0001347858 2026-03-31 2026-03-31 0001347858 1 2026-03-31 2026-03-31 0001347858 2 2026-03-31 2026-03-31 0001347858 3 2026-03-31 2026-03-31 0001347858 4 2026-03-31 2026-03-31 0001347858 5 2026-03-31 2026-03-31 0001347858 6 2026-03-31 2026-03-31 0001347858 7 2026-03-31 2026-03-31 0001347858 8 2026-03-31 2026-03-31 0001347858 9 2026-03-31 2026-03-31 0001347858 10 2026-03-31 2026-03-31 0001347858 11 2026-03-31 2026-03-31 0001347858 12 2026-03-31 2026-03-31 0001347858 13 2026-03-31 2026-03-31 iso4217:USD pure S-3 S-3 EX-FILING FEES 0001347858 22nd Century Group, Inc. N/A N/A 0.0001381 0.0001381 0.0001381 0.0001381 0.0001381 0.0001381 0.0001381 S-3 22nd Century Group, Inc. false Equity Common Stock, par value $0.00001 true 0.00 false Equity Preferred Stock, par value $0.00001 true 0.00 false Debt Debt Securities true 0.00 false Other Securities Purchase Contracts true 0.00 false Other Warrants true 0.00 false Other Units true 0.00 false Other Subscription rights true 0.00 false Unallocated (Universal) Shelf true 147655481.00 0.0001381 20391.22 Equity Common Stock, par value $0.00001, underlying Warrants and Placement Agent Warrants true 0.00 S-3 333-270473 2023-03-31 Equity Series B Preferred Stock, par value $0.00001 true 0.00 S-3 333-270473 2023-03-31 Other Warrants true 0.00 S-3 333-270473 2023-03-31 Other Placement Agent Warrants true 0.00 S-3 333-270473 2023-03-31 Unallocated (Universal) Shelf true 0.00 S-3 333-270473 2023-03-31 11278.00 147655481.00 20391.22 0.00 0.00 20391.22 (1) Represents securities that may be offered and sold from time to time in one or more offerings by 22nd Century Group, Inc. (2) There are being registered under this registration statement such indeterminate number of shares of common stock, preferred stock and securities purchase contracts; such indeterminate principal amount of debt securities; such indeterminate number of warrants to purchase common stock, preferred stock, debt securities, securities purchase contracts and/or units; such indeterminate number of subscription rights; and such indeterminate number of units as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $250,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock, principal amount of debt securities, rights, and warrants as may be issued upon conversion of or exchange for preferred stock, debt securities that provide for conversion or exchange; upon exercise of warrants; pursuant to the terms of any units; or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar events. (3) The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units. (4) Each unit will represent an interest in two or more securities, which may or may not be separable from one another. (5) The Registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $250,000,000 pursuant to a registration statement on Form S-3 (File No. 333-270473) initially filed with the Securities and Exchange Commission on March 10, 2023 (the "Prior Registration Statement") and, in connection therewith, paid a filing fee of $27,550. The carryforward securities were sold under the Prior Registration Statement and the filing fee paid thereunder. (6) The Registrant previously registered the offer and sale of securities having a maximum aggregate offering price of $250,000,000 pursuant to a registration statement on Form S-3 (File No. 333-270473) initially filed with the Securities and Exchange Commission on March 10, 2023 (the "Prior Registration Statement") and, in connection therewith, paid a filing fee of $27,550. Of such securities, an aggregate of $102,344,519 remain unsold (the "Unsold Securities"). Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Unsold Securities, and the filing fee of $11,278 associated therewith (which amount is based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement) is hereby carried forward to be applied to the Unsold Securities and no additional filing fee is due with respect to such Unsold Securities in connection with the filing of this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities pursuant to the Prior Registration Statement shall be deemed terminated as of the date of the effective date of this registration statement.