Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 9, 2015



22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)


Nevada 000-54111 98-0468420
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)

9530 Main Street

Clarence, New York

(Address of Principal Executive Office)


(Zip Code)


Registrant’s telephone number, including area code: (716) 270-1523



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01. Other Events.


On January 9, 2015, 22nd Century Group, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement dated January 9, 2015, to the prospectus dated June 5, 2014, filed as part of the Company’s effective registration statement on Form S-3 (SEC File No. 333-195386). The prospectus supplement relates to the offer and sale of up to 300,000 shares of the Company’s common stock covered by the registration statement.


Item 9.01. Financial Statements and Exhibits.


(d) The following exhibits are being filed herewith:


Exhibit 5.1Opinion of Foley & Lardner LLP


Exhibit 23.1Consent of Foley & Lardner LLP (included in Exhibit 5.1)






Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  22nd Century Group, Inc.
  /s/ Henry Sicignano, III  
Date: January 9, 2015 Henry Sicignano, III  
  President and Chief Operating Officer