As filed with the Securities and Exchange Commission on January 31, 2025.
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)
| Nevada | 98-0468420 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
321 Farmington Road, Mocksville North Carolina 27028
(Address of Principal Executive Office)( Zip Code)
AMENDED AND RESTATED 22nd CENTURY GROUP, INC. 2021 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Jonathan Staffeldt
General Counsel
22nd Century Group, Inc.
321 Farmington Road, Mocksville
North Carolina 27028
(Name and address of agent for service)
(336) 940-3769
(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.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
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 as a result of a deemed increase in the number of shares available under the Company’s Amended and Restated 2021 Omnibus Incentive Plan (the “Plan”) resulting from the Company’s 1-for-135 reverse stock split in December 2024. 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 Plan on Form S-8 (Registration Nos. 333-280748, 333-274091 and 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:
| (a) | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024; |
| (b) | Our definitive proxy statement filed with the SEC on April 29, 2024; |
| (c) | Our Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2024, August 13, 2024 and November 12, 2024; |
| (d) | Our Current Reports on Form 8-K filed with the SEC on January 27, 2025, January 13, 2025, January 7, 2025, December 17, 2024, December 6, 2024, October 24, 2024, October 15, 2024, October 10, 2024, October 8, 2024, September 30, 2024 (two filings), September 13, 2024, September 9, 2024, August 28, 2024, August 16, 2024, July 30, 2024, July 22, 2024,June 28, 2024, June 25, 2024, June 4, 2024, May 30, 2024, May 10, 2024, April 30, 2024, April 18, 2024 April 9, 2024 April 5, 2024, April 3, 2024, February 15, 2024, February 13, 2024, January 25, 2024, and January 24, 2024; and |
| (e) | The description of our common stock contained in or incorporated into our Registration Statement on Form 8-A, filed August 12, 2021, and any amendment or report updating that description. |
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. 001-36338.
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 Mocksville, North Carolina York, on this 31st day of January, 2025.
| 22ND CENTURY GROUP, INC. | ||
| By: | /s/ Lawrence D. Firestone | |
| Lawrence D. Firestone | ||
| Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lawrence D. Firestone and Jonathan Staffeldt, 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 31st day of January, 2025.
| Signature | Title | |
| /s/ Lawrence D. Firestone | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | |
| Lawrence D. Firestone | ||
| /s/ Daniel A. Otto | Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Daniel A. Otto | ||
/s/ Andrew Arno | Lead Independent Director | |
| Andrew Arno | ||
/s/ Anthony Johnson | Director | |
| Anthony Johnson | ||
/s/ Lucille S. Salhany | Director | |
| Lucille S. Salhany |
