---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-129440"
form_type: "8-K"
ticker: "XXII"
cik: "0001347858"
company_name: "22nd Century Group, Inc."
filed_at: "2024-12-17T23:59:59+00:00"
generated_at: "2026-05-29T02:18:23.790235+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Nasdaq determines to delist XXII; company appeals, completes 1-for-135 reverse split

## Summary
- Nasdaq notified 22nd Century on Dec 16, 2024 that stock had bid price ≤$0.10 for 10 consecutive days, triggering Low Priced Stocks Rule and delisting.
- Company intends to appeal by Dec 23, 2024; hearing request stays suspension pending panel decision.
- Effective Dec 17, 2024, completed 1-for-135 reverse stock split to increase trading price and cure listing deficiency.
- Pre-split shares outstanding: 74,724,641; post-split approx 553,516 shares (subject to rounding).
- No assurance of favorable hearing outcome or ability to regain compliance.

## SEC filing metadata
- accession: 0001104659-24-129440
- form_type: 8-K
- ticker: XXII
- cik: 0001347858
- company_name: 22nd Century Group, Inc.
- filed_at: 2024-12-17T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 3.01, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1347858/000110465924129440/0001104659-24-129440-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1347858/000110465924129440/tm2431379d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-129440
- JSON: https://secwatch.observer/filing/0001104659-24-129440.json
- Plain text: https://secwatch.observer/filing/0001104659-24-129440.txt

## Key facts
- Listing & Compliance Notices
  22nd Century Group, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5810(c)(3)(A)(iii), 5550(a)(2)).
  - Exchange: nasdaq
  - Notice: delisting notice
  - Deficiency: minimum bid price
  - Rules: 5810(c)(3)(A)(iii), 5550(a)(2)
  source text: December 16, 2024, the Company received a letter from Nasdaq notifying the Company that, as of December 13, 2024, the common stock had a closing bid price of $0.10 or less for 10 consecutive trading days. Accordingly, the Company is subject to the provisions of Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”). As a result, Nasdaq has determined to delist the Company’s securities from The Nasdaq Capital Market, notwithstanding the Bid Price Cure Period, which is rendered unavailable by the Low Priced Stocks Rule. The Company has the right to appeal Nasdaq’s determination by Decemb
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465924129440/0001104659-24-129440-index.htm
- Governance Changes
  22nd Century Group, Inc.: Amended articles of incorporation to effect a 1-for-135 reverse stock split (effective 2024-12-17).
  - Change: charter amendment
  - Effective: 2024-12-17
  source text: the Company filed a Certificate of Change (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.2055 with the Secretary of State of the State of Nevada authorizing a 1-for-135 reverse stock split of the Company’s issued and outstanding shares of common stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1347858/000110465924129440/0001104659-24-129440-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.