22nd Century Group, Inc. 8-K

What Happened

• 22nd Century Group, Inc. (ticker: XXII) announced on May 1, 2026 that it filed a prospectus supplement to its Form S-3 (Reg. No. 333-294792) permitting the company to sell up to $6,400,000 of its common stock under an amended sales agreement with Needham & Company, LLC.
• As of the prospectus supplement date, the company reported it had sold $0 of common stock under this program in the prior 12 months and had 4,455,649 shares outstanding as of May 1, 2026.

Key Details

• Offering size: up to $6,400,000 of common stock available to be sold.
• Agent: Needham & Company, LLC (sales agreement has been amended).
• Prior activity: $0 of shares sold under this program in the past 12 months.
• Shares outstanding: 4,455,649 as of May 1, 2026.

Why It Matters

• This filing authorizes the company to raise up to $6.4 million through at-the-market or other sales under the amended sales agreement, which can provide flexible capital for operations or growth without a single large equity offering.
• Investors should note no shares have been sold under the program in the past year, so future dilution depends on if and when the company actually sells shares.
• The prospectus supplement and sales agreement set the legal framework for future share sales but do not by themselves represent an immediate sale or cash inflow.