Form 8-K

8-K — 22nd Century Group, Inc.

Accession: 0001493152-26-048034

Filed: 2026-10-22

Period: 2026-10-22

CIK: 0001347858

SIC: 2111 (CIGARETTES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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0001347858

2026-10-22

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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): October 22, 2026

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 Road, Mocksville, North Carolina

27028

(Address

of Principal Executive Office)

(Zip

Code)

Registrant’s

telephone number, including area code: (336) 940-3769

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 each exchange on which registered

Common

Stock, $0.00001 par value

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 ☐

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 2.02

Disclosure of Results of Operations and

Financial Condition

October 22, 2026, 22nd Century Group, Inc. (the “Company”) issued a preliminary earnings release for the third quarter 2026.

A copy of the earnings release is furnished as Exhibit 99.1 to this report.

The

information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the

“Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference

in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent, if any,

expressly set forth by specific reference in such filing.

Item

8.01

Other

Events

October 22, 2026, the Company issued its preliminary and unaudited financial results for the third quarter 2026. A copy of the preliminary

financial results is filed as Exhibit 99.2 to this report.

Item

9.01(d)

Financial Statements

and Exhibits

Exhibit

99.1

Earnings

release dated October 22, 2026

Exhibit

99.2

Preliminary

Financial Results dated October 22, 2026

104

Cover

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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:

October 22, 2026

Lawrence

Firestone

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

22nd

Century Group Preliminarily Reports Third Quarter Financial Results

Revenue

Grew 66% to $4.8 Million; Gross Profit Turned Positive at $0.4 Million

MOCKSVILLE,

N.C., October 22, 2026 —22nd Century Group, Inc. (Nasdaq: XXII), the only low nicotine tobacco company in the world, today

announced select, preliminary and unaudited financial results and operating metrics for the third quarter ended September 30, 2026. The

company anticipates releasing third quarter 2026 earnings on or before November 13, 2026, and will host a conference call for investors

and financial analysts. The final date and details of the conference call will separately be released.

Preliminary

Results

Preliminary

unaudited financial results reflect continuing operations, excluding discontinued operations. All figures reported below are preliminary

and subject to change.

●

The Company expects third quarter 2026 net revenues of approximately

$4.8 million compared with $2.9 million in the second quarter of 2026, an increase of 66%.

●

The Company expects third quarter 2026 gross profit of approximately

$0.4 million, compared to a loss of $(0.3) million in the second quarter of 2026.

●

The company expects third quarter of 2026 operating expenses

of $3.0 million, consistent with the second quarter of 2026.

●

The company expects third quarter of 2026 operating loss of

$2.6 million, compared to $3.3 million in the second quarter of 2026.

●

The company expects third quarter of 2026 net loss of $2.6

million, compared to net loss of $3.3 million in the second quarter of 2026.

●

The company expects third quarter of 2026 adjusted EBITDA loss

of $2.2 million, compared to a loss of $3.5 million in the second quarter of 2026.

●

Common shares outstanding as of October 22, 2026 are 3,416,441

and no warrants remain outstanding.

●

Cash and equivalents were $3.9 million at quarter end.

“The

third quarter marked another period of disciplined execution as we continued to increase consumer awareness and strengthen the commercial

foundation for our Pinnacle VLN® and 22nd Century VLN® low nicotine cigarettes,” said Larry Firestone, Chief

Executive Officer of 22nd Century Group. “At retail, the growth in our same-store sales reports for Q3 2026 compared to Q2 2026

for the Pinnacle brand, both Pinnacle VLN® and Pinnacle Pure cigarette products reinforced our belief that the market is looking

for alternatives that change their smoking practice.”

Firestone

added, “Today’s consumers are demonstrating through their early adoption of our VLN® low nicotine cigarettes that a path

to a low nicotine category in the market is being developed. It is our anticipation that multiple brands will adopt and carry a VLN®

branded set of sku’s in the future to pair with their standard brands. We believe that the future of smoking will include a low

nicotine cigarette category of which we are the first and only player at the moment. The future of smoking is here. It’s VLN®.”

