UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 Wednesday, August 5, 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 of Directors’ discretion to abandon such amendment. In accordance with the voting results listed below, the proposal was approved. |
| For | Against | Abstain | Broker non-votes | |||
| 88,260 | 31,224 | 174 | N/A |
| (2) | Proposal Two: To approve the issuance of 3,019,586 inducement warrants issued in June 2026 and the shares issuable upon exercise of 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 | |||
| 62,041 | 12,518 | 156 | 44,953 |
| (3) | Proposal Three: To approve a potential future offering of up to $20 million of a new class of convertible preferred stock and accompanying 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 | |||
| 57,090 | 17,509 | 116 | 44,953 |
| (4) | Proposal Four: To approve a potential future offering of up to $10 million of common stock and accompanying 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 | |||
| 60,410 | 14,158 | 147 | 44,953 |
| (5) | Proposal Five: To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of Proposals 1, 2, 3 or 4. In accordance with the voting results listed below, the proposal was approved. |
| For | Against | Abstain | Broker non-votes | |||
| 90,291 | 28,954 | 413 | N/A |
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: August 5, 2026 | Lawrence Firestone |
| Chief Executive Officer |