Dilution profile // every instrument, one screen, from SEC filings

22nd Century Group, Inc. (XXII)

CIK 1347858 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$115M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
HIGHwarrants = 423% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-98% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~9.4 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-052026-08-14

Latest: 713,994 shares as of Aug 14, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-14
HowThe newest cover-page count as filed, whatever its age. The float checker applies a 200-day freshness rule and sets this beside the balance-sheet count.
Open the source document →
Share count fell from 46.4M to 2.4M between Nov 8, 2024 and Mar 17, 2025, a pattern consistent with a reverse split (roughly 1-for-20); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
June2026 Inducement Warrants3.0M$6.32——
June2026 Existing Warrants267,284$71.4——
Placement Agent Warrants9,412$78.54——
April2025 Inducement Warrants1,605not tagged——
March2026 Preferred Stock Warrantsnot tagged$71.45y—
August2025 Preferred Stock Warrantsnot taggednot tagged5y—

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 3.0M underlying shares, as reported Jun 30, 2026 (10-Q).

Reported exercise price: $2.9504 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $1.5M as of Dec 31, 2015.

Down-round (price protection) accounting has been tagged in this filer’s XBRL: some instrument carries repricing protection. Which tranche requires reading the exhibits.

Rough fully diluted estimate: 3.7M = 713,994 O/S + 3.0M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 14, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding713,994Aug 14, 2026
+ June2026 Inducement Warrants (if exercised)3.0MJun 30, 2026
+ June2026 Existing Warrants (if exercised)267,284Jun 8, 2026
+ Placement Agent Warrants (if exercised)9,412Mar 20, 2026
+ April2025 Inducement Warrants (if exercised)1,605Apr 29, 2025
Fully diluted estimate4.0M+461.9% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $115.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Jun 12, 2026$19.1M registeredfiling →
S-3Mar 31, 2026no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Jun 20, 2025$95.9M registeredfiling →

Last 12 months: 6 executed · 2 registered.

UPDATEAug 14, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEJun 26, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEJun 24, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDJun 12, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDJun 9, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
EXECUTEDMay 1, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDApr 10, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDApr 10, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EFFECTIVEApr 10, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDMar 31, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDMar 24, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDNov 4, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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