Form 8-K

8-K — 22nd Century Group, Inc.

Accession: 0001493152-26-048795

Filed: 2026-10-28

Period: 2026-10-27

CIK: 0001347858

SIC: 2111 (CIGARETTES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 27, 2026

22nd

Century Group, Inc.

(Exact

Name of Registrant as Specified in Charter)

Nevada

001-36338

98-0468420

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

321 Farmington

Road, Mocksville, North Carolina

27028

(Address of Principal Executive

Office)

(Zip Code)

Registrant’s

telephone number, including area code: (716) 270-1523

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol

Name

of each exchange on which registered

Common Stock, $0.00001 par

value

XXII

NASDAQ Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

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

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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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 2 TO SALES AGREEMENT

October

27, 2026

Needham

& Company, LLC

250

Park Avenue

New

York, New York 10177

Clear

Street LLC

World Trade Center,

150

Greenwich Street, 45th Floor

New

York, New York 10007

Ladies

and Gentlemen:

22nd

Century Group, Inc., a Nevada corporation (the “Company”), and Needham & Company, LLC (“Needham”)

are parties to that certain Sales Agreement, dated November 4, 2025 (the “Original Agreement”), as amended

by Amendment No. 1 to Sales Agreement, dated March 31, 2026 (“Amendment No. 1” and, the Original Agreement

as amended by Amendment No. 1, the “Existing Agreement”). Capitalized terms used but not defined herein shall

have the meanings ascribed to them in the Existing Agreement. The Existing Agreement, as amended by this Amendment No. 2 (this “Amendment

No. 2”), is referred to herein as the “Agreement.”

WHEREAS,

pursuant to the Existing Agreement, the Company may issue and sell Placement Shares from time to time through Needham, as sales agent,

pursuant to the Registration Statement and the Prospectus;

WHEREAS,

the Company desires to engage Clear Street LLC (“Clear Street”) as an additional sales agent under the Agreement,

and Clear Street desires to accept such engagement and to become a party to the Agreement, on substantially the same terms and subject

to substantially the same conditions as apply to Needham thereunder;

WHEREAS,

Needham shall continue to act as a Sales Agent under the Agreement, and nothing in this Amendment No. 2 is intended to remove Needham

as a party to, or to diminish Needham’s rights or obligations under, the Agreement except as expressly set forth herein; and

WHEREAS,

the Company, Needham and Clear Street desire to amend the Existing Agreement as set forth in this Amendment No. 2.

NOW,

THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company, Needham and Clear Street agree

as follows:

Effectiveness of Amendment No. 2. This Amendment No. 2 shall become effective as of the date first written above (the “Amendment

No. 2 Effective Date”).

Joinder of Clear Street. From and after the Amendment No. 2 Effective Date, Clear Street shall be a party to, and shall be considered

a Sales Agent under, the Agreement, and Clear Street hereby agrees to be bound by, and shall be entitled to the benefits of, all of the

terms and provisions of the Agreement applicable to a Sales Agent, in each case as if Clear Street had been an original signatory to

the Original Agreement as a Sales Agent. The Company hereby appoints Clear Street, and Clear Street hereby accepts such appointment,

as a sales agent of the Company with respect to the offering and sale of the Placement Shares in accordance with the terms of the Agreement.

Needham shall continue to be a Sales Agent under the Agreement, and the rights and obligations of Needham under the Existing Agreement

are hereby ratified and confirmed, except as expressly modified by this Amendment No. 2 to reflect the participation of more than one

Sales Agent.

Amendment to Definition of “Sales Agent”. The first paragraph of the Existing Agreement is hereby amended by deleting

the phrase “Needham & Company, LLC (the “Sales Agent”)” and replacing it with the following:

“Needham

& Company, LLC (“Needham”) and Clear Street LLC (“Clear Street” and, each of Needham and Clear Street, individually,

a “Sales Agent” and, collectively, the “Sales Agents”)”

Construction of References to the Sales Agent. From and after the Amendment No. 2 Effective Date, except as otherwise expressly

provided in this Amendment No. 2 or as the context otherwise requires each reference in the Agreement (including the schedules and exhibits

thereto) to the Sales Agent shall be deemed to refer to each Sales Agent, individually, and the obligations of the Sales Agents under

the Agreement shall be several, and not joint. The Company shall deliver a Placement Notice to one or both Sales Agents concurrently,

and if provided to both concurrently, the Placement Notice shall indicate which Sales Agent shall sell Placement Shares pursuant to such

Placement Notice on each Trading Day, and any termination of the Agreement by a Sales Agent shall be effective only as to such Sales

Agent.

