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 |