{"url_path":"/sec/xxii/8-k/2026-06-09/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 ** **Material Modification to Rights of Security Holders.**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1347858/0001493152-26-027870-index.html","accession_number":"0001493152-26-027870","cik":"0001347858","ticker":"XXII","issuer_name":"22nd Century Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1347858/0001493152-26-027870-index.html","primary_entity_key":"0001347858","primary_entity_name":"22nd Century Group, Inc."},"word_count":847,"has_tables":true,"body_markdown":"**Item 3.03.** **Material Modification to Rights of Security Holders.**\n\n \n\nOn\nJune 10, 2026, the Company will fill a Certificate of Amendment (the “Certificate”) pursuant to Nevada Revised\nStatutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-20 reverse\nstock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).\n\n \n\n**Reason\nfor the Reverse Stock Split**\n\n \n\nThe\nReverse Stock Split was effected solely to enable the Company to expeditiously restore compliance with the continued listing standard\nof NASDAQ Capital Market (“NASDAQ”).\n\n \n\n**Effects\nof the Reverse Stock Split**\n\n \n\n*Effective\nDate; Symbol; CUSIP Number*. The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on June 12, 2026, and will\nbe reflected with NASDAQ and in the marketplace at the open of business on June 12, 2026 (the “Effective Date”), whereupon\nthe shares of common stock will begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s\nshares of common stock will continue to trade on NASDAQ under the symbol “XXII” but will trade under a new CUSIP Number,\n90137F707.\n\n \n\n*Split\nAdjustment; No Fractional Shares*. On the Effective Date, the total number of shares of the Company’s common stock held\nby each stockholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of issued\nand outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 20.\n\n \n\nNo\nfractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of\nthe post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the\nReverse Stock Split.\n\n \n\n*Non-Certificated\nShares; Certificated Shares*. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take\nany action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.\n\n \n\nStockholders\nholding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given\nbelow. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.\n\n \n\n \n\n \n\n \n\nContinental\nStock Transfer & Trust Company\n\nONE\nSTATE STREET, 30th Floor\n\nNew\nYork, New York 10004\n\nPhone:\n(917) 262-2378\n\n \n\nPlease\ncontact Continental Stock Transfer & Trust Company for further information, related costs and procedures before sending any certificates.\n\n \n\n*State\nFiling*. The Reverse Stock Split was effected by the Company filing the Certificate pursuant to NRS Section 78.209 with\nthe Secretary of State of the State of Nevada on June 10, 2026. The Certificate will not be effective until the Effective Date. A copy\nof the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.\n\n \n\n*Stockholder\nApproval Required*. Under Nevada law, because the Reverse Stock Split did not proportionately reduce the authorized shares, Stockholder\napproval was required in accordance with NRS 78.2055. Under NRS 78.2055, “a corporation that desires to decrease the number of\nissued and outstanding shares of a class or series held by each stockholder of record at the effective date and time of the change without\ncorrespondingly decreasing the number of authorized shares of the same class or series may do so if: (a) The board of directors adopts\na resolution setting forth the proposal to decrease the number of issued and outstanding shares of a class or series; *and*, (b)\nThe proposal is approved by the vote of stockholders holding a majority of the voting power of the affected class or series, or such\ngreater proportion as may be provided in the articles of incorporation, regardless of limitations or restriction on the voting power\nof the affected class or series.” As described herein, the Reverse Stock Split complies with such requirements.\n\n \n\n*Capitalization*.\nPrior to the Effective Date of the Certificate, the Company was authorized to issue 500,000,000 shares of common stock. As a result of\nthe Reverse Stock Split, the Company will remain authorized to issue 500,000,000 shares of common. As of June 9, 2026 (immediately\nprior to the Effective Date), there were 10,326,551 shares of common stock outstanding (including 3,424,094 shares held in abeyance).\nAs a result of the Reverse Stock Split, there will be approximately 516,328 shares of common stock outstanding (including 171,205\nshares held in abeyance, and subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse\nStock Split will not have any effect on the stated par value of the common stock.\n\n \n\nEach\nstockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result\nof the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares.\n\n \n\nAll\noptions, warrants and shares of Series B Preferred Stock underlying shares of common stock of the Company outstanding immediately\nprior to the Reverse Stock Split will be appropriately adjusted as a result of the Reverse Stock Split."}