22nd Century Group (XXII) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 20, 2026, to vote on five key proposals, including a reverse stock split, preferred stock adjustments, warrant amendments, a potential new offering, and possible adjournment to solicit more proxies.

• Record date for voting eligibility is January 2, 2026, with 7,652,661 shares outstanding as of December 30, 2025.

• Board recommends voting in favor of all proposals to maintain Nasdaq compliance and support future capital raising.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split at a ratio between 1-for-2 and 1-for-200 to comply with Nasdaq listing rules.

• Proposal 2: Approve Series A Preferred Stock provisions allowing conversion below Nasdaq Minimum Price, subject to anti-dilution adjustments.

• Proposal 3: Approve anti-dilution amendments to 10,028,302 August 2025 warrants, potentially issuing more than 19.99% of common stock below Minimum Price.

• Proposal 4: Approve a potential future offering of up to $20 million in new convertible preferred stock and warrants, with similar terms to Series A.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit proxies for the above proposals.

Board of directors and corporate governance

• Board has discretionary authority to implement the reverse split within 24 months of the meeting.

• Board may abandon the reverse split if deemed not in the best interests of the company.

• Stockholder proposals for the 2026 Annual Meeting must be received by February 2, 2026, and comply with SEC rules.