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22nd Century Group, Inc. – ‘S-8’ on 8/18/23

On:  Friday, 8/18/23, at 5:01pm ET   ·   Effective:  8/18/23   ·   Accession #:  1104659-23-93539   ·   File #:  333-274091

Previous ‘S-8’:  ‘S-8’ on 5/28/21   ·   Latest ‘S-8’:  This Filing   ·   24 References:   To:  22nd Century Group, Inc. – ‘10-Q’ on 8/14/23 for 6/30/23 To:  22nd Century Group, Inc. – ‘8-K’ on 7/24/23 for 7/19/23 To:  22nd Century Group, Inc. – ‘8-K’ on 7/7/23 for 7/6/23 To:  22nd Century Group, Inc. – ‘8-K’ on 7/6/23 for 6/30/23 To:  22nd Century Group, Inc. – ‘8-K’ on 6/21/23 for 6/16/23 To:  22nd Century Group, Inc. – ‘10-Q’ on 5/9/23 for 3/31/23 To:  22nd Century Group, Inc. – ‘DEF 14A’ on 4/25/23 for 6/16/23 To:  22nd Century Group, Inc. – ‘8-K’ on 4/21/23 for 4/17/23 To:  22nd Century Group, Inc. – ‘8-K’ on 4/5/23 for 4/4/23 To:  22nd Century Group, Inc. – ‘8-K’ on / for 3/31/23 To:  22nd Century Group, Inc. – ‘10-K/A’ on 3/28/23 for 12/31/22 To:  22nd Century Group, Inc. – ‘8-K’ on 3/10/23 for 3/9/23 To:  22nd Century Group, Inc. – ‘8-K/A’ on 3/10/23 for 5/13/22 To:  22nd Century Group, Inc. – ‘10-K’ on 3/9/23 for 12/31/22 To:  22nd Century Group, Inc. – ‘8-K’ on 3/3/23 for 2/27/23 To:  22nd Century Group, Inc. – ‘8-K/A’ on 7/20/22 for 5/13/22 To:  22nd Century Group, Inc. – ‘8-K’ on 5/18/22 for 5/13/22 To:  22nd Century Group, Inc. – ‘10-K’ on 3/1/22 for 12/31/21 To:  22nd Century Group, Inc. – ‘8-A12B’ on 8/12/21 To:  22nd Century Group, Inc. – ‘8-K’ on 5/21/21 for 5/20/21 To:  22nd Century Group, Inc. – ‘8-K’ on 4/28/15 for 4/24/15 To:  22nd Century Group, Inc. – ‘DEF 14A’ on 3/4/14 for 4/12/14 To:  22nd Century Group, Inc. – ‘10-K’ on 1/30/14 for 12/31/13 To:  22nd Century Group, Inc. – ‘10-K’ on 12/1/10 for 9/30/10 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/18/23  22nd Century Group, Inc.          S-8         8/18/23    5:78K                                    Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     44K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML      9K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML      5K 
 4: EX-23.2     Consent of Expert or Counsel                        HTML      5K 
 5: EX-FILING FEES  Filing Fees                                     HTML     15K 

As filed with the Securities and Exchange Commission on August 18, 2023.

File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

22nd CENTURY GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

500 Seneca Street, Suite 507, Buffalo, New York 14204
(Address of Principal Executive Office)( Zip Code)

AMENDED AND RESTATED 22nd CENTURY GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Peter Ferola, Esq.

Chief Legal Officer

22nd Century Group, Inc.

500 Seneca Street, Suite 507,

Buffalo, New York 14204

(Name and address of agent for service)

(716) 270-1523

(Telephone Number, including area code, for agent for service)

Copy to:

John J. Wolfel, Esq.

Foley & Lardner LLP

One Independent Drive, Suite 1300

Jacksonville, Florida 32202

(904) 359-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided under Section 7(a)(2)(B) of the Securities Act. ¨

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E 

This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a Registration Statement on this form relating to an employee benefit plan is effective. Pursuant to Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statements previously filed with respect to the Company’s 2021 Omnibus Incentive Plan on Form S-8 (Registration No. 333-256616).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following:

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules), shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

Documents incorporated by reference to filings made by 22nd Century Group, Inc. under the Securities Exchange Act of 1934 are under SEC File No. 001-3633

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Buffalo, New York, on this 18th day of August, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John J. Miller and Peter Ferola, and each of them, as such person’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and additions to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of the 18th day of August, 2023.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		8/18/23		PRE 14A
		12/31/22		10-K,  10-K/A,  5,  ARS
				List all Filings

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24 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/14/23 22nd Century Group, Inc. 10-Q 6/30/23 111:15M Toppan Merrill Bridge/FA 7/24/23 22nd Century Group, Inc. 8-K:1,5,8,9 7/19/23 14:621K Toppan Merrill/FA 7/07/23 22nd Century Group, Inc. 8-K:1,7,9 7/06/23 14:622K Toppan Merrill/FA 7/06/23 22nd Century Group, Inc. 8-K:3,5,7,9 6/30/23 14:898K Toppan Merrill/FA 6/21/23 22nd Century Group, Inc. 8-K:1,5,7,9 6/16/23 15:666K Toppan Merrill/FA 5/09/23 22nd Century Group, Inc. 10-Q 3/31/23 103:11M Toppan Merrill Bridge/FA 4/25/23 22nd Century Group, Inc. DEF 14A 6/16/23 1:3.3M Toppan Merrill/FA 4/21/23 22nd Century Group, Inc. 8-K:5 4/17/23 10:183K Toppan Merrill/FA 4/05/23 22nd Century Group, Inc. 8-K:1,3,7,9 4/04/23 11:209K Toppan Merrill/FA 3/31/23 22nd Century Group, Inc. 8-K:3 3/31/23 10:187K Toppan Merrill/FA 3/28/23 22nd Century Group, Inc. 10-K/A 12/31/22 12:527K Toppan Merrill/FA 3/10/23 22nd Century Group, Inc. 8-K:1,9 3/09/23 10:192K Toppan Merrill/FA 3/10/23 22nd Century Group, Inc. 8-K/A:9 5/13/22 11:245K Toppan Merrill/FA 3/09/23 22nd Century Group, Inc. 10-K 12/31/22 128:17M Toppan Merrill Bridge/FA 3/03/23 22nd Century Group, Inc. 8-K:1,2,3,5 2/27/23 11:226K Toppan Merrill/FA 7/20/22 22nd Century Group, Inc. 8-K/A:9 5/13/22 14:1.9M Toppan Merrill/FA 5/18/22 22nd Century Group, Inc. 8-K:1,2,3,7 5/13/22 14:5.2M Toppan Merrill/FA 3/01/22 22nd Century Group, Inc. 10-K 12/31/21 88:10M Toppan Merrill Bridge/FA 8/12/21 22nd Century Group, Inc. 8-A12B 1:15K Toppan Merrill/FA 5/21/21 22nd Century Group, Inc. 8-K:5,9 5/20/21 13:335K Toppan Merrill/FA 4/28/15 22nd Century Group, Inc. 8-K:5,8,9 4/24/15 3:44K Toppan Merrill/FA 3/04/14 22nd Century Group, Inc. DEF 14A 4/12/14 1:487K Toppan Merrill/FA 1/30/14 22nd Century Group, Inc. 10-K 12/31/13 80:9.7M Toppan Merrill/FA 12/01/10 22nd Century Group, Inc. 10-K 9/30/10 7:914K Toppan Merrill/FA

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Filing Submission 0001104659-23-093539   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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