UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On October 27, 2026, 22nd Century Group, Inc. (the “Company”) entered into Amendment No. 2 to Sales Agreement (the “Amendment”) with Needham & Company LLC (“Needham”) and Clear Street LLC solely to add Clear Street LLC as a sales agent to the Sales Agreement with Needham dated November 4, 2025, as amended on March 31, 2026 (the “Sales Agreement”).
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto.
Item 9.01(d): Financial Statements and Exhibits.
| Exhibit 10.1 | Amendment No. 2 to Sales Agreement | |
| 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. | |
| Date: October 28, 2026 | /s/ Lawrence Firestone |
| Lawrence Firestone | |
| Chief Executive Officer |