$XXII

22nd Century Group, Inc.

CIK:0001347858|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Revenues, net	$ 2,864	$ 4,083	$ 6,970	$ 10,039
Cost of goods sold	1,621	2,863	3,546	5,747
Excise taxes and fees on products	1,536	1,855	4,351	5,536
Gross loss	(293)	(635)	(927)	(1,244)
Operating expenses:
Sales, general and administrative	2,703	2,119	4,822	3,918
Research and development	295	227	580	390
Total operating expenses	2,998	2,346	5,402	4,308
Operating loss from continuing operations	(3,291)	(2,981)	(6,329)	(5,552)
Other income (expense):
Other expense		(12)		(174)
Interest income	43	14	74	30
Interest expense	(17)	(351)	(29)	(909)
Total other income (expense), net	26	(349)	45	(1,053)
Loss from continuing operations before income taxes	(3,265)	(3,330)	(6,284)	(6,605)
(Benefit) provision for income taxes		(34)		(34)
Net loss from continuing operations	(3,265)	(3,296)	(6,284)	(6,571)
Discontinued operations:
Loss from discontinued operations before income taxes	(81)	(111)	(323)	(1,164)
Loss from discontinued operations	(81)	(111)	(323)	(1,164)
Net loss	(3,346)	(3,407)	(6,607)	(7,735)
Comprehensive loss	(3,346)	(3,407)	(6,607)	(7,735)
Deemed dividends	(17,545)		(18,134)
Net loss available to common shareholders	$ (21,761)	$ (3,407)	$ (32,527)	$ (7,735)
Basic loss per share:
Basic loss per common share from continuing operations (in dollars per share)	$ (15.6)	$ (3,279.6)	$ (52.33)	$ (9,267.98)
Basic loss per common share from discontinued operations (in dollars per share)	(0.39)	(110.45)	(2.69)	(1,641.75)
Basic loss available to common shareholders per common share (in dollars per share)	(104)	(3,390.05)	(270.84)	(10,909.73)
Diluted loss per share:
Diluted loss per common share from continuing operations (in dollars per share)	(15.6)	(3,279.6)	(52.33)	(9,267.98)
Diluted loss per common share from discontinued operations (in dollars per share)	(0.39)	(110.45)	(2.69)	(1,641.75)
Diluted loss available to common shareholders per common share (in dollars per share)	$ (104)	$ (3,390.05)	$ (270.84)	$ (10,909.73)
Weighted average shares outstanding:
Weighted average shares outstanding - basic (in shares)	209,241	1,005	120,095	709
Weighted average shares outstanding - diluted (in shares)	209,241	1,005	120,095	709
Series A Convertible Preferred Shares
Discontinued operations:
Dividend for redemption of Series Convertible Preferred Stock			$ (6,916)
Series B Convertible Preferred Shares
Discontinued operations:
Dividend for redemption of Series Convertible Preferred Stock	$ (870)		$ (870)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities:
Net loss	$ (6,607)	$ (7,735)
Adjustments to reconcile net loss to cash used in operating activities:
Impairment of long-lived assets		293
Amortization and depreciation	415	459
Amortization of right-of-use assets	81	136
Provision for credit losses	(26)	509
(Gain) loss on sale or disposal of property, plant, and equipment		(12)
Debt related charges included in interest expense		984
Equity-based compensation	508	133
Change in fair value of warrant liabilities		174
Change in inventory reserves	229	(242)
Changes in operating assets and liabilities:
Accounts receivable	19	(1,852)
Inventories	(439)	(246)
Prepaid expenses and other assets	155	(1,674)
Accounts payable	(319)	(266)
Accrued expenses and other current liabilities	217	1,053
Accrued excise taxes and fees	(880)	1,818
Contract liabilities	(291)	240
Other liabilities	(154)	(226)
Net cash used in operating activities	(7,092)	(6,454)
Cash flows from investing activities:
Acquisition of patents, trademarks, and licenses	(11)	(59)
Acquisition of property, plant and equipment	(371)	(39)
Proceeds from the sale of property, plant and equipment		770
Payments received from 2025 GVB promissory note	25
Net cash (used in) provided by investing activities	(357)	672
Cash flows from financing activities:
Payments on notes payable	(448)	(638)
Proceeds from issuance of common stock related to the ATM	200
Payment of common stock issuance costs related to the ATM	(136)
Proceeds from issuance of notes payable	802	1,023
Payments of long-term debt		(1,017)
Net proceeds from warrant exercise	2,309	5,075
Principal payments on finance leases	(8)
Net proceeds from Series B convertible preferred stock	15,299
Net cash provided by financing activities	6,358	4,443
Net decrease in cash and cash equivalents	(1,091)	(1,339)
Cash and cash equivalents - beginning of period	7,149	4,422
Cash and cash equivalents - end of period	6,058	3,083
Non-cash transactions:
Capital expenditures incurred but not yet paid	23	633
Deemed dividends	18,134
Stock issued in connection with settled indebtedness		500
Non-cash licensing arrangement		230
Equity conversion of Senior Secured Credit Facility		3,132
Conversion option remeasurement		$ 283
Finance lease assets and lease obligations	52
Series A Convertible Preferred Shares
Cash flows from financing activities:
Redemption of Preferred Stock	(9,650)
Series B Convertible Preferred Shares
Cash flows from financing activities:
Redemption of Preferred Stock	$ (2,010)

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 6,058	$ 7,149
Accounts receivable, net	3,575	3,594
Inventories	4,536	4,326
Prepaid expenses and other current assets	2,650	2,562
Total current assets	16,819	17,631
Property, plant and equipment, net	2,596	2,440
Operating lease right-of-use assets, net	647	728
Intangible assets, net	6,058	6,224
Other assets	46
Total assets	26,166	27,023
Current liabilities:
Notes and loans payable-current	616	204
Operating lease obligations	176	168
Accounts payable	695	1,000
Accrued expenses and other current liabilities	1,074	836
Accrued excise taxes and fees	2,463	3,343
Contract liabilities	1,430	1,721
Total current liabilities	6,454	7,272
Long-term liabilities:
Notes and loans payable	446	504
Operating lease obligations	511	601
Other long-term liabilities	114	154
Total liabilities	7,525	8,531
Commitments and contingencies (Note 12)
Mezzanine equity:
Series A convertible preferred shares, $0.00001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026 and 9,650 at December 31, 2025, respectively		2,734
Shareholders' equity:
Common stock, $.00001 par value, 500,000,000 shares authorized, 502,839 shares issued and outstanding at June 30, 2026 and 25,709 at December 31, 2025, respectively
Capital in excess of par value	424,173	414,683
Accumulated deficit	(405,532)	(398,925)
Total shareholders' equity	18,641	15,758
Total liabilities, mezzanine equity and shareholders' equity	26,166	27,023
Series A Convertible Preferred Shares
Mezzanine equity:
Series A convertible preferred shares, $0.00001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026 and 9,650 at December 31, 2025, respectively		2,734
Series B Convertible Preferred Shares
Shareholders' equity:
Series B convertible preferred shares, $0.00001 par value; 10,000,000 shares authorized, 8,505 shares issued and outstanding at June 30, 2026 and 0 at December 31, 2025, respectively