UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.3)*
22nd Century Group, Inc.
(Name
of Issuer)
Common Stock, $0.00001 par value per share
(Title
of Class of Securities)
90137F301
(CUSIP
Number)
November 26, 2024
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (1)
|
Names
of reporting persons
Joseph
Reda |
| (2)
|
Check
the appropriate box if a member of a group (see instructions) |
| |
(a)
☐
(b)
☐ |
| (3)
|
SEC
use only
|
| (4)
|
Citizenship
or place of organization
United
States |
Number
of
shares
beneficially
owned by
each
reporting
person
with: |
(5)
|
Sole
voting power
0
|
| (6)
|
Shared
voting power
6,000,000
|
| (7)
|
Sole
dispositive power
0
|
| (8)
|
Shared
dispositive power
6,000,000 |
| (9)
|
Aggregate
amount beneficially owned by each reporting person
6,000,000
|
| (10)
|
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
|
| (11)
|
Percent
of class represented by amount in Row (9)
9.7%
(1) |
| (12)
|
Type
of reporting person (see instructions)
IN
|
| (1) | Based on 61,500,000 shares of Common Stock of the Issuer
outstanding as verified with the Issuer on December 2, 2024. |
| (1)
|
Names
of reporting persons
SEG
Opportunity Fund, LLC |
| (2)
|
Check
the appropriate box if a member of a group (see instructions) |
| |
(a)
☐
(b)
☐ |
| (3)
|
SEC
use only
|
| (4)
|
Citizenship
or place of organization
New
York |
Number
of
shares
beneficially
owned by
each
reporting
person
with: |
(5)
|
Sole
voting power
0
|
| (6)
|
Shared
voting power
6,000,000
|
| (7)
|
Sole
dispositive power
0
|
| (8)
|
Shared
dispositive power
6,000,000 |
| (9)
|
Aggregate
amount beneficially owned by each reporting person
6,000,000
|
| (10)
|
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
|
| (11)
|
Percent
of class represented by amount in Row (9)
9.7%
(1) |
| (12)
|
Type
of reporting person (see instructions)
OO
|
| (1) | Based on 61,500,000 shares of Common Stock of the Issuer
outstanding as verified with the Issuer on December 2, 2024. |
ITEM 1(A) NAME OF ISSUER: 22nd Century Group, Inc.
(the “Issuer”)
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
321 Farmington Road
Mocksville, North Carolina 27028
ITEM 2 (A) NAME OF PERSON FILING:
This statement is jointly filed by and on behalf of each of
Joseph Reda and SEG Opportunity Fund, LLC, a New York limited liability company (“SEG”, and together with Mr. Reda,
“Reporting Persons”). Mr. Reda is the manager of, and may be deemed to beneficially own securities beneficially owned
by, SEG. Mr. Reda and SEG are the record and direct beneficial owners of the shares of Common Stock of the Issuer covered by this
statement.
Each Reporting Person declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or
any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group
with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting
Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person
is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act
together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring,
holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a
member of any group with respect to the Issuer or any securities of the Issuer.
ITEM 2 (B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of the Reporting
Persons is 1 Wolfs Lane Suite 316 Pelham, NY 10803
ITEM 2 (C) CITIZENSHIP:
Joseph Reda is a citizen of the United States. SEG is a New York limited
liability company.
ITEM 2 (D) TITLE OF CLASS OF SECURITIES: Common Stock, $0.00001
par value per share (“Common Stock”)
ITEM 2 (E) CUSIP NO.: 90137F301
ITEM 3. 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:
| (a) | ☐ |
Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o); |
| (b) | ☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ |
Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c); |
| (d) | ☐ |
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ |
An employee benefit plan or endowment fund in accordance with
§ 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ |
A parent holding company or control person in accordance with
§ 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ |
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ |
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ |
Group, in accordance with § 240.13d-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: |
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: See Item 9 on the cover pages(s)
hereto.
(b) Percent of class: See Item 11 on the cover page(s) hereto.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
See Item 5 on the cover pages hereto.
(ii) Shared power to vote or to direct the vote
See Item 6 on the cover pages hereto.
(iii) Sole power to dispose or to direct the
disposition of See Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the
disposition of See Item 8 on the cover pages hereto.
ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following
☐.
ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Date: December 3, 2024
| |
JOSEPH REDA |
| |
|
| |
/s/ Joseph
Reda |
| |
SEG OPPORTUNITY FUND, LLC |
| |
|
|
| |
By: |
/s/ Joseph Reda |
| |
Name: |
Joseph Reda |
| |
Title: |
Manager |
EXHIBIT INDEX
Exhibit 99.1
JOINT FILING AGREEMENT
December 3, 2024
Pursuant to and in accordance with the Securities
Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, each party hereto hereby agrees to
the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Act or any rule
or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U.S. Securities and Exchange
Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the
filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force
and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such
revoking party.
IN WITNESS WHEREOF, each party hereto, being duly
authorized, has caused this agreement to be executed and effective as of the date first written above.
Date: December 3, 2024
| |
JOSEPH REDA |
| |
|
| |
/s/ Joseph
Reda |
| |
SEG OPPORTUNITY FUND, LLC |
| |
|
|
| |
By: |
/s/ Joseph Reda |
| |
Name: |
Joseph Reda |
| |
Title: |
Manager |
22nd Century (NASDAQ:XXII)
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