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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

Date
Feb. 6, 2025
Author
22ND
Form
CORRESP
Company
22nd Century Group, Inc.

Letter

22nd Century Group, Inc.

Farmington Road

Mocksville, NC 27028

(336) 940-3769

February 6, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

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.

Show Raw Text
CORRESP
1
filename1.htm

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