22nd Century Group, Inc.

321 Farmington Road

Mocksville, NC 27028

(716) 270-1523

 

September 23, 2024

 

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. 333-282157

 

Acceleration Request
  Requested Date: Wednesday, September 25, 2024
  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 Wednesday, September 25, 2024, 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/ Jonathan P. Staffeldt  
  Jonathan P. Staffeldt  
  General Counsel  
     
cc: John J. Wolfel of Foley Lardner, LLP