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424B5 ·Filed Oct 23, 2026

XXII

22nd Century Group, Inc.
BEARISH
Impact 7/10
Horizondays Processed2d 14h ago SEC0001493152-26-048282
Actionable Insight ▼ Bearish

This ATM offering signals severe cash burn and likely continued dilution. With the stock at $0.2157 and 19 prior offerings in 24 months, the company is effectively printing shares to fund operations. Traders should expect continued downward pressure as shares are sold into the market. Monitor for any 8-K filings reporting actual sales under this ATM and watch for potential Nasdaq delisting risk given the low share price.

DirectionBearish
Confidencehigh
Horizondays

Price Chart

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Executive Summary

22nd Century Group filed a 424B5 prospectus supplement to register up to $18.8 million in common stock for sale through an at-the-market (ATM) offering via Needham & Company. The filing amends prior supplements from April and May 2026, and the stock closed at $0.2157 per share on October 22, 2026, representing massive dilution relative to the company's tiny market cap. This is the 19th offering-related filing in 24 months, continuing a pattern of repeated equity dilution for a cash-burning cigarette company.

Key Facts

  • Up to $18,800,000 of common stock registered for sale via ATM offering through Needham & Company
  • Closing price of common stock on October 22, 2026 was $0.2157 per share
  • 19 offering/registration filings in the last 24 months, indicating persistent capital needs
  • $4.7 million of securities already sold under General Instruction I.B.6 of Form S-3 in the prior 12 months
  • Public float calculated at $70.7 million based on 19,202,198 shares outstanding and a $3.68 reference price from August 24, 2026
  • Company has a history of repeated ATM offerings and dilutive financings

Financial Impact

Up to $18.8 million in new common stock sales at a current price of $0.2157 per share would require issuing approximately 87.2 million new shares, representing massive dilution of approximately 450% of the current share count of 19.2 million shares

dilutionshare countmarket cap

Risk Factors

  • Massive dilution from up to $18.8 million in new shares at current price levels
  • Potential Nasdaq delisting if share price remains below $1.00
  • Continued cash burn with no clear path to profitability for a cigarette company
  • Repeated ATM offerings suggest limited access to traditional financing

Market Snapshot

Exchange
Nasdaq
Sector
Cigarettes
Analyst Consensus
86% bullish (7 analysts)

Investment Themes

Consumer & Retail

Documents Analyzed

This report is based on 8 SEC documents filed with EDGAR.

DocumentAccession Number
424B5 Filing (XXII) — Batch item 10001493152-26-048282
Document: 0001493152-26-048282-index-headers.html0001493152-26-048282
Document: 0001493152-26-048282-index.html0001493152-26-048282
Document: 0001493152-26-048282.txt0001493152-26-048282
424B5 Filing (XXII) — Batch item 50001493152-26-048282
Document: 0001493152-26-048282-index-headers.html0001493152-26-048282
Document: 0001493152-26-048282-index.html0001493152-26-048282
Document: 0001493152-26-048282.txt0001493152-26-048282
14 reports for XXII
Performance horizon
100% Hit rate @ T+20 5 of 5 directional calls Went positive at some point 5 of 5 best @ T+60▲ +89.76%Apr 10, 2026
Filters
Rows
Reports for XXII — sortable, filterable
TypeNow
Oct 23, 2026
2d ago
424B5
BEARISH ★ 7/10
$0.1935awaiting T+20—$0.1980 (−2.33%)
Oct 23, 2026
2d ago
8-K
BEARISH ★ 7/10
$0.1940awaiting T+20—$0.1980 (−2.06%)
Oct 22, 2026
3d ago
8-K
MIXED ★ 5/10
$0.2157awaiting T+20—$0.1980 (−8.21%)
Oct 22, 2026
3d ago
Press Release
NEUTRAL ★ 4/10
$0.2157awaiting T+20—$0.1980 (−8.21%)
Sep 1, 2026
7w ago
8-K
NEUTRAL ★ 3/10
$2.61 $0.8490▼ −67.47%▼ −68.65%$0.1980 (−92.41%)
Aug 13, 2026
10w ago
8-K
BEARISH ★ 6/10
$4.11 $1.99▲ +51.58%▲ +49.83%$0.1980 (+95.18%)
Aug 13, 2026
10w ago
Press Release
BEARISH ★ 6/10
$4.11 $1.99▲ +51.58%▲ +49.83%$0.1980 (+95.18%)
Jul 2, 2026
16w ago
8-K
BEARISH ★ 6/10
$4.01awaiting T+20—$0.1980 (+95.06%)
Jun 25, 2026
17w ago
EFFECT
BEARISH ★ 6/10
$4.85 $4.65▲ +4.12%▲ +4.65%$0.1980 (+95.92%)
Jun 9, 2026
19w ago
8-K
BEARISH ★ 7/10
$0.3650awaiting T+20—$0.1980 (+45.75%)
Showing 10 of 14

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