SCHEDULE: Iroquois Capital Amends 22nd Century Group Stake

Iroquois Capital Management and its principals have filed an amended Schedule 13G, disclosing beneficial ownership of 4.99% of 22nd Century Group, Inc. common stock through warrants.

Summary

• This is an Amendment No. 2 to a Schedule 13G filing by Iroquois Capital Management, LLC, Richard Abbe, and Kimberly Page.
• The filing reports beneficial ownership in 22nd Century Group, Inc. Common Stock (CUSIP: 90137F509).
• As of June 30, 2025, the reporting persons collectively beneficially own 4.99% of the outstanding Common Stock.
• This ownership is primarily through warrants: Iroquois Master Fund Ltd. holds warrants to purchase 195,703 shares, and Iroquois Capital Investment Group LLC (ICIG) holds warrants to purchase 362,447 shares.
• All warrants are subject to a 4.99% blocker, meaning the reporting persons cannot exercise them if it would result in beneficial ownership exceeding 4.99% of the outstanding shares.
• The percentage is calculated based on 500,331 shares of Common Stock outstanding as reported by 22nd Century Group, Inc. in its Current Report on Form 8-K filed on June 16, 2025.
• The filing certifies that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual disclosure of beneficial ownership and does not contain performance or forward-looking statements.

Risks

• Potential future dilution for existing shareholders if the warrants are fully exercised, although the 4.99% blocker limits immediate impact.
• The existence of warrants could create an overhang on the stock price.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Richard Abbe and Kimberly Page share authority and responsibility for investments made on behalf of Iroquois Master Fund Ltd.
• Richard Abbe has sole authority and responsibility for investments made on behalf of Iroquois Capital Investment Group LLC (ICIG).
• Iroquois Capital Management LLC is the investment advisor for Iroquois Master Fund.
• Richard Abbe is the President of Iroquois Capital.

Stakeholder Impact

• Shareholders: Potential for future dilution if warrants are exercised, though limited by the 4.99% blocker. The presence of a significant investor holding warrants could be seen as a vote of confidence or a potential source of future selling pressure.

Key Dates

Keywords

22nd Century Group, Iroquois Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, SEC Filing, Investment