Correspondence 0001493152-25-005196 from 22nd Century Group, Inc. (XXII)
22nd Century Group, Inc.
Date: Feb. 6, 2025 · CIK: 0001347858 · Accession: 0001493152-25-005196
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File numbers found in text: 333-284644
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CORRESP
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22nd
Century Group, Inc.
321
Farmington Road
Mocksville,
NC 27028
(336)
940-3769
February
6, 2025
VIA
EDGAR
Securities
and Exchange Commission
Division of Corporation Finance
100
F Street, NE
Washington, DC 20549
Attn:
Jenny
O’Shanick
Re:
22nd
Century Group, Inc.
Registration
Statement on Form S-3
File
No. 333-284644
Acceleration
Request
Requested
Date: Tuesday, February 11, 2025
Requested
Time: 9:30 A.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 9:30 a.m., Eastern Time, on Tuesday, February 11, 2025, 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/
Daniel A. Otto
Daniel
A. Otto
Chief
Financial Officer
cc:
John
J. Wolfel of Foley Lardner, LLP