22nd Century Group Faces Delisting Concerns

TL;DR

22nd Century Group might get kicked off the exchange, big trouble ahead.

AI Summary

22nd Century Group, Inc. filed an 8-K on December 16, 2024, to report a notice of delisting or failure to satisfy a continued listing rule. The company is also reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing indicates a potential transfer of listing.

Why It Matters

This filing signals potential delisting from a stock exchange, which could significantly impact the company's liquidity, stock price, and investor confidence.

Risk Assessment

Risk Level: high — The filing explicitly mentions a notice of delisting or failure to satisfy a continued listing rule, indicating a severe risk to the company's stock market status.

Key Players & Entities

• 22nd Century Group, Inc. (company) — Registrant
• December 16, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• 001-36338 (commission_file_number) — SEC File Number
• 98-0468420 (irs_number) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.00001 — nge on Which Registered Common Stock, $0.00001 par value per share XXII NASDAQ Capit
• $1.00 — mmon stock had closed below the minimum $1.00 per share requirement for continued lis
• $0.10 — common stock had a closing bid price of $0.10 or less for 10 consecutive trading days

Filing Documents

• tm2431379d1_8k.htm (8-K) — 38KB
• tm2431379d1_ex3-1.htm (EX-3.1) — 2KB
• tm2431379d1_ex99-1img001.jpg (GRAPHIC) — 251KB
• tm2431379d1_ex99-1img002.jpg (GRAPHIC) — 181KB
• tm2431379d1_ex99-1img003.jpg (GRAPHIC) — 150KB
• 0001104659-24-129440.txt ( ) — 1016KB
• xxii-20241216.xsd (EX-101.SCH) — 3KB
• xxii-20241216_lab.xml (EX-101.LAB) — 33KB
• xxii-20241216_pre.xml (EX-101.PRE) — 22KB
• tm2431379d1_8k_htm.xml (XML) — 4KB

01 . Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 . Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on July 16, 2024, 22 nd Century Group, Inc. (the "Company") received a letter from the staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") providing notification that, for the previous 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until January 13, 2025, to regain compliance with this requirement (the "Bid Price Cure Period"). On December 16, 2024, the Company received a letter from Nasdaq notifying the Company that, as of December 13, 2024, the common stock had a closing bid price of $0.10 or less for 10 consecutive trading days. Accordingly, the Company is subject to the provisions of Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stocks Rule"). As a result, Nasdaq has determined to delist the Company's securities from The Nasdaq Capital Market, notwithstanding the Bid Price Cure Period, which is rendered unavailable by the Low Priced Stocks Rule. The Company has the right to appeal Nasdaq's determination by December 23, 2024, and it intends to appeal such determination before a panel (the "Hearings Panel"). The hearing request will stay the suspension of trading and delisting of the Company's common stock pending the decision of the Hearings Panel. Consequently, the common stock will remain listed on Nasdaq at least until the Hearings Panel renders a decision following the hearing. On December 17, 2024, the Company completed a 1 for 135 reverse stock split to increase the trading price of the Company's common stock to cure the listing deficiencies noted above. No assurances can be provided that the Company will obtain

03

Item 3.03. Material Modification to Rights of Security Holders. On December 16, 2024, the Company filed a Certificate of Change (the "Certificate") pursuant to Nevada Revised Statutes ("NRS") Section 78.2055 with the Secretary of State of the "Reverse Stock Split"). The stockholders of the Company previously approved the Reverse Stock Split on December 6, 2024 at a ratio between 1-for-2 and 1-for-250, 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-135. 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 standards of Nasdaq. 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 December 17, 2024, and was reflected with Nasdaq and in the marketplace at the open of business on December 17, 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, 90137F400. 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) 135. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split commo

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.

01. Financial Statements and Exhibits

Item 9.01. 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: December 17, 2024 Lawrence D. Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR