22nd Century Group, Inc.

8-K · form8-k.htm

0001347858

 2026-06-11
 2026-06-11

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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): June 11, 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 Rd. , Mocksville , North Carolina

 (Address
 of Principal Executive Office)

  
 27028

 (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 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
2026 Annual Meeting of Stockholders of 22nd Century Group, Inc. was held on Thursday, June 11, 2026. The matters voted upon and the results
of the vote were as follows:

  

 (1) Proposal
 One : To elect Lucille Salhany as a Class III director to serve until the 2029 annual
 meeting of the stockholders and until her respective successor has been elected and qualified.
 In accordance with the voting results listed below, the nominees were elected to serve as
 director.

  

 Nominee for Director  
 For    
 Withheld    
 Broker non-votes  

 Lucille Salhany  
   1,163,869    
   34,794    
   0  

  

 (2) Proposal
 Two : To approve an advisory resolution approving executive compensation for fiscal year
 2025. In accordance with the voting results listed
 below, the Company’s executive compensation for fiscal year 2025 has been approved.

  

 For    
 Against    
 Abstain    
 Broker non-votes  

   1,160,325    
   37,053    
   1,285    
   0  

  

 (3) Proposal
 Three : To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent
 registered public accountants for 2026. In accordance with the voting results listed below,
 WithumSmith+Brown, PC will serve as the independent
 registered certified public accountants for the year 2026 .

  

 For    
 Against    
 Abstain    
 Broker non-votes  

   1,191,342    
   7,051    
   270    
   0  

  

  

  

  

 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:
 June 11, 2026
 Lawrence
 Firestone

  
 Chief
 Executive Officer