22nd Century Group Inc 2024年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule405 of the Securities ActYes☐No⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Exchange Act.Yes☐No⌧ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports) and (2)has been subject tosuch filing requirements for the past 90days.Yes⌧No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant toRule405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant was required to submit such files)Yes⌧No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer⌧Smaller Reporting Company☒Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule12b-2 of the Act). Yes☐No⌧ The aggregate market value of the registrant’s common stock as of June 30, 2024, the last day of the registrant’s most recently completed secondfiscal quarter, was approximately $6.9million based upon the closing price reported for such date on the Nasdaq Capital Market. On March 17,2025, the registrant had2,369,552shares of common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part IIIof this Annual Report on Form 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days ofDecember 31, 2024. Table of Contents PARTI5Cautionary Note Regarding Forward Looking Statements and Risk Factor Summary3Item1.Business5Item1A.Risk Factors13Item1B.Unresolved Staff Comments27Item1C.Cybersecurity27Item2.Properties29Item3.Legal Proceedings29Item4.Mine Safety Disclosures29PARTII29Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities29Item6.[Reserved]30Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations30Item7A.Quantitative and Qualitative Disclosures about Market Risk40Item8.Financial Statements and Supplementary Data40Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure40Item9A.Controls and Procedures41Item9B.Other Information41Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections42PARTIII42Item10.Directors, Executive Officers and Corporate Governance42Item11.Executive Compensation42Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters42Item13.Certain Relationships and Related Transactions and Director Independence42Item14.Principal Accountant Fees and Services42PARTIV43Item15.Exhibits and Financial Statement Schedules43Item 16Form 10-K Summary49SIGNATURES50 Cautionary NoteRegarding Forward-Looking Statements and Risk Factor Summary This Annual Report on Form10-K contains forward-looking statements concerning ourbusiness, operations and financial performance and condition as well as our plans, objectives andexpectations for our business operations and financial performance and condition that are subject torisks and uncertainties. All statements other than statements of historical fact included in this AnnualReport on For