Every 424B that 22nd Century Group Inc. (XXII) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow XXII and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XXII filings page.
22nd Century Group, Inc. updates its resale registration covering up to 3,019,586 shares of common stock issuable upon exercise of outstanding warrants from a June 9, 2026 private placement. The company and all warrant holders agreed to amend the warrants to temporarily reduce the exercise price to $0.3675 until 11:59 p.m. EST on August 18, 2026, after which the exercise price reverts to its prior level, and to allow the warrants to be exercised on a cashless basis at any time. The shares may be offered and sold from time to time by the selling stockholders. The common stock trades on the Nasdaq Capital Market under the symbol XXII and closed at $4.11 per share on August 13, 2026.
22nd Century Group, Inc. registered up to 3,019,586 shares of common stock issuable upon exercise of outstanding warrants for resale by the named selling stockholders. The resale registration permits the selling holders to sell these warrant shares from time to time; the company will not receive proceeds from such resale.
The prospectus states the warrants were issued in a private placement on June 9, 2026, and reports 516,328 shares outstanding as of June 12, 2026 and a Nasdaq closing price of $4.85 per share on June 25, 2026. The registration includes anti-dilution provisions for the warrants and selling holders face a 4.99%/9.99% beneficial ownership limit on exercise (holder election). The prospectus also summarizes terms of outstanding Series B Convertible Preferred Stock and other capital structure items.
XXII Holdings, Inc. is registering the offer and sale of up to $6,400,000 of its common stock under an amended Sales Agreement with Needham & Company, LLC.
The shares will be sold from time to time through the Sales Agent pursuant to the prospectus supplement dated April 10, 2026, and this supplement amends Prospectus Supplement No. 1. Shares outstanding were 4,455,649 as of May 1, 2026.
22nd Century Group, Inc. registered a shelf prospectus to offer up to $250,000,000 of debt securities, common stock, preferred stock, warrants, subscription rights, securities purchase contracts and units. The prospectus is a shelf (Form S-3) style registration and states that specific terms, prices and amounts will be provided in prospectus supplements.
The document also registers 4,000,000 additional shares of Series B Convertible Preferred Stock and discloses 6,596,462 shares of common stock issuable upon exercise of warrants. Shares outstanding were 721,338 as of March 26, 2026; the prospectus repeats offering mechanics, anti-dilution and conversion terms for Series B securities.
22nd Century Group, Inc. is registering up to $1,840,000 of common stock for sale “from time to time” in an at‑the‑market offering through Needham & Company, LLC under an amended sales agreement that becomes effective upon SEC effectiveness. The Sales Agent will receive a 3.00% commission on gross proceeds; net proceeds will vary with actual sales and market prices. The company reported 721,338 shares of common stock outstanding as of March 26, 2026 and has previously sold 44,381 shares for aggregate proceeds of $0.2 million under a prior ATM program. Use of proceeds is stated as general corporate purposes, including expansion of the VLN® product launch, R&D, IP and working capital.
22nd Century Group, Inc. is registering securities in connection with a $20.0 million registered direct offering of newly designated Series B Convertible Preferred Stock and accompanying warrants.
The registration covers up to 28,011,204 shares of Common Stock issuable upon conversion of the Series B Preferred Stock using the floor conversion price of $0.714 per share, and up to 5,602,244 shares of Common Stock issuable upon exercise of the Warrants; combined underlying shares total up to 33,868,491.
The offering comprises 20,000 shares of Series B Preferred Stock (stated value $1,000 per share), initially convertible at $3.57 per share (alternative conversion at a 15% discount to the lowest 20-day VWAP), and Warrants exercisable at $3.57 for 5 years. An Initial Closing will deliver ~16,000 Series B shares (with ~4,481,795 accompanying Warrants) and a conditional Second Closing would deliver the remaining 4,000 Series B shares (and ~1,120,449 accompanying Warrants) subject to specified equity-price and volume conditions. Stockholder approval was obtained at the February 20, 2026 Special Meeting.
22nd Century Group (XXII) launched an at‑the‑market offering of up to $25,000,000 in common stock through Needham & Company, which may act as agent or principal. Shares may be sold from time to time on Nasdaq or other methods permitted by law, with no minimum amount required to close. The Sales Agent will receive a 3.00% commission on gross proceeds.
The company plans to use any net proceeds for general corporate purposes, including expanding the VLN® reduced‑nicotine cigarette rollout, research and development, intellectual property, and working capital. Common stock outstanding was 6,987,290 shares as of November 3, 2025.
The filing notes sale parameters tied to the Series A Convertible Preferred Stock: ATM sales on a trading day are limited to up to 5% of daily volume if the stock trades above 125% of the Conversion Price, and up to 10% if above 150%. Illustrative dilution math shows, at an assumed price of $1.55 per share, as‑adjusted net tangible book value would be $1.69 per share, based on $25,000,000 in gross proceeds and offering expenses.