Preliminary

Financial Information

This

news release includes financial information that is preliminary and has been prepared internally by management, and has not been audited,

reviewed or compiled by our independent registered public accounting firm. 22nd Century Group’s actual results remain

subject to the completion of management’s final review and other closing and audit procedures and may differ materially from such

financial information included in this news release due to the completion of our financial closing procedures, audit procedures and final

adjustments. These preliminary estimates are not a comprehensive statement of our financial results for the third quarter 2026 and should

not be viewed as a substitute for full financial statements prepared in accordance with GAAP. Accordingly, you should not place undue

reliance on these preliminary financial results.

About

22nd Century Group, Inc.

22nd

Century Group is pioneering the Tobacco Harm Reduction and Nicotine Reduction Movements by enabling smokers to

take control of their nicotine consumption.

Our

Technology is Tobacco

Our proprietary non-GMO reduced nicotine tobacco plants were developed using our patented technologies that

regulate alkaloid biosynthesis activities resulting in a tobacco plant that contains 95% less nicotine than traditional tobacco plants.

Our extensive patent portfolio has been developed to ensure that our high-quality tobacco can be grown commercially at scale. We continue

to develop our intellectual property to ensure our ongoing leadership in the tobacco harm reduction movement.

Our

Products

We created our flagship product, the VLN® cigarette using our low nicotine tobacco, to give traditional cigarette

smokers an authentic and familiar alternative in the form of a combustible cigarette that helps them take control of their nicotine consumption.

VLN® cigarettes have 95% less nicotine compared to traditional cigarettes and have been proven to allow consumers to greatly

reduce their nicotine consumption.

VLN®

and Helps You Smoke Less® are registered trademarks of 22nd Century Limited LLC.

Learn

more at xxiicentury.com, on X (formerly Twitter), on LinkedIn, and on YouTube.

Learn

more about VLN® at tryvln.com and pinnaclevln.com.

Cautionary

Note Regarding Forward-Looking Statements

Except for historical information, all of the statements, expectations, and assumptions

contained in this press release are forward-looking statements, including but not limited to our full year business outlook. Forward-looking

statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,”

“could,” “estimate,” “expect,” “explore,” “foresee,” “goal,”

“guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,”

“preliminary,” “probable,” “project,” “promising,” “seek,” “should,”

“will,” “would,” and similar expressions. Forward-looking statements include, but are not limited to, statements

regarding (i) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations,

and (ii) our financial and operating performance. Actual results might differ materially from those explicit or implicit in forward-looking

statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the

Company’s Annual Report on Form 10-K filed on March 26, 2026 and Quarterly Reports on Form 10-Q filed May 7, 2026 and August

14, 2026. All information provided in this release is as of the date hereof, and the Company assumes no obligation to and does not intend

to update these forward-looking statements, except as required by law.

Notes

regarding Non-GAAP Financial Information

In addition to the Company’s reported results in accordance with generally accepted

accounting principles in the United States of America (“GAAP”), the Company provides EBITDA and Adjusted EBITDA.

order to calculate EBITDA, the Company adjusts net (loss) income by adding back interest expense (income), provision (benefit) for income

taxes, and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted by the Company for certain non-cash and/or

non-operating expenses, including adding back equity-based employee compensation expense, restructuring and restructuring-related charges

such as impairment, acquisition and transaction costs, and other unusual or infrequently occurring items, if applicable, such as inventory

reserves and adjustments, gains or losses on disposal of property, plant and equipment, and gains or losses on investments.

The

Company believes that the presentation of EBITDA and Adjusted EBITDA are important financial measures that supplement discussion and

analysis of its financial condition and results of operations and enhances an understanding of its operating performance. While management

considers EBITDA and Adjusted EBITDA to be important, these financial performance measures should be considered in addition to, but not

as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating (loss)

income, net (loss) income and cash flows from operations. Adjusted EBITDA is susceptible to varying calculations and the Company’s

measurement of Adjusted EBITDA may not be comparable to those of other companies.

