22nd Century Group, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value XXII NASDAQ Capital Mark
• $20 m — the Preferred Stock and Warrants, up to $20 million, (iv) amend the conditions by whi
• $2 — at a price per share equal to at least $2.00, and with no restrictions after obta

Filing Documents

• form8-k.htm (8-K) — 45KB
• ex3-1.htm (EX-3.1) — 16KB
• ex10-1.htm (EX-10.1) — 48KB
• 0001493152-25-028191.txt ( ) — 285KB
• xxii-20251217.xsd (EX-101.SCH) — 3KB
• xxii-20251217_lab.xml (EX-101.LAB) — 33KB
• xxii-20251217_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Preferred Stock Amendment On December 17, 2205, 22nd Century Group, Inc. (the " Company ") entered into an Omnibus Amendment and Waiver (the " Amendment Agreement ") with the holders (" Holders ") of the outstanding Series A Convertible Preferred Stock (the " Preferred Stock ") to amend the Securities Purchase Agreement, dated as of August 22, 2025 (as amended, the " Purchase Agreements "), the Certificate of Designations of Series A Convertible Preferred Stock (the " Certificate of Designation " and, such amendment, the "Certificate of Amendment") and the warrants issued pursuant to the Purchase Agreement and certain placement agent warrants (the " Warrants ") issued in connection with the issuance of the Preferred Stock. Pursuant to the Amendment Agreement, the Company and the Holders agreed to (i) change the Stockholder Approval Deadline (as defined in the Purchase Agreement) to February 23, 2026, (ii) seek Stockholder Approval to effect a reverse stock split for the purpose of complying with the Nasdaq Listing Rules, (iii) seek Stockholder Approval to approve an offering of the Company's securities including preferred stock and warrants on substantially the same terms as the Preferred Stock and Warrants, up to $20 million, (iv) amend the conditions by which the Company may sell shares under its ATM Facility (as defined in the Purchase Agreement), including that prior to the Stockholder Approval Deadline, the Company may only sell shares at a price per share equal to at least $2.00, and with no restrictions after obtaining Stockholder Approval (as defined in the Purchase Agreement); provided that, if such Stockholder Approval is not obtained by the Stockholder Approval Deadline, the Company may not sell shares under the ATM Facility until such time as the Stockholder Approval is obtained, (v) subject to Stockholder Approval, the Company may reduce the Conversion Price (as defined in the Certificate of De

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders The matters described in Item 1.01 of this Current Report on Form 8-K related to the Preferred Stock and the Certificate of Amendment are incorporated herein by reference. The description of the terms of revised terms of the Series A Preferred Stock under Item 1.01 and Item 5.03 is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year The Company will file a Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock ("Certificate of Amendment"). The description of the terms of the Preferred Stock Amendment under Item 1.01 is incorporated herein by reference. The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of the form of such Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference herein. Item 9.01(d): Financial Exhibit 3.1 Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock Exhibit 10.1 Form of Omnibus Amendment and Waiver Exhibit 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, 2025 Lawrence D. Firestone Chief Executive Officer

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