22世纪集团股份有限公司 2025年季度报告

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). INDEX PART I.FINANCIAL INFORMATION Three Months Ended March31,2025 Reverse Stock Split– In order to regain compliance with Nasdaq's continued listing requirements, the first allocated to the warrants at their full estimated fair value with a corresponding debt discount. The remainingproceeds, as further reduced by discounts (including those created by the bifurcation of embedded derivatives), is more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone who can significantly influence the financial and operating decisions of the Company. A transaction is consideredto be a related party transaction when there is a transfer of resources or obligations between related parties. TheCompany may conduct business with its related parties in the ordinary course of business. Revenue Recognition–The Company recognizes revenue when it satisfies a performance obligation by transferring control of the product to a customer. For additional discussion on revenue recognition, refer to Note 8“Revenue Recognition”.Income Taxes- For interim income tax reporting, due to a full valuation allowance on net deferred tax interim period in which they occur.Recently Issued Accounting Pronouncements – January 1, 2024. See Note 13 “Segment and Geographic Information.”In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to IncomeTax Disclosures. The ASU requires additional quantitative and qualitative income tax disclosures to allow readersof the consolidated financial statements to assess how the Company’s operations, related tax risks and tax Accounting Guidance Not Yet Elected or Adopted that the ASU was either not applicable or would have an immaterial impact on our financial statements andrelated disclosures. 10 As of March31,2025 and December 31, 2024, all assets and liabilities of the former hemp/cannabisbusiness are presented as current in the Condensed Consolidated Balance Sheets. The carrying amounts of theformer hemp/cannabis assets and liabilities that were classified as assets and liabilities of discontinued operations obligations which resulted in reversals of previously accrued liabilities of $337and $152, respectively.Additionally, for the three month period ended March 31, 2024, Other operating expense, net was comprised of related to the expected sale of Needle Rock Farms land property (see Note 14 “Subsequent Events”).Cash flow information from discontinued operations for the three months ended March31,2025 and2024 was as follows: NOTE3.–INVENTORIES March31,December31,20252024Raw materials$2,447$1,616Work in process1—Finished goods107399$2,555$2,015 Our intangible assets, net at March31,2025 and December 31, 2024 consisted of the following:Net Definite-lived:Patent$2,960$(2,369)$591License fees4,894(2,060)2,834Total amortizing intangible assets$7,854$(4,429)$3,425 License fee for predicate cigarette brand350Total indefinite-lived intangible assets$2,689Total intangible assets, net$6,114 Omnia 2024 Warrants$—$—$1,023$1,023Total liabilities$—$—$1,023$1,023 The following table sets forth a summary of the changes in fair value of the Company’s common stockwarrants accounted for as liabilities (Level 3): The Omnia warrants were measured at March31,2025 and December31,2024 using a Monte Carlovaluation model with the following assumptions: Risk-free interest rate per year3.9%4.3%Expected volatility per year124.2%119.0%Expected dividend yield—%—%Contractual expiration4.1years4.3years The warrants are measured at fair value using certain estimated factors which are classified within Level3 of the valuation hierarchy. Significant unobservable inputs that are used in the fair value measurement of theCompany’s warrants include the volatility factor, anti-dilution provisions, and contingent put option. Significantincreases or decreases in the volatility factor would have resulted in a significantly higher or lower fair valuemeasurement. Additionally, a change in probability regarding the anti-dilution provision or put option would haveresulted in a significantly higher or lower fair value measurement.The Omnia 2023 warrants were extinguishedand the Omnia 2024 warrants were issued in April 2024. The Omnia 2024 warrants are classified as Other currentliabilities on the Condensed Consolidated Balance Sheets. The Company has a senior secured credit facility (the “Senior Secured Credit Facility”), which consistsof Debentures (as defined