{"filing":{"accession_number":"0001493152-26-027838","cik":"0001347858","ticker":"XXII","company_name":"22nd Century Group, Inc.","form":"8-K","filing_date":"2026-06-09","report_date":null,"primary_document":"form8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1347858/000149315226027838/form8-k.htm"},"events":[{"id":6012,"run_id":5277,"accession_number":"0001493152-26-027838","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"22nd Century Group issued new warrant inducement agreements (Inducement Warrants) to purchase common stock at a significantly reduced exercise price of $0.4626 compared to the original $3.57 exercise price. The Inducement Warrants and underlying shares are unregistered equity securities issued in reliance on Section 4(a)(2) exemption, materially affecting shareholder ownership and dilution.","company_name":"22nd Century Group, Inc.","ticker":"XXII","filing_date":"2026-06-09","submitted_at":null,"items":[{"id":5392,"accession_number":"0001493152-26-027838","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company entered into a warrant inducement agreement whereby it issued new warrants (Inducement Warrants) to purchase common stock at a significantly reduced exercise price of $0.4626 (versus the original $3.57 exercise price on the Existing Warrants). The filing explicitly discloses under Item 3.02 that the Inducement Warrants and underlying shares are unregistered equity securities issued in reliance on Section 4(a)(2) exemption. This is a classic dilutive equity issuance that would materially affect shareholder ownership and the total mix of information available to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T11:01:13.484823+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5394,"accession_number":"0001493152-26-027838","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 5.03 discloses an amendment to the Articles of Incorporation, with exhibits showing a Certificate of Amendment and inducement warrant/letter forms. While the specific amendment details are incorporated by reference to Item 3.03 (not provided here), the presence of inducement warrants and letters suggests a capital-raising or equity issuance event. Without the full Item 3.03 text, the materiality and precise event classification remain ambiguous—this could relate to dilutive_issuance, ma_activity, or a routine corporate governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T11:01:13.484823+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":6013,"run_id":5277,"accession_number":"0001493152-26-027838","anchor_item_number":"3.03","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"summary":"The Company effected a 1-for-20 reverse stock split solely to restore compliance with NASDAQ Capital Market's continued listing standards. This action addresses a material listing compliance failure and represents a significant delisting risk event.","company_name":"22nd Century Group, Inc.","ticker":"XXII","filing_date":"2026-06-09","submitted_at":null,"items":[{"id":5393,"accession_number":"0001493152-26-027838","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing explicitly states the reverse stock split was \"effected solely to enable the Company to expeditiously restore compliance with the continued listing standard of NASDAQ Capital Market.\" This disclosure of a 1-for-20 reverse split undertaken to address a NASDAQ listing compliance failure is a material delisting-risk event. The company is taking corrective action to avoid delisting, which is a material concern to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T11:01:13.484823+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":5392,"accession_number":"0001493152-26-027838","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Company entered into a warrant inducement agreement whereby it issued new warrants (Inducement Warrants) to purchase common stock at a significantly reduced exercise price of $0.4626 (versus the original $3.57 exercise price on the Existing Warrants). The filing explicitly discloses under Item 3.02 that the Inducement Warrants and underlying shares are unregistered equity securities issued in reliance on Section 4(a)(2) exemption. This is a classic dilutive equity issuance that would materially affect shareholder ownership and the total mix of information available to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T11:01:13.484823+00:00","company_name":"22nd Century Group, Inc.","ticker":"XXII","filing_date":"2026-06-09"},{"id":5393,"accession_number":"0001493152-26-027838","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing explicitly states the reverse stock split was \"effected solely to enable the Company to expeditiously restore compliance with the continued listing standard of NASDAQ Capital Market.\" This disclosure of a 1-for-20 reverse split undertaken to address a NASDAQ listing compliance failure is a material delisting-risk event. The company is taking corrective action to avoid delisting, which is a material concern to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T11:01:13.484823+00:00","company_name":"22nd Century Group, Inc.","ticker":"XXII","filing_date":"2026-06-09"},{"id":5394,"accession_number":"0001493152-26-027838","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 5.03 discloses an amendment to the Articles of Incorporation, with exhibits showing a Certificate of Amendment and inducement warrant/letter forms. While the specific amendment details are incorporated by reference to Item 3.03 (not provided here), the presence of inducement warrants and letters suggests a capital-raising or equity issuance event. Without the full Item 3.03 text, the materiality and precise event classification remain ambiguous—this could relate to dilutive_issuance, ma_activity, or a routine corporate governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-09T11:01:13.484823+00:00","company_name":"22nd Century Group, Inc.","ticker":"XXII","filing_date":"2026-06-09"}]}