22世纪集团股份有限公司美国存托凭证招股说明书（2026年6月26日版）

Prospectus Up to 3,019,586 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus under the caption“Selling Stockholders,” or the Selling Stockholders, of up to 3,019,586 shares of our common stock, par value $0.00001 per share, orthe Shares, comprising up to 3,019,586 shares of our common stock issuable upon the exercise of outstanding warrants issued in a We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The sellingstockholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of the warrant shares. Theselling stockholders identified in this prospectus may offer the shares from time to time through public or private transactions at fixedprices, at prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. We provide more Our common stock is listed on the Nasdaq Capital market under the symbol “XXII.” On June 25, 2026, the closing price ofour common stock was $4.85 per share. Investment in our common stock involves risks. Please read carefully the section entitled “Risk Factors” on page 1 ofthis prospectus, our most recent Annual Report on Form 10-K, subsequently filed Quarterly Reports on Form 10-Q and in anyapplicable prospectus supplement and/or other offering material for a discussion of certain factors which should be considered 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 June 26, 2026. ABOUT THIS PROSPECTUS Unless the context otherwise requires, references in this prospectus to “Company,” “22ndCentury,” “we,” “us,” “our,” and“ours” refer to 22ndCentury Group, Inc. and its subsidiaries where the context so requires. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, usinga “shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, sell the shares ofcommon stock described in this prospectus in one or more offerings. A prospectus supplement and/or other offering material may alsoadd, update or change information contained in this prospectus. You should read this prospectus, any prospectus supplement and any 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 qualified to do so or to anyone to whomit is unlawful to make an offer. You should not assume that the information contained in this prospectus or any prospectus supplement “FORWARD-LOOKING” INFORMATION This prospectus and the information incorporated by reference in this prospectus include “forward-looking statements” within themeaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). All statements, other than statements of historical fact, included or incorporated by reference herein regarding our expectations,beliefs, plans, objectives, prospects, financial condition, assumptions or future events are forward-looking statements. You can identifythese statements by words such as “aim,” “anticipate,” “assume,” “believe,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,”“may,” “objective,” “plan,” “potential,” “positioned,” “predict,” “should,” “target,” “will,” “would” and other similar expressions thatare predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations,estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and ●We have had a history of losses and negative cash flows, and we may be unable to achieve and sustain profitability andpositive cash flows from operations. ●Our ability to continue as a going concern. ●Our ability to maintain compliance with the NASDAQ listing requirements. ●Our competitors generally have, and any future competitors may have, greater financial resources and name recognition thanwe do, and they may therefore develop products or other technologies similar or superior to ours, or otherwise compete more ●Our research and development process may not develop marketable products, which would result in loss of our investmentinto such process. ●The failure of