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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K > Annual Report under Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the fiscal year ended December 31 , 2020 Title of Each Class or Transitional Report under Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 Commission File Number : 001-36338 Nevada ( State or other jurisdiction of incorporation ) 22nd Century Group , Inc. ( Exact name of registrant as specified in its charter ) 98-0468420 ( IRS Employer Identification No. ) 8560 Main Street , Suite 4 , Williamsville , New York 14221 ( Address of principal executive offices ) ( 716 ) 270-1523 ( Registrant's telephone number , including area code ) Securities registered under Section 12 ( b ) of the Act : Trading Symbol Name of Exchange on Which Registered NYSE American Common Stock , $ 0.00001 par value XXII Securities registered under Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer as defined in Rule 405 of the Securities Act Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Exchange Act . Yes No Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S - T during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) Yes > No 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 pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Yes No Indicate by check mark whether the registrant is a shell company ( as defined by Rule 12b - 2 of the Act ) . Yes No The aggregate market value of the registrant's common stock as of June 30 , 2020 , the last day of the registrant's most recently completed second fiscal quarter , was $ 106 million based upon the closing price reported for such date on the NYSE American . On March 9 , 2021 , the registrant had 149,615,010 shares of common stock issued and outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement for its 2021 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10 - K . Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of December 31 , 2020 .