UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Item 2.02 | Disclosure of Results of Operations and Financial Condition |
On February 20, 2026, the Company issued a prelminary earnings release for the fourth quarter and year ended December 31, 2025. A copy of the earnings release is furnished as Exhibit 99.1 to this report.
The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
A 2026 Special Meeting of Stockholders of 22nd Century Group, Inc. was held on Friday, February 20, 2026. The matters voted upon and the results of the vote were as follows:
| (1) | Proposal One: 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-200, 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 | |||
| 2,289,125 | 685,715 | 6,968 | N/A |
| (2) | Proposal Two: To approve sections of the Series A Convertible Preferred Stock (the “Series A Preferred”) that could cause shares of common stock to be issued below the Nasdaq Minimum Price in accordance with Nasdaq Listing Rules. In accordance with the voting results listed below, the proposal was approved. |
| For | Against | Abstain | Broker non-votes | |||
| 1,181,533 | 363,604 | 3,270 | 1,433,401 |
| (3) | Proposal Three To approve an amendment to 10,028,302 outstanding warrants issued in August 2025 to add anti-dilution provisions (the “August Warrants”) in accordance with Nasdaq Listing Rules. In accordance with the voting results listed below, the proposal was approved. |
| For | Against | Abstain | Broker non-votes | |||
| 1,323,470 | 212,580 | 12,357 | 1,433,401 |
| (4) | Proposal Four: To approve a potential future offering in accordance with Nasdaq Listing Rules. In accordance with the voting results listed below, the proposal was approved. |
| For | Against | Abstain | Broker non-votes | |||
| 1,200,623 | 333,302 | 14,482 | 1,433,401 |
| (5) | Proposal Five: 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, 3 and 4. In accordance with the voting results listed below, the proposal was approved. |
| For | Against | Abstain | Broker non-votes | |||
| 2,354,898 | 594,878 | 32,032 | N/A |
| Item 8.01 | Other Events |
On February 20, 2026, the Company issued its preliminary and unaudited financial results for the fourth quarter and year ended December 31, 2025. A copy of the preliminary financial results is filed as Exhibit 99.2 to this report.
| Item 9.01(d) | Financial Statements and Exhibits. |
Exhibit
| 99.1 | Earnings release dated February 20, 2026 | |
| 99.2 | Preliminary Financial Results dated February 20, 2026 | |
| 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 Firestone | |
| Date: February 20, 2026 | Lawrence Firestone |
| Chief Executive Officer |