SEC Comment Letter 0000000000-25-001185 to 22nd Century Group, Inc. (XXII)
22nd Century Group, Inc.
Date: Feb. 4, 2025 · CIK: 0001347858 · Accession: 0000000000-25-001185
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284644
Letter
February 4, 2025 Lawrence D. Firestone Chief Executive Officer 22nd Century Group, Inc. 321 Farmington Rd Mocksville, NC 27028 Re:22nd Century Group, Inc. Registration Statement on Form S-3 Filed January 31, 2025 File No. 333-284644 Dear Lawrence D. Firestone: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 Selling Stockholders, page 7 1.Please disclose the nature of any position, office or other material relationship that the selling stockholders have had within the past three years with you or any of your predecessors or affiliates. Additionally, disclose Item 507 information about any persons (entities or natural persons) who have control over the selling stockholders and who have had a material relationship with you or any of your predecessors or affiliates within the past three years, identifying each such person and describing the nature of any relationships. See Item 507 of Regulation S-K. For additional guidance, refer to Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.
February 4, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:John J. Wolfel
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February 4, 2025
Lawrence D. Firestone
Chief Executive Officer
22nd Century Group, Inc.
321 Farmington Rd
Mocksville, NC 27028
Re:22nd Century Group, Inc.
Registration Statement on Form S-3
Filed January 31, 2025
File No. 333-284644
Dear Lawrence D. Firestone:
We have conducted a limited review of your registration statement and have the
following comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Selling Stockholders, page 7
1.Please disclose the nature of any position, office or other material relationship that the
selling stockholders have had within the past three years with you or any of your
predecessors or affiliates. Additionally, disclose Item 507 information about any
persons (entities or natural persons) who have control over the selling stockholders
and who have had a material relationship with you or any of your predecessors or
affiliates within the past three years, identifying each such person and describing the
nature of any relationships. See Item 507 of Regulation S-K. For additional guidance,
refer to Question 140.02 of our Regulation S-K Compliance and Disclosure
Interpretations.
February 4, 2025
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:John J. Wolfel