22nd Century Group plans a 1-for-58 reverse stock split of its common shares, saying the move is intended to help it restore compliance with Nasdaq’s continued-listing standards. The split is scheduled to take effect before trading opens on November 5, 2026.
The change will sharply reduce the number of shares outstanding, but it will not proportionately reduce the company’s authorized share count. The company’s stock will continue to trade as XXII.
Key details
- Split ratio and timing: Each 58 shares of common stock will become one share. The change is scheduled to take effect at 12:01 a.m. Eastern Time on November 5 and appear in trading at the market open that day.
- Share count: The company had 31,949,758 common shares outstanding as of November 2. It estimates that about 550,858 shares will be outstanding after the split, subject to adjustments for fractional shares.
- Fractional shares: The company will round up to one whole post-split share for holders who would otherwise receive a fraction. It will not pay cash for fractional shares.
- Authorized shares: The company will remain authorized to issue 500 million common shares, unchanged from before the split. The reverse split does not reduce that authorization.
- Ownership and voting: Each shareholder’s percentage ownership and proportional voting power are expected to remain virtually unchanged, apart from minor effects from rounding.
- Other securities: Outstanding options, warrants and Series A preferred shares will be adjusted for the split.
- Trading details: The stock will continue to trade under the ticker XXII, but will use a new CUSIP number, 90137F806.
- Shareholder accounts: Shares held electronically at brokerages will be adjusted automatically. Holders of paper certificates may request replacement certificates from the transfer agent, but are not required to do so.
Plain-English implications
The split changes the number of shares and the per-share trading basis, not shareholders’ proportional ownership in the company. Because the authorized share count stays at 500 million while outstanding shares fall to about 551,000, the company will have substantially more authorized shares relative to those currently outstanding. The stated purpose of the split is to address Nasdaq listing compliance; the announcement does not specify the listing standard involved.