SEC Comment Letter for 22nd Century Group, Inc. (XXII) (CIK 0001347858) (XXII) — Aug 22, 2011
22nd Century Group, Inc. (XXII) (CIK 0001347858)
Date: Aug. 22, 2011 · CIK: 0001347858 · Accession: 0000000000-11-050656
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-173420
Referenced dates: August 3, 2011
Letter
August 22, 2011 Via E-mail Joseph Pandolifino Chief Executive Officer 22nd Century Group, Inc. 8201 Main Street, Suite 6 Williamsville, NY 14221 Re: 22nd Century Group, Inc. Amendment No. 4 to Registra tion Statement on Form S-1 Filed August 8, 2011 File No. 333-173420
Dear Mr. Pandolifino: We have reviewed your responses to the comm ents in our letter dated August 3, 2011 and have the following additional comments. All page numbers below correspond to the marked version of your filing.
Business, page 36
Products, page 41
X-22 Smoking Cessation Aid, page 41
1. Please provide the basis of your belief that X- 22 provides greater relief from withdrawal symptoms than all FDA-approved nicotine lo zenges and that it reduces cravings more than all FDA-approved prescription nicotine in halers, or please advise. Alternatively, please remove this bullet point. Liquidity and Capital Resources, page 61
2. Please include a discussion of your demand bank loan as discussed in Note 4 on page F- 27 and convertible note dated March 31, 2011, note dated date March 30, 2011, and note dated January 25, 2011 as discussed in No te 6 beginning on page F-29. Exhibits and Financial Statement Schedules, page II-3
3. Please file your worldwide exclusive licen se agreements with NCSU and NRC as exhibits to your next amendment.
Joseph Pandolifino 22nd Century Group, Inc. August 22, 2011 Page 2
Other
4. The financial statements should be updated, as necessary, to comply with Rule 8-08 of Regulation S-X.
Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3859 with any questions. Sincerely, /s/ John Dana Brown John Dana Brown Attorney-Advisor cc: Via E-mail
Patrick G. Quick Foley & Lardner LLP
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August 22, 2011
Via E-mail
Joseph Pandolifino Chief Executive Officer 22nd Century Group, Inc. 8201 Main Street, Suite 6 Williamsville, NY 14221
Re: 22nd Century Group, Inc.
Amendment No. 4 to Registra tion Statement on Form S-1
Filed August 8, 2011
File No. 333-173420
Dear Mr. Pandolifino:
We have reviewed your responses to the comm ents in our letter dated August 3, 2011 and
have the following additional comments. All page numbers below correspond to the marked
version of your filing.
Business, page 36
Products, page 41
X-22 Smoking Cessation Aid, page 41
1. Please provide the basis of your belief that X- 22 provides greater relief from withdrawal
symptoms than all FDA-approved nicotine lo zenges and that it reduces cravings more
than all FDA-approved prescription nicotine in halers, or please advise. Alternatively,
please remove this bullet point.
Liquidity and Capital Resources, page 61
2. Please include a discussion of your demand bank loan as discussed in Note 4 on page F-
27 and convertible note dated March 31, 2011, note dated date March 30, 2011, and note
dated January 25, 2011 as discussed in No te 6 beginning on page F-29.
Exhibits and Financial Statement Schedules, page II-3
3. Please file your worldwide exclusive licen se agreements with NCSU and NRC as
exhibits to your next amendment.
Joseph Pandolifino 22nd Century Group, Inc. August 22, 2011 Page 2
Other
4. The financial statements should be updated, as necessary, to comply with Rule 8-08 of
Regulation S-X.
Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3859 with any
questions.
Sincerely,
/s/ John Dana Brown
John Dana Brown
Attorney-Advisor
cc: Via E-mail
Patrick G. Quick Foley & Lardner LLP