22nd Century Group Inc 美股招股说明书（2026年4月10日版）

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 supplement 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 will 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 long 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 material 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. 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 prospectus 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 RISK FACTORS Investing in our securities involves risks. Before making an investment decision, you should carefully consider the risks andother information we include or incorporate by reference in this prospectus and any prospectus supplement. In particular, you shouldconsider the risk factors described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K as may berevised or supplemented by our subsequent Quarterly Reports on Form 10-Q or Current Reports of Form 8-K, each of which are onfile with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded from time totime by other reports we file with the SEC in the future. In addition to those risk factors, there may be additional risks and “FORWARD-LOOKING” INFORMATION This registration statement and the information incorporated by reference herein include “forward-looking statements” withinthe meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the