22nd Announces Reverse Stock Split

22nd Century Group will conduct a reverse stock split of its outstanding shares of common stock, par value $0.00001 per share, at a ratio of 1-for-15 effective as of 12:00 a.m. Eastern Time on July 5, 2023. The reverse stock split is intended for the company to regain compliance with the minimum bid price requirement of $1 per share of common stock for continued listing on Nasdaq.

“As a transformative plant science company, being listed on the Nasdaq Stock Market places 22nd Century among the top innovation-driven companies of the world. The board decided to take action now to resolve our compliance with the Nasdaq listing standards, providing investors with greater assurance around this important asset even as we continue to advance our mission focused on plant biotechnology and health improvement,” said Nora Sullivan, chair of the board, in a statement.

“As [we] move into the second half of 2023, we are advancing the rollout of our VLN products in the three largest state markets as we further expand our commercial footprint,” said James A. Mish, CEO. “We also expect to benefit from our new extraction capabilities and the return of distillate production in our hemp cannabis business, plus expansion in our new multi-year vertically integrated license and distribution agreements with two major consumer brands. Combined, we are tracking to our full-year outlook of a record $105 [million] to $110 million in sales.”

22nd Century common stock will begin trading on a reverse stock split-adjusted basis at the opening of the Nasdaq Capital Market on Wednesday, July 5, 2023. Following the reverse stock split, the common stock will continue to trade on Nasdaq under the symbol “XXII” with the new CUSIP number, 90137F202.

In connection with the reverse split, the company will reduce its authorized number of shares of common stock at that same ratio as the reverse split, resulting in 33,333,334 authorized shares of common stock (from 500,000,000 authorized shares). No fractional shares will be issued in connection with the reverse stock split and all such fractional interests will be rounded up to the nearest whole number of shares of common stock. In addition, the reverse stock split will apply to the common stock issuable upon the exercise of the company’s other outstanding securities, with proportionate adjustments to be made to the exercise prices and number of derivates securities, and under the company’s equity incentive plans.

The reverse stock split will consolidate the number of issued and outstanding shares of the company’s common stock to approximately 15.9 million.