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2025-07-15
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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): July 15,
2025
_________________
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: (336)
940-3769
|
________________________________________________________________________
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
5.02(e): Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
July 15, 2025, the stockholders of 22nd Century Group, Inc. (the “Company”) approved the Amended and Restated 22nd
Century Group, Inc. 2021 Omnibus Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance by
five million (5,000,000). The Plan was filed as Appendix B to the Company’s definitive proxy statement filed June 10, 2025 and
the terms thereof are incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 15, 2025, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Articles of
Incorporation, as amended, to increase the number of authorized shares of common stock from two hundred fifty million (250,000,000) to
five hundred million (500,000,000), which Amendment was filed and effective with the Secretary of the State of Nevada on July 15, 2025.
The Amendment was filed as Appendix A to the Company’s definitive proxy statement filed June 10, 2025 and the terms thereof are
incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
A
2025 Annual Meeting of Stockholders of 22nd Century Group, Inc. was held on Tuesday, July 15, 2025. The matters voted upon and the results
of the vote were as follows:
| (1) |
Proposal
One: To elect two Class II directors, Lawrence Firestone and David Keys, to serve until the 2028 annual meeting of the stockholders
and until their respective successors has been elected and qualified. In accordance with the voting results listed below, the nominees
were elected to serve as director. |
| Nominee
for Director |
|
For
|
|
Withheld
|
|
Broker
non-votes |
| Lawrence
Firestone |
|
3,206,689
|
|
4,498 |
|
1,448,453 |
| David
Keys |
|
3,206,627 |
|
4,536 |
|
1,448,453 |
| (2) |
Proposal
Two: To approve an advisory resolution approving executive compensation for fiscal year 2024. In
accordance with the voting results listed below, the Company’s executive compensation for fiscal year 2024 has been approved. |
| For
|
|
Against
|
|
Abstain
|
|
Broker
non-votes |
| 3,185,962
|
|
91,842 |
|
2,162 |
|
1,448,453 |
| (3) |
Proposal
Three: To approve an advisory resolution on the frequency of a vote on the Company’s executive compensation. In
accordance with the voting results listed below, the frequency of a vote on the Company’s executive compensation has been approved
for once three years. |
| 1
Year |
|
2
Years |
|
3
Years |
|
Abstain |
| 1,571,158
|
|
21,441 |
|
1,657,382 |
|
29,985 |
| (4) |
Proposal
Four: To approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of authorized
shares of common stock from two hundred fifty-million (250,000,000) shares to five hundred million (500,000,000). In accordance with
the voting results listed below, the proposal was approved. |
| For
|
|
Against
|
|
Abstain
|
|
Broker
non-votes |
| 4,198,650 |
|
525,644 |
|
4,125 |
|
N/A |
| (5) |
Proposal
Five: To approve an amendment and restatement of the 22nd Century Group, Inc. 2021 Omnibus Incentive Plan which shall increase
the number of shares authorized for issuance by five million (5,000,000). In accordance with the voting results listed below, the
amendment to the 2021 Omnibus Incentive Plan was approved. |
| For
|
|
Against
|
|
Abstain
|
|
Broker
non-votes |
| 3,138,997
|
|
137,241 |
|
3,728 |
|
1,448,453 |
| (6) |
Proposal
Six: To approve an amendment to the Company’s Articles of Incorporation, as amended, to effect a reverse stock split of
the Company’s outstanding common stock at a ratio between 1-for-2 and 1-for-100, to be determined at the discretion of the
Board of Directors, for the purpose of complying with the Nasdaq Listing Rules, subject to the Board or Directors’ discretion
to abandon such amendment. In accordance with the voting results listed below, the proposal was approved. |
| For
|
|
Against
|
|
Abstain
|
|
Broker
non-votes |
| 4,166,849 |
|
524,502 |
|
37,068 |
|
N/A |
| (7) |
Proposal
Seven To approve the issuance of shares of common stock upon exercise of the warrants dated October
24, 2024, as amended, in accordance with Nasdaq Listing Rules. In accordance with the voting results listed below, the proposal
was approved. |
| For
|
|
Against
|
|
Abstain
|
|
Broker
non-votes |
| 3,166,722 |
|
108,927 |
|
4,317 |
|
1,448,453 |
| (8) |
Proposal
Eight: To approve the issuance of shares of common stock upon exercise of the warrants dated May
1, 2025 in accordance with Nasdaq Listing Rules. In accordance with the voting results listed below, the proposal was approved. |
| For
|
|
Against
|
|
Abstain
|
|
Broker
non-votes |
| 3,165,036 |
|
110,787 |
|
4,143 |
|
1,448,453 |
| (9) |
Proposal
Nine: To approve an amendment to the outstanding convertible Debentures pursuant to Rules 5635(b)
and 5635(d) of the Nasdaq Stock Market. In accordance with the voting results listed below, the proposal was approved. |
| For
|
|
Against
|
|
Abstain
|
|
Broker
non-votes |
| 3,167,451 |
|
107,776 |
|
4,739 |
|
1,448,453 |
| (10) |
Proposal
Ten: To ratify the appointment of Freed Maxick CPAs, P.C. as the Company’s independent registered public accountants for
2025. In accordance with the voting results listed below, Freed Maxick CPAs, P.C. will serve
as the independent registered certified public accountants for the year 2025. |
| For
|
|
Against
|
|
Abstain
|
|
Broker
non-votes |
| 4,503,256 |
|
215,711 |
|
9,452 |
|
N/A |
Item
9.01(d) Financial Statements and Exhibits.
Exhibit
| 3.1 |
|
Form
of Certificate of Amendment to Restated Articles of Incorporation (incorporated by reference from Appendix A to the Company’s
definitive proxy statement filed June 10, 2025) |
| 10.1 |
|
Amended
and Restated 2021 Omnibus Incentive Plan (incorporated by reference from Appendix B to the Company’s definitive proxy statement
filed June 10, 2025) |
| 104 |
|
Cover
Page Interactive Data File - the cover page iXBRL 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 Firestone |
| Date:
July 15, 2025 |
Lawrence
Firestone |
|
Chief
Executive Officer |
