SecProbe.io

CORRESP
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 filename1.htm

 22nd
Century Group, Inc.

 321
Farmington Road

 Mocksville,
NC 27028

 (336)
940-3769

 June
9, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, NE

 Washington, DC 20549

 Attn:
 Eranga Dias

 Re:
 22nd Century Group, Inc.

 Revised
 Preliminary Proxy Statement on Schedule 14A

 Filed June 6, 2025

 File No. 001-36338

 Ladies and Gentlemen:

 On
behalf of 22 nd Century Group, Inc. (the "Company"), please find below the responses to the comments issued by
the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission")
contained in the Staff's letter dated June 9, 2025 (the "Comment Letter"), concerning the Company's Revised
Preliminary Proxy Statement on Schedule 14A filed on June 6, 2025 (the "Preliminary Proxy Statement"). In addition,
we are filing herewith an Amendment No. 2 Revised Preliminary Proxy Statement on Schedule 14A (the "Amendment No. 2
Revised Preliminary Proxy Statement") to reflect amendments to the Revised Preliminary Proxy Statement that address the
Staff's comments contained in the Comment Letter, as well as to supplement certain disclosures in the Preliminary Proxy Statement.

 For
your convenience, we have included the text of the Staff's comments preceding each of the Company's responses. Set forth
below are the Company's responses to the comments presented in the Comment Letter.

 Revised
 Preliminary Proxy Statement filed
June 6, 2025

 1. We
 note your response to prior comment 4 and reissue in part. Please revise the "Possible
 Effects of the Proposal" sections in proposals 7 and 8 to reinsert the deleted disclosure
 that the warrants could have a reduced exercise price which could result in substantial dilution
 to stockholders. In addition, where you state that the issuance would result in the "issuance
 of over 20% of the Company's outstanding shares of common stock on a pre-transaction basis,"
 please provide the actual percentages of the Company's outstanding shares that could be issued
 on a pretransaction basis.

 Response :
The Company has revised the Preliminary Proxy Statement to clarify the potentially substantial dilution to stockholders as a result
of a reduced exercise price or zero exercise price exercise. Additionally, the Company has added the actual percentages of the Company's
outstanding shares that could be issued on a pre-transaction basis. Please see proposals 7 and 8 of Amendment No. 2 Revised
Preliminary Proxy Statement.

 The
Company hereby acknowledges that it is responsible for the adequacy and accuracy of the disclosures in the filing. The Company additionally
acknowledges that Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking
any action with respect to the filing. The Company further acknowledges that it may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 *
* *

 If
you have any questions, please do not hesitate to contact the undersigned at (213) 926-1580 or the Company's outside counsel at
Foley Lardner LLP at (904) 868-1200. Thank you in advance for your prompt attention to this matter.

 Sincerely,

 22ND CENTURY GROUP, INC.

 By:
 /s/ Jonathan Staffeldt

 Jonathan Staffeldt

 General Counsel

 cc:
 John J. Wolfel of Foley Lardner, LLP