XXII 22nd Century Group Inc

Shared Voting Power
1,166,666 shares of Common Stock
2,334,959 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Shared Dispositive Power
1,166,666 shares of Common Stock
2,334,959 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Aggregate Amount Beneficially Owned by Each Reporting Person
1,166,666 shares of Common Stock
2,334,959 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Sole Voting Power

2,166,667 shares of Common Stock

4,335,772 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Shared Voting Power
1,166,666 shares of Common Stock

2,334,959 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Sole Dispositive Power
2,166,667 shares of Common Stock
4,335,772 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Shared Dispositive Power
1,166,666 shares of Common Stock
2,334,959 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Aggregate Amount Beneficially Owned by Each Reporting Person
3,333,333 shares of Common Stock
6,670,731 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Shared Voting Power
1,166,666 shares of Common Stock
2,334,959 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Shared Dispositive Power
1,166,666 shares of Common Stock
2,334,959 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Aggregate Amount Beneficially Owned by Each Reporting Person
1,166,666 shares of Common Stock
2,334,959 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

Address of Issuer’s Principal Executive Offices
321 Farmington Road

Mocksville, North Carolina 27028

Citizenship

This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Richard Abbe, an individual who is a citizen of the United States of America and (iii) Kimberly Page, an individual who is a citizen of the United States of America (“Mr. Abbe” and “Ms. Page,” together with Iroquois, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of all of the Reporting Persons is 2 Overhill Road, Scarsdale, New York 10583.

Title of Class of Securities
Common Stock, par value $0.00001 per share

CUSIP Number
90137F301

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d-1(b)(1)(ii)(J), please specify the type of
institution:____________________________

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 45,702,624 shares of Common Stock issued and outstanding as represented in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on October 15, 2024 and assumes the completion of the offering of 14,266,666 shares of Common Stock described therein, and further assumes the exercise of the Company’s reported warrants (collectively, the “Reported Warrants”), each subject to the Blockers (as defined below)

Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% (other than certain Warrants that are subject to a 4.99% blocker) of the outstanding shares of Common Stock (collectively, the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers, if applicable.

As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 1,166,666 shares of Common Stock and Reported Warrants to purchase 2,334,959 shares of Common Stock (subject to the Blockers), and Iroquois Capital Investment Group LLC (“ICIG”) held 2,166,667 shares of Common Stock and Reported Warrants to purchase 4,335,772 shares of Common Stock (subject to the Blockers).

Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein.