board subsequently approved the Reverse Stock Split at a ratio of 1-for-16. Reason for the Reverse Stock Split The Reverse Stock Split was effected solely to enable the Company to expeditiously restore compliance with the continued listing standard of NASDAQ Capital Market ("NASDAQ") (which the Company was previously advised it was in non-compliance with). Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number . The Reverse Stock Split became effective at 12:01 a.m. Eastern Time on April 2, 2024, and was reflected with NASDAQ and in the marketplace at the open of business on April 2, 2024 (the "Effective Date"), whereupon the shares of common stock began trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company's shares of common stock will continue to trade on NASDAQ under the symbol "XXII" but will trade under a new CUSIP Number, 90137F301. Split Adjustment; No Fractional Shares . On the Effective Date, the total number of shares of the Company's common stock held by each stockholder were converted automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 1
03
Item 5.03. Amendments to Articles of Incorporation or Bylaws. The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Form of Certificate of Amendment to Restated Articles of Incorporation 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 22ND CENTURY GROUP, INC. /s/ Lawrence D. Firestone Date: April 3, 2024 Lawrence D. Firestone Chief Executive Officer