Business Context and Reporting Period
Company: 22nd Century Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 1, 2026
Reporting Period: As of May 1, 2026
The Company filed a prospectus supplement to its Registration Statement on Form S-3 (No. 333-294792) to update its at-the-market equity offering program.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The following capital structure data is reported:
- Shares Outstanding: 4,455,649 shares of common stock as of May 1, 2026.
- Equity Offering Capacity: $6,400,000 available to be sold under the updated prospectus supplement.
- Recent Sales Activity: $0 shares of common stock offered and sold during the prior 12 months.
Material Changes
The primary material change is the entry into a material definitive agreement regarding the Company's sales agreement with Needham & Company, LLC. The Company updated its prospectus supplement to permit the sale of up to $6,400,000 worth of common stock. No sales have occurred under this specific program in the preceding 12 months.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management discussion regarding future financial performance.
Risks and Contingencies: The filing includes a standard disclaimer stating that the report does not constitute an offer to sell or a solicitation of an offer to buy shares in any state where such offer would be unlawful prior to registration or qualification under local securities laws.
Investor Verification Checklist
- Verify the current market price of the common stock (Trading Symbol: XXII) to assess the potential dilution impact of the $6,400,000 offering capacity.
- Confirm the terms of the Sales Agreement with Needham & Company, LLC, including commission rates and termination clauses.
- Review the Company's most recent 10-K or 10-Q filings for actual revenue, cash flow, and debt metrics, as this 8-K does not contain them.
- Monitor future filings for actual sales activity under the updated prospectus supplement.