22nd Century Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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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 |