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.)

 

321 Farmington Rd, 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 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 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) 16.

 

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 common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

 

Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

 

Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.

 

Continental Stock Transfer & Trust Company
ONE STATE STREET, 30th Floor

New York, New York 10004

Phone: (917) 262-2378

 

Please contact Continental Stock Transfer & Trust Company for further information, related costs and procedures before sending any certificates.

 

 

State Filing. The Reverse Stock Split was effected by the Company filing the Certificate pursuant to NRS  with the Secretary of State of the State of Nevada on March 28, 2024. The Certificate was not effective until the Effective Date. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

 

Capitalization. Prior to the Effective Date of the Certificate, the Company was authorized to issue 250,000,000 shares of common stock. As a result of the Reverse Stock Split, the Company will remain authorized to issue 250,000,000 shares of common stock. As of April 1, 2024 (immediately prior to the Effective Date), there were 55,722,442 shares of common stock outstanding. As a result of the Reverse Stock Split, there are approximately 3,482,653 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the common stock.

 

The Reverse Stock Split also does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 10,000,000 shares remained unchanged.

 

Each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares.

 

All options and warrants of the Company outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted as a result of the Reverse Stock Split.

 

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.

 

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

 

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