Amendment to Section 13(a) (Notices). Clause (b) of the first sentence of Section 13(a) of the Existing Agreement is hereby deleted

in its entirety and replaced with the following:

“(b)

if to the Sales Agents, (i) to Needham at the offices of Needham & Company, LLC, 250 Park Avenue, New York, NY 10177, Attention:

Matthew Castrovince, email: mcastrovince@needhamco.com, and (ii) to Clear Street LLC , Attention: General Counsel, 4 World Trade

Center, New York, New York 10007, email: bfriedman@clearstreet.io, in each case, with a copy (which shall not constitute

notice) to Faegre Drinker Biddle & Reath LLP, 2200 Wells Fargo Center, 90 S. 7th Street, Minneapolis, Minnesota 55402, Attention:

Jonathan Zimmerman, facsimile: (612) 766-1600, email: jon.zimmerman@faegredrinker.com.”

Schedules. Schedules 1 and 3 to the Existing Agreement are hereby deleted in their entirety and replaced with Schedules 1 and

3 attached hereto as Annex A.

No Other Amendments. Except as expressly set forth herein, the Existing Agreement shall remain unmodified and in full force and

effect and is hereby ratified and confirmed in all respects, and nothing herein shall be deemed to remove Needham as a Sales Agent. The

compensation payable under the Agreement shall be allocated between the Sales Agents as separately agreed in writing among the Company

and the Sales Agents. In the event of any conflict between the terms of this Amendment No. 2 and the terms of the Existing Agreement,

the terms of this Amendment No. 2 shall control. From and after the Amendment No. 2 Effective Date, all references in the Existing Agreement

to “this Agreement,” “hereof,” “hereunder” and words of similar import shall mean the Existing Agreement

as amended by this Amendment No. 2; provided, however, that all references to “the date of this Agreement”

in the Existing Agreement shall continue to refer to November 4, 2025, the date of the Original Agreement, except that, solely with respect

to Clear Street, such references in any representation or warranty in Section 6 of the Agreement shall also be deemed to refer to the

Amendment No. 2 Effective Date.

Entire Agreement; Severability. This Amendment No. 2, together with the Existing Agreement (including all schedules and exhibits

attached hereto and thereto and Placement Notices issued pursuant thereto), constitutes the entire agreement and supersedes all other

prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter

hereof. Neither this Amendment No. 2 nor any term hereof may be amended except pursuant to a written instrument executed by the Company

and each of the Sales Agents. Section 13(h) of the Existing Agreement shall apply to this Amendment No. 2, mutatis mutandis.

Governing Law. This Amendment No. 2 shall be governed by and construed in accordance with the laws of the State of New York, without

regard to principles of conflicts of law, consistent with Section 13(e) of the Existing Agreement.

10.

Counterparts. This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original, but

all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment No. 2 by one

party to the other parties may be made by facsimile or electronic transmission (e.g., PDF).

[Signature

pages follow]

WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 as of the date first written above.

22ND

CENTURY GROUP, INC.

By:

Name:

Title:

[Signature

Page to Amendment No. 2 to Sales Agreement]

WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 as of the date first written above.

NEEDHAM

& COMPANY, LLC

By:

/s/

Matthew Castrovince

Name:

Matthew

Castrovince

Title:

Managing

Director

[Signature

Page to Amendment No. 2 to Sales Agreement]

WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 as of the date first written above.

CLEAR

STREET LLC

By:

/s/

Ryan Gerety

Name:

Ryan

Gerety

Title:

Managing

Director

[Signature

Page to Amendment No. 2 to Sales Agreement]

ANNEX

SCHEDULE

Form

of Placement Notice

From:

22nd

Century Group, Inc.

To:

Needham

& Company, LLC

Clear

Street LLC

Attention:

Matthew

Castrovince

Ryan Gerety

Subject:

Placement

Notice

Date:

[____], 20[__]

Ladies

and Gentlemen:

Pursuant

to the terms and subject to the conditions contained in the Sales Agreement, dated November 4, 2025, as amended by Amendment No. 1 thereto,

dated March 31, 2026, and Amendment No. 2 thereto, dated October 27, 2026, by and among 22nd Century Group, Inc., a Nevada corporation

(the “Company”), Needham & Company, LLC and Clear Street LLC (the “Sales Agents”), the Company hereby requests

that the Sales Agents sell up to [___] shares of the Company’s common stock, par value $0.00001 per share (the “Shares”),

at a minimum price of $[___] per share, during the time period beginning [month, day, time] and ending [month, day, time] [until all

Shares that are the subject of this Placement Notice are sold].

A - 1

SCHEDULE

Notice

Parties

The

Company

Lawrence

Firestone – lfirestone@xxiicentury.com

Daniel

Otto – DOtto@xxiicentury.com

Jonathan

Staffeldt – jstaffeldt@xxiicentury.com

The

Sales Agents

Needham

Shawn

Messner – smessner@needhamco.com

Matthew

Castrovince – mcastrovince@needhamco.com

Brandon

Lebow – blebow@needhamco.com

Clear

Street

Ryan Gerety – rgerety@clearstreet.io

Bradley Friedman – bfriedman@clearstreet.io

A - 2

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Century Group, Inc.

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