22nd Century Group (XXII) Registration filing summary

Company overview and business model

• Operates as a tobacco products company focused on proprietary reduced nicotine tobacco products authorized as Modified Risk Tobacco Products by the FDA, and provides contract manufacturing for third-party brands.

• Mission centers on mitigating smoking harms through Very Low Nicotine (VLN) cigarettes, with phased rollout to over 5,000 stores in 26 states since 2023.

• Maintains a substantial intellectual property portfolio related to reduced nicotine tobacco plants.

• Expanding contract manufacturing operations to fund VLN growth and diversify revenue.

• Classified as a "smaller reporting company," allowing reduced disclosure obligations.

Financial performance and metrics

• Aggregate market value of outstanding common stock held by non-affiliates is approximately $5.5 million as of March 26, 2026.

• Historical net tangible book value as of December 31, 2025, was $12.3 million, or $24.04 per share; pro forma net tangible book value after adjustments would be $18.1 million, or $0.78 per share.

• After the offering, adjusted pro forma net tangible book value would be $19.9 million, or $0.84 per share, resulting in immediate dilution of $2.10 per share to new investors at an assumed offering price of $2.94.

Use of proceeds and capital allocation

• Net proceeds from securities sales will be used for general corporate purposes, expansion and acceleration of VLN product launches, R&D, procurement and development of intellectual property, and working capital.

• Management retains broad discretion over allocation of proceeds.