Item 3.03.Material Modification to Rights of Security Holders.

On March 28, 2024 22nd Century Group, Inc. (the "Company") filed a Certificate of Change (the "Certificate") pursuant to Nevada Revised Statutes ("NRS") with the Secretary of State of the State of Nevada authorizing a 1-for-16 reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.00001 (the "Reverse Stock Split"). There was no change to the Company's authorized shares.

The stockholders of the Company previously approved the Reverse Stock Split on January 24, 2024 at a ratio between 1-for-2 and 1-for-16, to be determined at the discretion of the Board of Directors(the "Board"). The Board subsequently approved the Reverse Stock Split at a ratio of 1-for-16.

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") (which the Company was previously advised it was in non-compliance with).

Effects of the Reverse Stock Split

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split became effective at 12:01 a.m. Eastern Time on April 2, 2024, and was reflected with NASDAQ and in the marketplace at the open of business on April 2, 2024 (the "Effective Date"), whereupon the shares of common stock began 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, 90137F301.

Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company's common stock held by each stockholder were 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) 16.

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, 30th 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.

Attachments

  • Original Link
  • Permalink

Disclaimer

22nd Century Group Inc. published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 April 2024 20:45:37 UTC.