22nd Century Group (XXII) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 20, 2026, to vote on five key proposals impacting capital structure and compliance with Nasdaq rules.

• Proposals include a reverse stock split, approval of Series A Preferred anti-dilution provisions, warrant amendments, a potential new offering, and possible adjournment to solicit more votes.

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

Voting matters and shareholder proposals

• Proposal 1: Reverse stock split at a ratio between 1-for-2 and 1-for-200, at Board's discretion, to comply with Nasdaq minimum bid price requirements.

• Proposal 2: Approval of Series A Preferred anti-dilution provisions, potentially allowing conversion below Nasdaq Minimum Price, subject to a floor price.

• Proposal 3: Amendment to August 2025 warrants to add anti-dilution provisions, potentially issuing more than 19.99% of common stock at below Minimum Price.

• Proposal 4: Approval for a potential future offering of up to $20 million in new convertible preferred stock and warrants, with similar anti-dilution features.

• Proposal 5: Adjournment of the meeting if necessary to solicit additional proxies for the above proposals.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse split within 24 months of approval.

• Board recommends all proposals and will bear costs of proxy solicitation.

• Stockholder proposals for the next annual meeting must be received by February 2, 2026, and comply with SEC rules.