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.

• Record date for voting eligibility is June 15, 2026, with 345,124 shares of common stock entitled to vote.

• Voting can be done online, by phone, mail, or in person, with quorum set at one-third of outstanding shares.

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 issuance of 3,019,586 inducement warrants and shares issuable upon exercise, potentially dilutive.

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

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

• Proposal 5: Approve adjournment of the meeting to solicit additional proxies if needed.

Board of directors and corporate governance

• Board has discretionary authority to implement or abandon the reverse split within 24 months of approval.

• Board recommends voting in favor of all proposals.

• Stockholder proposals for the 2027 Annual Meeting must be received by February 1, 2027.