XXII 22nd Century Group Inc

 

 

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): January 24, 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.)

 

500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office)

14204 (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)

 

x	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 5.07  Submission of Matters to a Vote of Security Holders.

 

A 2024 Special Meeting of Stockholders of the Company was held on Wednesday, January 24, 2024 to vote on the following proposals:

 

(1)

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-16, 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
	21,678,116			7,225,428			218,772			0

 

(2)	To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from sixty-six million, six hundred sixty-six thousand sixty hundred sixty-seven (66,666,667) to two hundred fifty million (250,000,000). The votes were cast as follows:

 

For				Against			Abstain			Broker non-votes
	20,785,163			8,114,389			222,764			0

 

(3)

To approve the issuance of shares of the Company’s common stock upon exercise of the warrants to purchase common stock (the “Inducement Warrants”) issued to accredited investors pursuant to warrant inducement agreements in accordance with the terms of the Inducement Warrants, as required by and in accordance with Nasdaq Listing Rules.  In accordance with the voting results listed below, the proposal was approved.

 

For				Against			Abstain			Broker non-votes
	15,798,872			4,135,656			117,841			9,069,947

 

(4)

The approval of an adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, Proposals 1, 2, and 3. In accordance with the voting results listed below, the proposal was approved.

 

For				Against			Abstain			Broker non-votes
	21,718,539			7,138,191			265,586			0

 

Adjournment with Respect to Proposal 2

 

The Special Meeting was adjourned to February 15, 2024, solely with respect to Proposal 2 in order to provide additional time for stockholders to consider and vote on such proposal. The remaining proposals are closed. The Special Meeting will reconvene at 11:00 a.m. Eastern Time on February 15, 2024, at 11988 El Camino Real, Suite 400, San Diego, CA 92130, solely for the purpose of considering Proposal 2.

 

 

Item 8.01

Other Events.

 

On January 24, 2024, the Company issued a press release announcing the results of the Special Meeting and the adjournment of the Special Meeting solely with respect to Proposal 2. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release dated January 24, 2024.

 

 

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: January 24, 2024	Lawrence Firestone
	Chief Executive Officer

 

 

 

Exhibit 99.1

 

22nd Century Group Announces Partial Adjournment of Annual Meeting for Proposal 2, All Other Proposals Passed

 

Transforming Business into Lean Operating Base, Extending Cash Runway, Shareholder Meeting to Re-convene February 15

 

MOCKSVILLE, N.C., January 24, 2024 — 22nd Century Group, Inc. (Nasdaq: XXII) (the “Company” or “22nd Century”), a biotechnology company focused on utilizing advanced plant technologies to improve health and wellness, today announced that the Company conducted its January 24, 2024 special meeting of stockholders (the “Meeting”) and adjourned the Meeting solely with respect to Proposal 2 set forth in its Definitive Proxy Statement (the “Proxy Statement”) previously filed with the Securities and Exchange Commission. Proposal 2 is a proposal to increase the number of authorized number of shares of common stock. All other proposals were passed at the Special Meeting with strong support from stockholders.

 

“We sincerely appreciate the support of our stockholders on these important items as we work to swiftly effect a turnaround of the business,” stated Larry Firestone, Chairman and Chief Executive Officer of 22nd Century. “In the seven weeks since I joined the Company, we have fully focused the business on our tobacco operations, implemented aggressive operating cost reductions and extended our balance sheet runway. We are also actively working to improve our tobacco business margins and increase the returns from those assets as we work to make this company self-sufficient, including efforts to increase the channels and channel support for VLN sales. While I am pleased with the progress on these and other initiatives we have underway, Proposal 2 is still critically important to ensuring that the Company can address any strategic needs as we bridge to self-sustaining operations as quickly as possible. We hope that the adjournment will enable additional shareholders to vote for this proposal, or those who may have voted against to reverse their vote and support our efforts to complete the turnaround process.”

 

The Company has adjourned the Special Meeting solely with respect to Proposal 2 to provide its stockholders additional time to vote on Proposal 2. The Special Meeting will resume with respect to Proposal 2 at 11:00 a.m. Eastern Time on February 15, 2024. The reconvened meeting will be held at 11988 El Camino Real, Suite 400, San Diego, CA 92130. The record date for determining stockholders eligible to vote at the Special Meeting will remain the same. To date, more than 48% of all shares outstanding as of the record date have voted in favor of the proposal.

 

Stockholders as of close of business on December 6, 2023, the record date for the Special Meeting, who have not yet voted are encouraged to vote over the Internet at http://www.proxyvote.com/.

 

 

About 22nd Century Group, Inc.

 

22nd Century Group, Inc. (Nasdaq: XXII) is an agricultural biotechnology company focused on tobacco harm reduction, reduced nicotine tobacco and improving health and wellness through plant science. With dozens of patents allowing it to control nicotine biosynthesis in the tobacco plant, the Company has developed proprietary reduced nicotine content (RNC) tobacco plants and cigarettes, which have become the cornerstone of the FDA’s Comprehensive Plan to address the widespread death and disease caused by smoking. The Company received the first and only FDA Modified Risk Tobacco Product (MRTP) authorization for a combustible cigarette in December 2021. 22nd Century uses modern plant breeding technologies, including genetic engineering, gene-editing, and molecular breeding to deliver solutions for the life science and consumer products industries by creating new, proprietary plants with optimized alkaloid and flavonoid profiles as well as improved yields and valuable agronomic traits.

 

Learn more at xxiicentury.com, on Twitter, on LinkedIn, and on YouTube.

 

Learn more about VLN^® at tryvln.com.

 

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Cautionary Note Regarding Forward-Looking Statements

 

Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements, including but not limited to our full year business outlook. Forward-looking statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “preliminary,” “probable,” “project,” “promising,” “seek,” “should,” “will,” “would,” and similar expressions. Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 9, 2023 and Quarterly Reports on Form 10-Q filed May 9, 2023, August 14, 2023 and November 6, 2023. All information provided in this press release is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.

 

Investor Relations & Media Contact
 

Matt Kreps

Investor Relations

22nd Century Group

mkreps@xxiicentury.com

214-597-8200

 

 

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