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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 23, 2026
22nd
Century Group, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-36338 |
|
98-0468420 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 321
Farmington Road, Mocksville, North Carolina |
|
27028 |
| (Address
of Principal Executive Office) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (716) 270-1523
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.00001 par value |
|
XXII |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other
Events.
On October 23, 2026, 22nd Century Group, Inc. (the
“Company”) filed with the Securities and Exchange Commission a prospectus supplement to its Registration Statement on Form
S-3 (Registration No. 333-294792) permitting the Company to sell up to $18,800,000 shares
of the Company’s common stock in its at-the-market offering pursuant to its sales agreement
(as amended, the “Sales Agreement”) with Needham & Company, LLC. During October 2026, the Company sold 15,785,757 shares
of common stock raising total gross proceeds of
approximately $4.7 million pursuant to the Sales Agreement. The Company had 19,202,198 shares of common stock outstanding as of October
23, 2026. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
of shares of the Company’s common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Item
9.01(d): Financial Statements and Exhibits.
| Exhibit
5.1 |
|
Opinion of Foley & Lardner LLP |
| Exhibit
23.1 |
|
Consent of Foley & Lardner LLP (included in Exhibit 5.1) |
| Exhibit
104 |
|
Cover
Page Interactive Data File – The cover page XBRL tags are embedded within the inline XBRL document |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
22nd Century Group, Inc. |
| |
|
| Date: October 23, 2026 |
/s/ Lawrence
Firestone |
| |
Lawrence Firestone |
| |
Chief Executive Officer |
