22nd Century Group has added Clear Street as a second sales agent under its existing agreement to sell shares from time to time. The change took effect October 27, 2026; Needham & Company, the original agent, remains in place.
The amendment broadens the company’s options for carrying out sales under the existing share-offering arrangement. It does not itself announce a sale of shares, a new financing amount or proceeds.
Key details
- Clear Street joins the existing arrangement. It can act as an agent for sales of 22nd Century Group shares under the same general terms and conditions that apply to Needham.
- Needham remains an agent. Its existing rights and responsibilities continue, except for changes needed to accommodate two agents.
- The company can direct sales through one or both agents. It may send a sales instruction to either agent or to both at the same time. If both receive an instruction, the notice must specify which agent will handle sales on each trading day.
- The agents’ responsibilities are separate. Each agent’s obligations are its own, rather than shared with the other. If one agent ends its participation, that termination applies only to that agent.
- The arrangement concerns sales from time to time. The underlying agreement allows the company to issue and sell shares through the agents under its existing registration statement and prospectus. The amendment does not state a new share-sale target or a specific amount to be raised.
Plain-English implications
The practical change is an additional channel for executing share sales under an existing offering arrangement. The amendment does not, by itself, mean that shares were sold or that new proceeds were raised. Any actual sales under the arrangement would involve issuing shares and therefore add to the company’s share count.