22nd Century Group Inc 2025年度报告

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 of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports) and (2)has been subject to such filingrequirements 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 to Rule405 ofRegulation 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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. 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 with any newor 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 its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 included in thefiling 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, 2025, the last day of the registrant’s most recently completed second fiscalquarter, was approximately $3.5 million based upon the closing price reported for such date on the Nasdaq Capital Market. On March 20, 2026, theregistrant had 662,023 shares of common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents PARTI5Cautionary Note Regarding Forward Looking Statements and Risk Factor Summary3Item1.Business5Item1A.Risk Factors12Item1B.Unresolved Staff Comments24Item 1C.Cybersecurity24Item2.Properties25Item3.Legal Proceedings25Item4.Mine Safety Disclosures25PARTII25Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities25Item6.[Reserved]26Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 7A.Quantitative and Qualitative Disclosures about Market Risk35Item8.Financial Statements and Supplementary Data35Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure35Item9A.Controls and Procedures36Item9B.Other Information36Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections38PARTIII38Item10.Directors, Executive Officers and Corporate Governance38Item11.Executive Compensation44Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters53Item13.Certain Relationships and Related Transactions and Director Independence54Item14.Principal Accountant Fees and Services55PARTIV56Item15.Exhibits and Financial Statement Schedules56Item 16Form 10-K Summary47SIGNATURES48 Cautionary NoteRegarding Forward-Looking Statements and Risk Factor Summary This Annual Report on Form10-K contains forward-looking statements concerning our business, operationsand financial performance and condition as well as our plans, objectives and expectations for our business operationsand financial performance and condition that are subject to risks and uncertainties. All statements other than statementsof historical fact included in this Annual Report on Form10-K are forward-looking statements. You can identify thesestatements by words such as “aim,” “anticipate,” “assume,” “believe,” “could,” “due,” “estimate,” “expect,” “goal,”“intend,” “may,” “objective,” “plan,” “potential,” “positioned,” “predict,” “should,” “target,” “will,” “would” and othersimilar expressions that are predictions of or indicate future events and future trends. These forward-lookingstatements are based on current expectations, estimates, forecasts and projections a