Corporate Action (Form 8-K)

Item 3.03. Material Modification to Rights of Security Holders.

On June 16, 2025, 22nd Century Group, Inc. (the "Company") filed a Certificate of Change (the "Certificate") pursuant to Nevada Revised Statutes ("NRS") Section 78.209 with the Secretary of State of the State of Nevada authorizing a 1-for-23 reverse stock split of the Company's (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock (the "Reverse Stock Split").

Reason for the Reverse Stock Split

The Reverse Stock Split was effected solely to enable the Company to expeditiously restore compliance with the continued listing standard of NASDAQ Capital Market ("NASDAQ").

Effects of the Reverse Stock Split

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on June 20, 2025, and will be reflected with NASDAQ and in the marketplace at the open of business on June 20, 2025 (the "Effective Date"), whereupon the shares of common stock will begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company's shares of common stock will continue to trade on NASDAQ under the symbol "XXII" but will trade under a new CUSIP Number, 90137F509.

Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company's common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 23.

No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

Stockholders holding paper certificates may (but are not required to) send the certificates to the Company's transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.

Continental Stock Transfer & Trust Company
ONE STATE STREET, 30^th Floor

New York, New York 10004

Phone: (917) 262-2378

Please contact Continental Stock Transfer & Trust Company for further information, related costs and procedures before sending any certificates.