This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus under the caption “Selling Stockholders,” or the Selling Stockholders, of up to 93,619,716 shares of our common stock, par value $0.00001 per share, or the Shares, comprising up to (i) 28,354,914 shares of our common stock issuable upon the exercise of outstanding pre-funded warrants issued a private placement transaction on October 24, 2024, (ii) 2,596,000 shares of our common stock issuable upon the exercise of outstanding warrants issued in a private placement on August 27, 2024, (iii) 12,200,000 shares of our common stock issuable upon the exercise of outstanding warrants issued in a private placement on September 13, 2024, (iv) 10,307,016 shares of our common stock issuable upon the exercise of outstanding warrants issued in a private placement on October 1, 2024, (v) 309,211 shares of our common stock issuable upon the exercise of outstanding Placement Agent Warrants issued in a private placement on October 1, 2024; (vi) 10,158,488 shares of our common stock issuable upon the exercise of outstanding warrants issued in a private placement involving a warrant inducement, (vii) 304,755 shares of our common stock issuable upon the exercise of outstanding Placement Agent Warrants issued in a private placement involving a warrant inducement (viii) 28,533,332 shares of our common stock issuable upon the exercise of outstanding warrants issued in a private placement on October 14, 2024, and (ix) 856,000 shares of our common stock issuable upon the exercise of outstanding Placement Agent Warrants issued in connection with the private placement on October 14, 2024. We will not receive any proceeds from the sale of shares being sold by the selling stockholders. We will, however, receive proceeds on the exercise by the selling stockholders of outstanding warrants for shares of our common stock covered by this prospectus if the warrants are exercised for cash.
We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of the warrant shares. The selling stockholders identified in this prospectus may offer the shares from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. We provide more information about how the selling stockholders may sell their shares of common stock in the section titled "Plan of Distribution" beginning on page 11 of this prospectus. We will not be paying any underwriting discounts or commissions in connection with any offering of shares under this prospectus.
Our common stock is listed on the Nasdaq Capital market under the symbol “XXII.” On October 30, 2024, the closing price of our common stock was $0.10 per share.
Investment in our common stock involves risks. Please read carefully the section entitled “Risk Factors” on page 1 of this prospectus, our most recent Annual Report on Form 10-K, subsequently filed Quarterly Reports on Form 10-Q and in any applicable prospectus supplement and/or other offering material for a discussion of certain factors which should be considered in an investment of the common stock which may be offered hereby.
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