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): December 6, 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 | | 27028 |
| (Address of Principal Executive Office) | | (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 5.07 Submission of Matters to a Vote of Security Holders.
A 2024 Special Meeting of Stockholders of 22nd Century Group, Inc. was held on Friday, December 6, 2024. 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-250, 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 | |
| | 8,041,783 | | | | 3,372,936 | | | | 129,502 | | | | | |
| (2) | Proposal Two To approve the issuance of shares of common stock upon exercise of the warrants dated September 29, 2024 (the “Inducement 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 | |
| | 4,706,919 | | | | 779,097 | | | | 45,639 | | | | 6,012,566 | |
| (3) | Proposal Three: To approve the issuance of shares of common stock upon exercise of the warrants dated August 27, 2024 (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 | |
| | 4,708,187 | | | | 764,637 | | | | 58,831 | | | | 6,012,566 | |
| (4) | Proposal Four: To approve the issuance of shares of common stock upon exercise of the warrants dated September 13, 2024 (the “September 13 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 | |
| | 4,682,556 | | | | 796,658 | | | | 52,441 | | | | 6,012,566 | |
| (5) | Proposal Five: To approve the issuance of shares of common stock upon exercise of the warrants dated September 27, 2024 (the “September 27 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 | |
| | 4,709,538 | | | | 769,689 | | | | 52,428 | | | | 6,012,566 | |
| (6) | Proposal Six: To approve the issuance of shares of common stock upon exercise of the warrants dated October 11, 2024 (the “October 11 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 | |
| | 4,707,338 | | | | 771,115 | | | | 53,202 | | | | 6,012,566 | |
| (7) | Proposal Seven: To approve an amendment to the outstanding convertible Debentures (the “JGB Amendment”) 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 | |
| | 4,835,573 | | | | 618,915 | | | | 77,167 | | | | 6,012,566 | |
| (8) | Proposal Eight: 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, 4, 5, 6, and 7. In accordance with the voting results listed below, the proposal was approved. |
| For | | | Against | | | Abstain | | | Broker non-votes | |
| | 8,228,011 | | | | 3,121,429 | | | | 194,781 | | | | | |
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: December 6, 2024 | Lawrence Firestone |
| | Chief Executive Officer |
