June 9, 2025

Lawrence Firestone
Chief Executive Officer
22nd Century Group, Inc.
321 Farmington Road
Mocksville, NC 27028

       Re: 22nd Century Group, Inc.
           Revised Preliminary Proxy Statement on Schedule 14A
           Filed June 6, 2025
           File No. 001-36338
Dear Lawrence Firestone:

       We have reviewed your filing and have the following comment.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Revised Preliminary Proxy Statement on Schedule 14A
General

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 pre-
       transaction basis.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Eranga Dias at 202-551-8107 or Erin Purnell at
202-551-3454 with any
questions.
 June 9, 2025
Page 2



               Sincerely,

               Division of Corporation Finance
               Office of Manufacturing