22nd Century Group adds Clear Street as sales agent

XXII common stock closed at $0.105 per share on October 27, 2026; it is listed on the Nasdaq Capital Market.

Rhea-AI Filing Summary

22nd Century Group, Inc. has a prospectus supplement covering up to $18,800,000 of common stock under its Sales Agreement. It is being filed solely to add Clear Street LLC as a Sales Agent; the company entered the amendment on October 28, 2026. The Sales Agreement is dated November 4, 2025 and was entered with Needham & Company, LLC. The supplement should be read with the accompanying base prospectus and earlier supplements, and is qualified by reference to them except where it amends or supersedes their information.

Key Figures

Offering amount: $18,800,000 Closing price: $0.105 per share Par value: $0.00001 per share

3 metrics

Offering amount $18,800,000 Up to this amount of Common Stock under the Sales Agreement.

Closing price $0.105 per share October 27, 2026.

Par value $0.00001 per share Common Stock.

Key Terms

Sales Agent, Sales Agreement, par value

3 terms

Sales Agent financial

"add Clear Street LLC as a Sales Agent"

A sales agent is an individual or firm authorized to sell a company’s products or services on its behalf, typically paid by commission or fees rather than a fixed salary. For investors, who a company uses to reach customers and how well those agents perform affects revenue growth and profit margins — like hiring local independent sellers to expand into new neighborhoods without building stores — so agent quality and cost matter to future cash flow and valuation.

Sales Agreement financial

"pursuant to the Sales Agreement"

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.

par value financial

"Common Stock, $.00001 par value per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Offering Details

ATM · $18,800,000

Offering

Offering Type ATM

Securities Offered Common Stock

Offering Amount $18,800,000

FAQ

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

How much XXII common stock is covered by the sales agreement?

The prospectus supplement covers up to $18,800,000 of common stock under the Sales Agreement.

What was XXII's closing share price on October 27, 2026?

XXII common stock closed at $0.105 per share on October 27, 2026.

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

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Available on EDGAR 10/28/2026 - 06:05 AM EDT Accepted by SEC EDGAR 10/28/2026 - 06:05 AM 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 Supplements dated April 10, 2026, May 1, 2026 and October 23, 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 on May 1, 2026 and October 23, 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 dated November 4, 2025. On October 28, 2026, we entered into an amendment to the Sales Agreement to add Clear Street LLC as a Sales Agent under the Sales Agreement. Accordingly, this prospectus supplement is being filed solely to add Clear Street LLC as a Sales 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 27, 2026 was $0.105 per share.

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 Supplements 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 Clear Street

The date of this prospectus supplement is October 28, 2026