Item 7.01. Regulation FD Disclosure.

On January 24, 2023, 22nd Century Group, Inc. (the "Company") issued a press release regarding its acquisition of privately held RX Pharmatech Ltd (RXP), a United Kingdom distributor of cannabinoids. The Company is attaching a copy of such press release as Exhibit 99.1 hereto, which is incorporated by reference herein.





Forward-LookingStatements



This report contains forward-looking statements and other information relating to matters that are not historical facts. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the factors detailed from time to time in the reports we file with the SEC, including those described under "Risk Factors" in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this report. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Item 9.01(d). Financial Statements and Exhibits.






  99.1     Press Release, dated January 24, 2023.

104      Cover Page Interactive Data File - The cover page XBRL tags are embedded
         within the inline XBRL document.

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