XXII Holdings (NASDAQ: XXII) registers $6.4M ATM program with Needham

Rhea-AI Filing Summary

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.

Insights

Capital Markets Strategist

ATM registration permits incremental sales of up to $6.4M via Needham.

The registration registers an at‑the‑market style sales arrangement under a Sales Agreement with Needham & Company, LLC, enabling the company to sell common stock from time to time for up to $6,400,000. The supplement amends Prospectus Supplement No. 1 and references the earlier prospectus materials.

Practical dependencies include market demand and execution decisions by the Sales Agent; actual issuance and proceeds depend on future sale activity and timing, which are not specified here.

Securities/Corporate Counsel

Filing updates the prospectus coverage and confirms Form S‑3 instruction limits.

The supplement reiterates General Instruction I.B.6 of Form S‑3 limits and states the company will not sell more than one‑third of its public float in a 12‑month period while public float is below $75,000,000. It also notes no sales under that instruction in the prior 12 months.

Share counts and prior closing prices are disclosed for Form S‑3 calculations; cash‑flow treatment and timing of any sales are determined by future transactions under the Sales Agreement.

Key Figures

Registered offering capacity: $6,400,000 Shares outstanding: 4,455,649 shares Closing price (April 30, 2026): $1.56 +1 more

4 metrics

Registered offering capacity $6,400,000 aggregate value of shares registered for sale under the Sales Agreement

Shares outstanding 4,455,649 shares as of May 1, 2026

Closing price (April 30, 2026) $1.56 closing price on April 30, 2026

Aggregate market value of public float $19.2 million calculated using 4,455,649 shares and $4.35 closing price on March 2, 2026

Key Terms

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

3 terms

Sales Agreement financial

"registered the offer and sales of up to $6,400,000 of our shares of Common Stock"

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.

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

"Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities"

public float financial

"aggregate market value of our outstanding common stock held by non-affiliates"

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.

Offering Details

ATM

Offering

Offering Type ATM

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 $6,400,000

Common Stock

This prospectus supplement amends and supplements the information in the prospectus supplement dated April 10, 2026 (“Prospectus Supplement No. 1”), 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 $6,400,000 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 Supplement No. 1, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in Prospectus Supplement No. 1. This prospectus supplement is not complete without and may only be delivered or utilized in connection with, Prospectus Supplement No. 1, 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 April 30, 2026 was $1.56 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 $19.2 million, which was calculated based on 4,455,649 shares of common stock outstanding as of May 1, 2026, of which 259 shares were held by affiliates, and a price of $4.35 per share, which was the closing price of our common stock on the Nasdaq Capital Market on March 2, 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 no 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 No. 1 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 May 1, 2026

FAQ

What does the XXII (XXII) prospectus supplement register?

It registers the offer and sale of up to $6,400,000 of common stock under an amended Sales Agreement with Needham & Company, LLC. The supplement amends Prospectus Supplement No. 1 and operates alongside the base prospectus and prior supplement.

How will XXII sell the registered shares?

Shares will be sold from time to time through Needham & Company, LLC acting as Sales Agent pursuant to the Sales Agreement. The supplement describes the sales arrangement but does not specify timing, quantities, or pricing of future sales.

How many XXII shares were outstanding as of the filing?

The company reports 4,455,649 shares outstanding as of May 1, 2026. That figure was used to calculate public float under General Instruction I.B.6 of Form S‑3 for shelf eligibility purposes.

What public float and pricing figures does the supplement cite?

The supplement states an aggregate market value of public float of approximately $19.2 million, using 4,455,649 shares and a closing price of $4.35 on March 2, 2026. It also notes a closing price of $1.56 on April 30, 2026.

Will XXII exceed S‑3 limits with this offering?

The company states it will not sell securities in a public primary offering exceeding one‑third of its public float in any 12‑month period while public float is below $75,000,000, per General Instruction I.B.6 of Form S‑3.