22nd Century Group Inc 2026年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March31,2026 TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ________to________ (IRS EmployerIdentification 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 to suchfiling requirements for the past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran 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 with anynew 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 1, 2026, there were 4,455,649 shares of common stock issued and outstanding. 22nd CENTURY GROUP, INC. INDEXPageNumberPART I.FINANCIAL INFORMATIONItem 1.Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025(unaudited)3Condensed Consolidated Statements of Operations and Comprehensive Loss for the ThreeMonths ended March 31, 2026 and 2025 (unaudited)4Condensed Consolidated Statements of Convertible Preferred Stock, Shareholders’ Equity andMezzanine Equity for the Three Months ended March 31, 2026 and 2025 (unaudited)5Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026and 2025 (unaudited)6Notes to Condensed Consolidated Financial Statements (unaudited)7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures about Market Risk32Item 4.Controls and Procedures33PART II.OTHER INFORMATION34Item 1.Legal Proceedings34Item 1A.Risk Factors34Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34Item 3.Default Upon Senior Securities34Item 4.Mine Safety Disclosures34Item 5.Other Information34Item 6.Exhibits35SIGNATURES36 22nd CENTURY GROUP,INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)(amounts in thousands, except share and per-share data) LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY 22nd CENTURY GROUP,INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(Unaudited)(amounts in thousands, except share and per-share data) 22nd CENTURY GROUP,INC.CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, SHAREHOLDERS’EQUITY ANDMEZZANINE EQUITY(Unaudited)(amounts in thousands, except share data) See accompanying notes to Condensed Consolidated Financial Statements. 22nd CENTURY GROUP,INC.NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch31,2026(Unaudited)Amounts in thousands, except for share and per-share data Basis of Presentation– 22nd Century Group, Inc. (together with its consolidated subsidiaries, “22ndCenturyGroup” or the “Company”) is a Nevada corporation publicly traded on the NASDAQ Capital Market under the symbol“XXII.” 22nd Century Group is a tobacco products company with sales and distribution of the Company’s ownbranded tobacco products and contract manufacturing services for third-party brands. The Company’s flagshipproduct is a reduced nicotine combustible cigarette authorized by the FDA as a Modified Risk Tobacco Product. TheaccompanyingCondensed Consolidated Financial Statements are presented in accordance with the rulesand regulations of theUnited States ("U.S.") Securities and Exchange Commission ("SEC")and do not include all ofthe disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in theCompany’s Annual Report on Form 10-K. Accordingly, these Condensed Consolidated Financial Statements should beread in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s mostrecent Annual Report on Form 10-K for the fiscal year endedDecember31, 2025. In the opinion of management, the Condensed Consolidated Financ