22世纪集团股份有限公司 2025年季度报告

TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.◻Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒As of May 12, 2025, there were11,507,622shares of common stock issued and outstanding (including 5,139,211 shares held inabeyance). 22nd CENTURY GROUP, INC. 22nd CENTURY GROUP,INC.CONDENSED CONSOLIDATED BALANCE SHEETS 22nd CENTURY GROUP,INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 22nd CENTURY GROUP,INC.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) See accompanying notes to Condensed Consolidated Financial Statements. Table of Contents 22nd CENTURY GROUP,INC.NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch31,2025(Unaudited) NOTE1.-NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation– 22nd Century Group, Inc. (together with its consolidated subsidiaries,“22ndCentury Group” or the “Company”) is a Nevada corporation publicly traded on the NASDAQ CapitalMarket under the symbol “XXII.” 22nd Century Group is a tobacco products company with sales and distributionof the Company’s own branded tobacco products and contract manufacturing services for third-party brands. TheaccompanyingCondensed Consolidated Financial Statements are presented in accordance with therules and regulations of theUnited States ("U.S.") Securities and Exchange Commission ("SEC")and do notinclude all of the disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) ascontained in the Company’s Annual Report on Form 10-K. Accordingly, these Condensed Consolidated Financial In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments(consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of theCompany for the periods presented. The results for interim periods are not necessarily indicative of results ortrends that may be expected for the fiscal year as a whole.The Condensed Consolidated Financial Statements Liquidity and Capital Resources –These Condensed Consolidated Financial Statements have beenprepared in accordance with generally accepted accounting principles applicable to a going concern, which The Company has incurred significant losses and negative cash flows from operations since inception andexpects to incur additional losses until such time that it can generate significant revenue and profit in its tobaccobusiness. The Company had negative cash flow from operations of $2,976and $2,255for the three months endedMarch31,2025 and 2024, respectively, and an accumulated deficit of $398,199and $393,871as of Given the Company’s projected operating requirements and its existing cash and cash equivalents,thereis substantial doubtabout the Company’s ability to continue as a going concern through one year following the In response to these conditions, management is currently evaluating different strategies for reducingexpenses, as well as pursuing financing strategies which include raising additional funds through the issuance ofdebt or equity securities, asset sales, and through arrangements with strategic partners. If capital is not availableto the Company when, and in the amounts needed, it could be required to liquidate inventory, cease or curtailoperations, or seek protection under applicable bankruptcy laws or similar state proceedings. There can be no The Condensed Consolidated Financial Statements do not include any adjustments relating to therecoverability and classification of recorded asset amounts or the amounts and classification of liabilities that Other Significant Risks and Uncer