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Correspondence 0001104659-23-038477 from 22nd Century Group, Inc. (XXII)

22nd Century Group, Inc.
Date: March 29, 2023 · CIK: 0001347858 · Accession: 0001104659-23-038477

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File numbers found in text: 333-270473

Date
March 29, 2023
Author
22ND
Form
CORRESP
Company
22nd Century Group, Inc.

Letter

22nd Century Group, Inc.

500 Seneca Street, Suite 507

Buffalo, New York 14204

(716) 270-1523

March 29, 2023

VIA EDGAR

Securities and Exchange Commission Division of Corporation Finance

100 F Street, NE Washington, DC 20549

Attn: Mr. Eranga Dias

Re: 22nd Century Group, Inc.

Registration Statement on Form S-3 Filed March 10, 2023

File No. 333-270473

Acceleration Request

Requested Date: Friday, March 31, 2023

Requested Time: 4:30 P.M. Eastern time

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, 22nd Century Group, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 be accelerated so that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on Friday, March 31, 2023, or as soon thereafter as practicable. The Company respectfully requests that you notify Mr. John Wolfel of Foley & Lardner, LLP of such effectiveness by a telephone call to (904) 359-8778.

Sincerely,
22ND
CENTURY GROUP, INC.

Show Raw Text
CORRESP
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filename1.htm

22nd Century Group, Inc.

500 Seneca Street, Suite 507

Buffalo, New York 14204

(716) 270-1523

March 29, 2023

VIA EDGAR

Securities and Exchange Commission Division of Corporation
Finance

100 F Street, NE Washington, DC 20549

  Attn: Mr. Eranga Dias

  Re: 22nd Century Group, Inc.

 Registration Statement on Form S-3 Filed March 10, 2023

 File No. 333-270473

Acceleration Request

 Requested Date: Friday, March 31, 2023

 Requested Time: 4:30 P.M. Eastern time

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, 22nd Century Group, Inc. (the “Company”) hereby requests that the effectiveness of
the above-referenced Registration Statement on Form S-3 be accelerated so that such Registration Statement will become effective at 4:30
p.m., Eastern Time, on Friday, March 31, 2023, or as soon thereafter as practicable. The Company respectfully requests that you notify
Mr. John Wolfel of Foley & Lardner, LLP of such effectiveness by a telephone call to (904) 359-8778.

Sincerely,

    22ND
    CENTURY GROUP, INC.

    By:
    /s/
    Peter Ferola

    Peter
    Ferola

    Chief
    Legal Officer

cc: John J. Wolfel of Foley Lardner, LLP