22nd Century Group registers up to $18.8M stock offering

While the public float remains below $75,000,000, sales in a public primary offering are capped at one-third of the float in any 12-month period.

Rhea-AI Filing Summary

22nd Century Group, Inc. (XXII) registers up to $18,800,000 of common stock for sales from time to time through Needham & Company, LLC, acting as sales agent. The supplement amends existing sales materials under the Sales Agreement. While the public float remains below $75,000,000, the company may not sell securities in a public primary offering with a value exceeding one-third of its public float in any 12-month period. The company reports $4.7 million of securities sold under this Form S-3 limitation during the 12 calendar months prior to and including October 23, 2026.

Key Figures

Registered common stock offering: Up to $18,800,000 Public-float sale limit: One-third of public float Securities sold under Form S-3 limitation: $4.7 million +5 more

8 metrics

Registered common stock offering Up to $18,800,000 Sales from time to time through the sales agent

Public-float sale limit One-third of public float For any 12-month period while public float remains below $75,000,000

Securities sold under Form S-3 limitation $4.7 million During the 12 calendar months prior to and including October 23, 2026

Non-affiliate common stock market value Approximately $70.7 million Calculated using shares outstanding as of October 23, 2026 and a closing price on August 24, 2026

Common shares outstanding 19,202,198 shares As of October 23, 2026

Common stock closing price $0.2157 per share October 22, 2026

Common stock closing price used in market-value calculation $3.68 per share August 24, 2026

Public-float threshold $75,000,000 The public-float limitation applies while the public float remains below this amount

Key Terms

General Instruction I.B.6 of Form S-3, public float, aggregate market value, Sales Agreement

4 terms

General Instruction I.B.6 of Form S-3 regulatory

"pursuant to General Instruction I.B.6 of Form S-3"

public float financial

"so long as our public float remains below $75,000,000"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

aggregate market value financial

"The aggregate market value of our outstanding common stock"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

Sales Agreement financial

"pursuant to the Sales Agreement (as amended)"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

Offering Details

ATM · Up to $18,800,000

Offering

Offering Type ATM

Securities Offered Common Stock

Offering Amount Up to $18,800,000

FAQ

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

How much XXII common stock is registered for sale?

Up to $18,800,000 of common stock is registered for sale from time to time through Needham & Company, LLC, acting as sales agent.

What public-float value does XXII disclose?

The aggregate market value of common stock held by non-affiliates was approximately $70.7 million, based on 19,202,198 shares outstanding as of October 23, 2026, of which 8 shares were held by affiliates, and a $3.68 closing price on August 24, 2026.

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

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Available on EDGAR 10/23/2026 - 05:25 PM EDT Accepted by SEC EDGAR 10/23/2026 - 05:24 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-294792

Prospectus Supplement

(To Prospectus dated April 10, 2026 and

Prospectus Supplement dated April 10, 2026)

Up to $18,800,000

Common Stock

This prospectus supplement amends and supplements the information in the prospectus supplement dated April 10, 2026, as further supplemented May 1, 2026 (collectively, the “Prospectus Supplements”), relating to the offer and sale of shares of Common Stock, $.00001 par value per share (“Common Stock”), pursuant to the Sales Agreement (as amended, the “Sales Agreement”) with Needham & Company, LLC (the “Sales Agent”) dated November 4, 2025. This prospectus supplement is registering the offer and sales of up to $18,800,000 of our shares of Common Stock from time to time through the Sales Agent, acting as agent. This prospectus supplement should be read in conjunction with the Prospectus Supplements, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in Prospectus Supplements. This prospectus supplement is not complete without and may only be delivered or utilized in connection with, Prospectus Supplements, the accompanying base prospectus, and any future amendments or supplements thereto.

Our common stock is listed on the Nasdaq Capital Market under the symbol “XXII.” The closing price of our common stock on October 22, 2026 was $0.2157 per share.

The aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was approximately $70.7 million, which was calculated based on 19,202,198 shares of common stock outstanding as of October 23, 2026, of which 8 shares were held by affiliates, and a price of $3.68 per share, which was the closing price of our common stock on the Nasdaq Capital Market on August 24, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. We have sold $4.7 million of securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.

Investing in our shares of our Common Stock involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page S-6 of Prospectus Supplement dated April 10, 2026 and the other documents that are incorporated by reference in Prospectus Supplement No. 1 and the accompanying base prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Needham & Company

The date of this prospectus supplement is October 23, 2026