22nd Century Group, Inc.
500 Seneca Street, Suite 507
Buffalo, New York 14204
(716) 270-1523
March 29, 2023
VIA EDGAR
Securities and Exchange Commission Division of Corporation Finance
100 F Street, NE Washington, DC 20549
| Attn: | Mr. Eranga Dias |
| Re: | 22nd Century Group, Inc. |
| Registration Statement on Form S-3 Filed March 10, 2023 |
| File No. 333-270473 |
Acceleration Request
Requested Date: Friday, March 31, 2023 |
| Requested Time: 4:30 P.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 4:30 p.m., Eastern Time, on Friday, March 31, 2023, 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/ Peter Ferola | |
| Peter Ferola | ||
| Chief Legal Officer | ||
cc: John J. Wolfel of Foley Lardner, LLP