22nd Century Group (XXII) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 5, 2026, to vote on five key proposals, including a reverse stock split, inducement warrants, and new equity offerings.

• Proposals aim to maintain Nasdaq listing compliance, raise capital, and provide flexibility for future financings.

• Board recommends voting in favor of all proposals to support corporate objectives and financial stability.

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 rules.

• Proposal 2: Approve issuance of 3,019,586 inducement warrants and shares issuable upon exercise.

• Proposal 3: Approve a potential offering of up to $20 million in new convertible preferred stock and warrants.

• Proposal 4: Approve a potential offering of up to $10 million in common stock and warrants.

• 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 approval.

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

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