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Correspondence 0001104659-24-087372 from 22nd Century Group, Inc. (XXII)

22nd Century Group, Inc.
Date: Aug. 8, 2024 · CIK: 0001347858 · Accession: 0001104659-24-087372

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File numbers found in text: 024-12477

Date
August 8, 2024
Author
/s/ Lawrence D. Firestone
Form
CORRESP
Company
22nd Century Group, Inc.

Letter

VIA EDGAR Office of Manufacturing Division of Corporation Finance Securities and Exchange Commission Attention: Patrick Fullem Re: 22nd Century Group, Inc. (the “Company”) Offering Statement on Form 1-A Filed August 2, 2024 (the “Offering Statement”) Commission File No. 024-12477

Dear Mr. Fullem:

On behalf of the Company, I respectfully request that the qualification date of the Offering Statement be accelerated and that the Offering Statement be declared qualified August 13, 2024, at 4:30 p.m. EST, or as soon thereafter as is reasonably practicable.

In making this request, the Company acknowledges the following:

· should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the staff, acting pursuant to delegated authority, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

· the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,
/s/ Lawrence D. Firestone

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CORRESP
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22nd Century Group, Inc.

321 Farmington Rd

Mocksville, NC 27028

August 8, 2024

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Patrick Fullem

 Re: 22nd Century Group, Inc. (the “Company”)

Offering Statement on Form 1-A

Filed August 2, 2024 (the “Offering Statement”)

Commission File No. 024-12477

Dear Mr. Fullem:

On behalf of the Company, I respectfully request that the qualification
date of the Offering Statement be accelerated and that the Offering Statement be declared qualified August 13, 2024, at 4:30 p.m. EST,
or as soon thereafter as is reasonably practicable.

In making this request, the Company acknowledges the following:

 · should the Securities and Exchange Commission (the “Commission”)
or the Staff, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission from taking any
action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority,
to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure
in the filing; and

 · the Company may not assert staff comments and/or qualification as a defense
in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,

    /s/ Lawrence D. Firestone

    Lawrence D. Firestone

    Chief Executive Officer

    22nd Century Group, Inc.