Investor

Relations & Media Contact

Daniel Otto

Chief

Financial Officer & Investor Relations

22nd

Century Group

investorrelations@xxiicentury.com

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

Preliminary

Results

Preliminary

unaudited financial results reflect continuing operations, excluding discontinued operations. All figures reported below are preliminary

and subject to change.

●

The Company expects third quarter 2026 net revenues of approximately

$4.8 million compared with $2.9 million in the second quarter of 2026, an increase of 66%.

●

The Company expects third quarter 2026 gross profit of approximately

$0.4 million, compared to a loss of $(0.3) million in the second quarter of 2026.

●

The company expects third quarter of 2026 operating expenses

of $3.0 million, consistent with the second quarter of 2026.

●

The company expects third quarter of 2026 operating loss of

$2.6 million, compared to $3.3 million in the second quarter of 2026.

●

The company expects third quarter of 2026 net loss of $2.6

million, compared to net loss of $3.3 million in the second quarter of 2026.

●

The company expects third quarter of 2026 adjusted EBITDA loss

of $2.2 million, compared to a loss of $3.5 million in the second quarter of 2026.

●

Common shares outstanding as of October 22, 2026 are 3,416,441

and no warrants remain outstanding.

●

Cash and equivalents were $3.9 million at quarter end.

Preliminary

Financial Information

This

news release includes financial information that is preliminary and has been prepared internally by management, and has not been audited,

reviewed or compiled by our independent registered public accounting firm. 22nd Century Group’s actual results remain

subject to the completion of management’s final review and other closing and audit procedures and may differ materially from such

financial information included in this news release due to the completion of our financial closing procedures, audit procedures and final

adjustments. These preliminary estimates are not a comprehensive statement of our financial results for the third quarter 2026 and should

not be viewed as a substitute for full financial statements prepared in accordance with GAAP. Accordingly, you should not place undue

reliance on these preliminary financial results.

Cautionary

Note Regarding Forward-Looking Statements

Except

for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking

statements, including but not limited to our full year business outlook. Forward-looking statements typically contain terms such as “anticipate,”

“believe,” “consider,” “continue,” “could,” “estimate,” “expect,”

“explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,”

“may,” “plan,” “potential,” “predict,” “preliminary,” “probable,”

“project,” “promising,” “seek,” “should,” “will,” “would,” and

similar expressions. Forward-looking statements include, but are not limited to, statements regarding (i) our expectations regarding

regulatory enforcement, including our ability to receive an exemption from new regulations, and (ii) our financial and operating performance.

Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause

actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed

on March 26, 2026 and Quarterly Reports on Form 10-Q filed May 7, 2026 and August 14, 2026. All information provided in this release

is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except

as required by law.

Notes

regarding Non-GAAP Financial Information

addition to the Company’s reported results in accordance with generally accepted accounting principles in the United States of

America (“GAAP”), the Company provides EBITDA and Adjusted EBITDA.

order to calculate EBITDA, the Company adjusts net (loss) income by adding back interest expense (income), provision (benefit) for income

taxes, and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted by the Company for certain non-cash and/or

non-operating expenses, including adding back equity-based employee compensation expense, restructuring and restructuring-related charges

such as impairment, acquisition and transaction costs, and other unusual or infrequently occurring items, if applicable, such as inventory

reserves and adjustments, gains or losses on disposal of property, plant and equipment, and gains or losses on investments.

The

Company believes that the presentation of EBITDA and Adjusted EBITDA are important financial measures that supplement discussion and

analysis of its financial condition and results of operations and enhances an understanding of its operating performance. While management

considers EBITDA and Adjusted EBITDA to be important, these financial performance measures should be considered in addition to, but not

as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating (loss)

income, net (loss) income and cash flows from operations. Adjusted EBITDA is susceptible to varying calculations and the Company’s

measurement of Adjusted EBITDA may not be comparable to those of other companies.

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Oct. 22, 2026

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