22nd Century Group Inc美股招股说明书(2026-04-10版)

22nd Century Group, Inc. DEBT SECURITIESCOMMON STOCKPREFERRED STOCKWARRANTSSUBSCRIPTION RIGHTSSECURITIES PURCHASE CONTRACTSUNITS We may offer and sell from time to time up to $250 million of any combination of the securities described in this prospectus,from time to time, in one or more offerings, in amounts, at prices and on terms determined at the times of offerings. This prospectus describes the general manner in which our securities may be offered using this prospectus. We will providespecific terms of the securities, including the offering prices, in one or more supplements to this prospectus. The supplements may alsoadd, update or change information contained in this prospectus. You should read this prospectus and the prospectus supplementrelating to the specific issue of securities carefully before you invest. We may offer the securities for sale directly to the purchasers or through one or more underwriters, dealers and agents to bedesignated at a future date. The supplements to this prospectus will provide the specific terms of the plan of distribution. Our common stock is listed on the Nasdaq Capital Market under the symbol “XXII.” The last reported sale price of thecommon stock on March 26, 2026 was $2.94 per share. Each prospectus supplement will indicate if the securities offered thereby willbe listed on any securities exchange. The aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 ofForm S-3 was approximately $5.5 million, which was calculated based on 721,338 shares of common stock outstanding as of March26, 2026, of which 259 shares were held by affiliates, and a price of $7.69 per share, which was the closing price of our common stockon the Nasdaq Capital Market on January 30, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sellsecurities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so longas our public float remains below $75,000,000. We have sold approximately no securities pursuant to General Instruction I.B.6 ofForm S-3 during the 12 calendar months prior to and including the date of this prospectus. Investing in our securities involves risk. Please read carefully the section entitled “Risk Factors” on page 1 of thisprospectus and any similar section contained in the applicable prospectus supplement and/or other offering materialconcerning factors you should consider before investing in our securities which may be offered hereby. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is April 10, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1RISK FACTORS1“FORWARD-LOOKING” INFORMATION122ND CENTURY GROUP, INC.3USE OF PROCEEDS4DILUTION5SECURITIES TO BE OFFERED6DESCRIPTION OF DEBT SECURITIES7DESCRIPTION OF CAPITAL STOCK13DESCRIPTION OF WARRANTS17DESCRIPTION OF SUBSCRIPTION RIGHTS18DESCRIPTION OF SECURITIES PURCHASE CONTRACTS19DESCRIPTION OF UNITS20PLAN OF DISTRIBUTION21WHERE YOU CAN FIND MORE INFORMATION23LEGAL MATTERS24EXPERTS24i ABOUT THIS PROSPECTUS Unless the context otherwise requires, references in this prospectus to “Company,” “22nd Century,” “we,” “us,” “our,” and“ours” refer to 22nd Century Group, Inc. and its subsidiaries where the context so requires. This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, orthe SEC, using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell the securitiesdescribed in this prospectus, in one or more offerings, up to the maximum aggregate dollar amount $250 million. This prospectusprovides you with a general description of the securities that we may offer. Each time we offer securities, we will provide a prospectussupplement and/or other offering material that will contain specific information about the terms of that offering. The prospectussupplement and/or other offering material may also add, update or change information contained in this prospectus. You should readthis prospectus and the applicable prospectus supplement and any other offering material together with the additional informationdescribed under the heading “Where You Can Find More Information.” You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectussupplement or other offering material. We have not authorized any other person to provide you with different information. If anyoneprovides you with different or inconsistent information, you should not rely on it. We are not making offers to sell the securities in anyjurisdiction in which an offer is not authorized or in which the person making that offer is not qualif