22nd Century amends warrant exercise terms

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.

Rhea-AI Filing Summary

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.

Filing Explained

The August 14 supplement updates an effective resale registration for up to 3,019,586 shares issuable upon warrant exercise. It records no exercise, issuance, or sale in this filing, so the registered shares are potential—not completed—dilution, and the company would receive proceeds only from cash exercise, not from secondary resales.

Key Figures

Shares registered for resale: 3,019,586 shares of common stock Temporary warrant exercise price: $0.3675 per share Exercise price reduction deadline: August 18, 2026, 11:59 p.m. EST +1 more

4 metrics

Shares registered for resale 3,019,586 shares of common stock Common stock issuable upon exercise of outstanding warrants

Temporary warrant exercise price $0.3675 per share Reduced exercise price effective until August 18, 2026

Exercise price reduction deadline August 18, 2026, 11:59 p.m. EST End of period during which reduced exercise price applies

Common stock closing price $4.11 per share Closing price on August 13, 2026 on Nasdaq Capital Market

Key Terms

Prospectus Supplement, cashless basis, Nasdaq Capital Market, warrants

4 terms

Prospectus Supplement regulatory

"This Prospectus Supplement No. 1, dated August 14, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

cashless basis financial

"allow the Warrants to be exercised on a cashless basis at any point"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

Nasdaq Capital Market market

"Our common stock is listed on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

warrants financial

"shares of our common stock issuable upon the exercise of outstanding warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Offering Details

secondary/resale · Up to 3,019,586 shares of common stock

Offering

Offering Type secondary/resale

Securities Offered Common stock issuable upon exercise of outstanding warrants

Offering Amount Up to 3,019,586 shares of common stock

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does 22nd Century Group (XXII) register in this prospectus supplement?

22nd Century Group registers the resale of up to 3,019,586 shares of common stock issuable upon exercise of outstanding warrants from a June 9, 2026 private placement by the selling stockholders.

How were the XXII warrant terms changed in the August 14, 2026 supplement?

The company and warrant holders agreed to temporarily cut the exercise price to $0.3675 until August 18, 2026 and to permit warrant exercise on a cashless basis at any point.

What is the temporary exercise price and deadline for XXII’s warrants?

The temporary exercise price is $0.3675 per share, effective until 11:59 p.m. EST on August 18, 2026, after which the exercise price reverts to the level in effect before the reduction.

Who sells the shares covered by this 22nd Century Group (XXII) prospectus?

The shares are offered for sale from time to time by selling stockholders named in the prospectus, consisting of common stock issuable upon exercise of previously issued private placement warrants.

At what price was 22nd Century Group (XXII) stock trading on August 13, 2026?

On August 13, 2026, 22nd Century Group’s common stock closed at $4.11 per share on the Nasdaq Capital Market under the symbol XXII, providing context for the amended warrant exercise price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:26 PM Accepted by SEC EDGAR 08/14/2026 - 04:13 PM Learn about SEC filing dates

Prospectus Supplement Filed Pursuant to Rule 424(b)(3)

Registration File No. 333-296761

 

Up to 3,019,586 Shares of Common Stock Issuable Upon Exercise of Warrants

PROSPECTUS SUPPLEMENT NO. 1 DATED AUGUST 14, 2026

(To Prospectus Dated June 26, 2026)

This Prospectus Supplement No. 1, dated August 14, 2026 (“Supplement No. 1”), filed by 22nd Century Group, Inc. (the “Company”), modifies and supplements certain information contained in the Company’s prospectus, dated June 26, 2026 (as amended and supplemented from time to time, the “Prospectus”), as part of the Company’s Form S-3 Registration Statement declared effective by the Securities and Exchange Commission on June 24, 2026. This Supplement No. 1 is not complete without, and may not be delivered or used except in connection with, the Prospectus, including all amendments and supplements thereto.  The Prospectus relates to the offer and sale from time to time by the selling stockholders named in the prospectus of up to 3,019,586 shares of our common stock, par value $0.00001 per share, comprising up to 3,019,586 shares of our common stock issuable upon the exercise of outstanding warrants issued in a private placement on June 9, 2026 (collectively, the “Warrants”).

On August 13, 2026, the Company entered in to a letter agreement with the holders of all of the outstanding Warrants (the “Amendment”) whereby the Company agreed to amend the Warrants to (i) temporarily reduce the then current exercise price to $0.3675 until 11:59 p.m. EST on August 18, 2026 (the “Exercise Deadline”), following which Exercise Deadline the exercise price would revert back to the exercise price immediately in effect prior to such reduction and (ii) allow the Warrants to be exercised on a cashless basis at any point. Accordingly, this Supplement No. 1 amends and supplements the Prospectus to reflect an amendment of the Warrants.

The information in this Supplement No. 1 modifies and supersedes, in part, the information contained in the Prospectus.  Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as so modified or superseded by this Supplement No. 1. We may further amend or supplement the Prospectus from time to time by filing additional amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully before you make an investment decision.

Our common stock is listed on the Nasdaq Capital Market under the symbol “XXII.” On August 13, 2026, the closing price of our common stock was $4.11 per share.

Investing in the Company’s securities involves risks. Before making any investment in the Company’s securities, you should read and carefully consider risks described in the “Risk Factors” section in the Prospectus and in the Company’s most recent Annual Report on Form 10-K and subsequently filed Quarterly Reports.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if the Prospectus, or any of the supplements or amendments relating thereto, is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this Supplement No. 1 is August 14, 2026.