22nd Century Group Files Proxy Statement for Dec 6 Meeting
Ticker: XXII · Form: DEF 14A · Filed: Oct 25, 2024 · CIK: 1347858
| Field | Detail |
|---|---|
| Company | 22nd Century Group, Inc. (XXII) |
| Form Type | DEF 14A |
| Filed Date | Oct 25, 2024 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 20 min |
| Key Dollar Amounts | $1.00, $1.00 m, $0.1161 |
| Sentiment | neutral |
Sentiment: neutral
Topics: proxy-statement, annual-meeting, governance
Related Tickers: XXII
TL;DR
22nd Century Group (XXII) proxy filed for 12/6 meeting. Shareholders vote soon.
AI Summary
22nd Century Group, Inc. filed a definitive proxy statement (DEF 14A) on October 25, 2024, for their annual meeting on December 6, 2024. The company, previously known as Touchstone Mining LTD until December 22, 2005, is incorporated in Nevada and operates in the cigarettes industry. The filing fee for this statement was not required.
Why It Matters
This filing is crucial for shareholders as it outlines the agenda and proposals for the upcoming annual meeting, influencing their voting decisions on company governance and strategy.
Risk Assessment
Risk Level: low — This is a routine proxy filing, providing information to shareholders about an upcoming meeting, and does not inherently introduce new risks.
Key Numbers
- 20241206 — Annual Meeting Date (Shareholders will vote on company matters.)
- 20241025 — Filing Date (The proxy statement was officially submitted to the SEC.)
Key Players & Entities
- 22nd Century Group, Inc. (company) — Registrant
- Touchstone Mining LTD (company) — Former company name
- December 6, 2024 (date) — Annual meeting date
- October 25, 2024 (date) — Filing date
- December 22, 2005 (date) — Date of name change
FAQ
What is the primary purpose of this DEF 14A filing?
The primary purpose is to provide shareholders with information and solicit their votes for the upcoming annual meeting scheduled for December 6, 2024.
When is the annual meeting of 22nd Century Group, Inc. scheduled to take place?
The annual meeting is scheduled for December 6, 2024.
What was the previous name of 22nd Century Group, Inc.?
The company was formerly known as Touchstone Mining LTD.
On what date was this definitive proxy statement filed with the SEC?
This definitive proxy statement was filed on October 25, 2024.
What is the SIC code for 22nd Century Group, Inc. and what industry does it represent?
The SIC code is 2111, which represents the CIGARETTES industry.
Filing Stats: 4,923 words · 20 min read · ~16 pages · Grade level 13.4 · Accepted 2024-10-25 17:15:45
Key Financial Figures
- $1.00 — th the minimum bid price requirement of $1.00 per share, as set forth in Nasdaq Listi
- $1.00 m — rice of our common stock to satisfy the $1.00 minimum closing bid price required to try
- $0.1161 — d closing price of our common stock was $0.1161. A delisting of our common stock may ma
Filing Documents
- tm2425998-2_def14a.htm (DEF 14A) — 374KB
- lg_22ndcenturygroupgrn-4clr.jpg (GRAPHIC) — 13KB
- ic_internet-pn.gif (GRAPHIC) — 2KB
- ic_phone-pn.gif (GRAPHIC) — 2KB
- ic_mail-pn.gif (GRAPHIC) — 2KB
- ic_person-pn.gif (GRAPHIC) — 2KB
- px_2422ndproxy1pg01-bw.jpg (GRAPHIC) — 393KB
- px_2422ndproxy1pg02-4c.jpg (GRAPHIC) — 154KB
- 0001104659-24-111534.txt ( ) — 1137KB
From the Filing
DEF 14A 1 tm2425998-2_def14a.htm DEF 14A tm2425998-2_def14a - none - 3.9219025s TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6I(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12-6I(2)) 22nd Century Group, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENTS 321 Farmington Road, Mocksville, North Carolina 27028 Notice of Special Meeting of Stockholders and Proxy Statement TO THE HOLDERS OF COMMON STOCK: PLEASE TAKE NOTICE that a Special Meeting of stockholders of 22nd Century Group, Inc. (the "Company") will be held at 2 South Biscayne Boulevard, Suite 1900, Miami, FL 33131 on December 6, 2024, beginning at 10:00 A.M, Eastern Time. The meeting will be held for the following purposes: 1. To approve an amendment to our Articles of Incorporation, as amended, to effect a reverse stock split of our outstanding common stock at a ratio between 1-for-2 and 1-for-250, to be determined at the discretion of our Board of Directors (the "Reverse Split"), for the purpose of complying with the Nasdaq Listing Rules, subject to the Board's discretion to abandon such amendment (Proposal 1). 2. To approve the issuance of shares of common stock upon exercise of the warrants dated September 29, 2024 (the "Inducement Warrants") in accordance with Nasdaq Listing Rules (Proposal 2). 3. To approve the issuance of shares of common stock upon exercise of the warrants dated August 27, 2024 (the "August Warrants") in accordance with Nasdaq Listing Rules (Proposal 3). 4. To approve the issuance of shares of common stock upon exercise of the warrants dated September 13, 2024 (the "September 13 Warrants") in accordance with Nasdaq Listing Rules (Proposal 4). 5. To approve the issuance of shares of common stock upon exercise of the warrants dated September 27, 2024 (the "September 27 Warrants") in accordance with Nasdaq Listing Rules (Proposal 5). 6. To approve the issuance of shares of common stock upon exercise of the warrants dated October 11, 2024 (the "October 11 Warrants") in accordance with Nasdaq Listing Rules (Proposal 6). 7. To approve an amendment to the outstanding convertible Debentures (the "JGB Amendment") pursuant to Rules 5635(b) and 5635(d) of the Nasdaq Stock Market (Proposal 7). 8. To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of Proposals 1, 2, 3, 4, 5, 6 and/or 7 (Proposal 8). The stockholders of record at the close of business on October 7, 2024 will be entitled to vote at the Special Meeting. MEETING INFORMATION: DATE: December 6, 2024 TIME: 10:00 A.M., Eastern Time PLACE: The meeting will be held at 2 South Biscayne Boulevard, Suite 1900, Miami, FL 33131. HOW TO VOTE: Your vote is important. You are eligible to vote if you were a stockholder of record at the close of business on October 7, 2024. BY INTERNET www.proxyvote.com BY PHONE Call 1.800.690.6903 BY MAIL Complete, sign and return by free post IN PERSON Attend the Special Meeting By Order of the Board of Directors, Lawrence D. Firestone Chairman and Chief Executive Officer Dated: October 25, 2024 2024 PROXY STATEMENT | i TABLE OF CONTENTS Table of Contents Frequently Asked Questions Regarding Special Meeting Procedures 1 Proposal One 5 Proposal Two 13 Proposal Three 16 Proposal Four 19 Proposal Five 22 Proposal Six 25 Proposal Seven 28 Proposal Eight 30 Beneficial Ownership 31 Stockholder Proposals for the 2024 Annual Meeting of Stockholders and Communications with the Board of Directors 32 Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting to be Held on December 6, 2024 32 Other Matters 32 2024 PROXY STATEMENT | ii TABLE OF CONTENTS FREQUENTLY ASKED QUESTIONS REGARDING SPECIAL MEETING PROCEDURES Q: Why did I receive these materials? The Board of Directors of 22nd Century Group, Inc. is soliciting proxies for the Special Meeting of Stockholders (Special Meeting) to be held on December 6, 2024 in person. You are receiving a proxy statement because you owned shares of our common stock on October 7, 2024, and that entitles you to vote at the meeting. By use of a proxy, you can vot