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 June 5, 2025

Lawrence Firestone
Chief Executive Officer
22nd Century Group, Inc.
321 Farmington Road
Mocksville, NC 27028

 Re: 22nd Century Group, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed May 22, 2025
 File No. 001-36338
Dear Lawrence Firestone:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
General

1. We note your references in your preliminary proxy statement to an
"alternative
 cashless exercise" feature in warrants pertaining to proposals 7 and 8.
The term
 "cashless exercise" is generally understood to allow a warrant holder to
exercise a
 warrant without paying cash for the exercise price and reducing the
number of shares
 receivable by the holder by an amount equal in value to the aggregate
exercise price
 the holder would otherwise pay to exercise the warrant(s). In cashless
exercises, it is
 expected that the warrant holder receives fewer shares than they would
if they opted
 to pay the exercise price in cash. Please clarify your disclosure
throughout by
 removing the references to "alternative cashless exercise" and
exclusively use the term
 "zero exercise price" or another appropriate term that conveys that, in
addition to the
 company receiving no cash upon the "alternative cashless exercise," the
warrant
 holders would be entitled to receive more shares than they would under
the cash
 exercise terms or the cashless exercise terms of the warrants.
 June 5, 2025
Page 2
2. We note that the aggregate number of shares of common stock issuable in
the
 alternative cashless exercise contemplated in proposals 7 and 8 may
result in a higher
 number of shares to be issued than the amounts disclosed in the first
paragraphs of
 each proposal. Please revise your disclosure to state the number of
shares issuable
 upon the exercise of the warrants under the alternative cashless
exercise provisions. In
 addition, in order to reflect the actual dilutive features of these
securities, please
 compare the number of shares issuable to the number of shares that are
currently
 outstanding.
3. We note your disclosure in proposals 7 and 8 under the heading "Use of
 Proceeds" that you intend "to use the net proceeds from any Warrant
exercises for
 general corporate purposes." Please expand your disclosure here to
highlight that the
 alternative cashless exercise provision would allow a warrant holder to
receive,
 without having to make any exercise payment, twice the number of shares
of common
 stock the warrant holder would otherwise receive by means of a cash
exercise.
 Explain that as a result you do not expect to receive any cash proceeds
from the
 exercise of the warrants pertaining to proposals 7 and 8 because, if
true, it is highly
 unlikely that a warrant holder would wish to pay an exercise price to
receive a certain
 number of shares when they could choose the alternative cashless
exercise option and
 pay no money to receive twice as many shares.
4. We note your disclosure under proposals 7 and 8 stating that warrants
pertaining to
 these proposals "are subject to adjustment in certain circumstances"
that may increase
 the number of shares of common stock underlying each warrant and reduce
the
 exercise price of the warrants. Please expand your disclosure under the
"Possible
 Effects of the Proposal" sections in proposals 7 and 8 to prominently
disclose this
 result and explain the potential additional dilution upon the
"adjustment." In addition,
 please disclose that these issuances could cause your common stock price
to fall
 below the minimum bid price, which could result in your shares being
delisted from
 Nasdaq.

 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.

 Please contact Eranga Dias at 202-551-8107 or Erin Purnell at
202-551-3454 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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