22nd Century (NASDAQ: XXII) clears $6,400,000 common stock sale path

Q: How many 22nd Century Group (XXII) shares were outstanding when the prospectus supplement was filed?

As of May 1, 2026 , 22nd Century Group reported 4,455,649 shares of common stock outstanding. This figure helps investors understand the company’s existing equity base when considering potential issuance under the $6,400,000 sales capacity described in the prospectus supplement.

Q: Who is 22nd Century Group’s distribution partner for the $6,400,000 stock sales?

The filing identifies Needham & Company, LLC as the firm under the sales agreement. 22nd Century Group may sell up to $6,400,000 of common stock through Needham using the prospectus supplement, typically in market transactions executed over time.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

22nd Century Group, Inc. entered into a material arrangement by filing a prospectus supplement that permits it to sell up to $6,400,000 of common stock under its sales agreement with Needham & Company, LLC. As of the prospectus supplement date, the Company had sold $0 of common stock under this program in the prior 12 months, so the full $6,400,000 remains available. The Company reported 4,455,649 shares of common stock outstanding as of May 1, 2026.

Insights

22nd Century refreshes $6,400,000 at-the-market sale capacity.

22nd Century Group, Inc. filed a prospectus supplement enabling sales of up to $6,400,000 of common stock through Needham & Company, LLC under an existing sales agreement. The filing states that no shares were sold under this arrangement in the prior 12 months.

This setup functions like an at-the-market equity program, giving the company flexibility to issue shares over time rather than all at once. The filing does not specify timing, pricing, or intended pace of usage, so actual dilution and cash raised will depend on future decisions.

The company reported 4,455,649 shares outstanding as of May 1, 2026, providing a baseline to gauge potential impact if the capacity is used. Subsequent disclosures in periodic reports can clarify how much of this $6,400,000 capacity is exercised.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Prospectus supplement capacity: $6,400,000 of common stock Prior 12-month sales under program: $0 of common stock Shares outstanding: 4,455,649 shares

3 metrics

Prospectus supplement capacity $6,400,000 of common stock Maximum amount permitted under sales agreement prospectus supplement

Prior 12-month sales under program $0 of common stock Amount sold under the arrangement in the prior 12 months

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

Key Terms

prospectus supplement, Registration Statement on Form S-3, sales agreement, emerging growth company

4 terms

prospectus supplement regulatory

"filed with the Securities and Exchange Commission a prospectus supplement to its Registration Statement"

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.

Registration Statement on Form S-3 regulatory

"prospectus supplement to its Registration Statement on Form S-3 (Registration No. 333-294792)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

sales agreement financial

"common stock pursuant to its sales agreement (as amended, the “Sales Agreement”) with Needham & Company, LLC"

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.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/01/2026 - 05:20 PM

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): May 1, 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 1.01 Entry into a Material Definitive Agreement.

On May 1, 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 $6,400,000 shares of the Company’s common stock pursuant to its sales agreement (as amended, the “Sales Agreement”) with Needham & Company, LLC. As of the date of the prospectus supplement, the Company had offered and sold $0 shares of the Company’s common stock during the prior 12 months. Thus, $6,400,000 is available to be sold pursuant to the prospectus supplement. The Company had 4,455,649 shares of common stock outstanding as of May 1, 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.

		/s/ Lawrence Firestone
Date: May 1, 2026		Lawrence Firestone
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did 22nd Century Group (XXII) change with its May 1, 2026 filing?

22nd Century Group filed a prospectus supplement allowing sales of up to $6,400,000 of common stock under its sales agreement with Needham & Company, LLC. This expands flexibility to raise equity capital over time without committing to an immediate, fixed-size offering.

How much stock can 22nd Century Group (XXII) sell under the new prospectus supplement?

The prospectus supplement permits 22nd Century Group to sell up to $6,400,000 of its common stock through Needham & Company, LLC. The filing notes that the company sold $0 under this arrangement in the prior 12 months, leaving the full amount available.

How many 22nd Century Group (XXII) shares were outstanding when the prospectus supplement was filed?

As of May 1, 2026, 22nd Century Group reported 4,455,649 shares of common stock outstanding. This figure helps investors understand the company’s existing equity base when considering potential issuance under the $6,400,000 sales capacity described in the prospectus supplement.

Who is 22nd Century Group’s distribution partner for the $6,400,000 stock sales?

The filing identifies Needham & Company, LLC as the firm under the sales agreement. 22nd Century Group may sell up to $6,400,000 of common stock through Needham using the prospectus supplement, typically in market transactions executed over time.

Does 22nd Century Group’s new prospectus supplement immediately sell shares?

No, the prospectus supplement authorizes potential sales of up to $6,400,000 of common stock but does not itself complete a sale. The filing explicitly states the company sold $0 under this arrangement in the prior 12 months, so future transactions would occur separately.

Filing Exhibits & Attachments

5 documents

22nd Century (NASDAQ: XXII) clears $6,400,000 common stock sale path

Rhea-AI Filing Summary

Positive

Negative