22nd Century Group, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
XXII$1.55-19.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001104659-26-056615
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001104659-26-097172
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 53 previous paragraphs and 53 current paragraphs.
32 unchanged; 13 reworded; 6 added; 7 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 27 previous and 28 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Current report
Decreased Contract, IP and other expenses for the six months ended June 30, 2026, compared to the prior year period were due to lower amortization expense offset by increased contract costs.
Current report
For the three months ended June 30, 2026 compared to the prior year period, interest decreased $214 and $129 of extinguishment charges that occurred in the prior year period from the Senior Secured Credit Facility; which was repaid in September 2025. These decreases were offset by interest expense of $9 related to the NCSU Promissory Note.
Current report
For the six months ended June 30, 2026 compared to the prior year period, interest decreased $768 and $129 of extinguishment charges that occurred in the prior year period from the Senior Secured Credit Facility; which was repaid in September 2025. In addition, other interest expense charges decreased by $4 offset by an increase of $21 related to the NCSU Promissory Note.
Current report
In June 2026, we received net proceeds of $2,309 from the inducement and exercise of 267,651 existing warrants for shares of common stock and issuance of 267,284 warrants to purchase common stock. The Company utilized a portion of the net proceeds to repurchase at par 2,010 shares of Series B convertible preferred stock in the amount of $2,010.
Current report
On August 13, 2026, the Company entered into an amendment with the holders of all of the outstanding June 2026 Inducement Warrants whereby the exercise price was reduced to $0.3675 and to allow all of the June 2026 Inducement Warrants to be exercised on a cashless basis. Following the amendment, all 3,019,586 warrants were exercised on a cashless basis for an aggregate of 2,742,397 shares of common stock, with 2,531,242 of such shares held in abeyance. Following the exercise, no warrants remain outstanding.
Removed paragraphs (7)
Previous report
(e) Increases in other expenses for the three months ended March 31, 2026, compared to the prior year period were due to increased public company expenses of $124 mainly related to the special shareholder meeting held on February 20, 2026, $36 of facilities expenses due to the movement of inventory into a new storage facility, $42 of other expenses primarily related to state filing fees, and $14 for travel and entertainment expenses. These increases were partially offset by a decrease in technology expenses of $49.
Previous report
Net cash provided by (used in) financing activities
Previous report
On March 20, 2026, we and certain investors entered into a securities purchase agreement with respect to the offer and sale of $20,000 of shares of Series B Convertible Preferred Stock, stated value $1,000 per share (the “Series B Preferred Stock”), initially convertible into shares of common stock at an initial conversion price of $3.57 (subject to adjustment in certain circumstances with a floor price of $0.714) and, alternatively, at a 15% discount to the lowest daily volume-weighted average price (“VWAP”) during the prior 20 trading days (the “Alternative Conversion Price”) and warrants to purchase shares of Common Stock pursuant to a registered direct offering. The Company has the ability to reset the fixed conversion price (lower), subject to board approval and the floor price. Stockholder approval for the offering was obtained at the February 20, 2026 Special Meeting of the Stockholders.
Previous report
At the initial closing, the investors purchased $16,000 of shares of Series B convertible preferred stock and warrants. The remaining $4,000 of shares of Series B Preferred Stock and warrants are expected to be purchased at a second closing. The investors may request the second closing at any time until the one-year anniversary of the initial closing date and we may require the second closing at any time until the one-year anniversary of the initial closing date by individual investor once less than 50% of such Investor’s Series B Preferred Stock purchased at the initial closing remains outstanding and certain equity conditions have been satisfied for at least 7 of the prior 10 trading days, including: (1) the Common Stock closes above 2.5 times the floor price and (2) the daily dollar trading volume of the Common Stock exceeds $500. The warrants are immediately exercisable at an exercise price of $3.57 per share of common stock and expire on the date that is five years after issuance. In addition, the Company issued placement agent warrants to purchase an aggregate of 187,816 shares of common stock with substantially the same terms as the Warrants, except that the exercise price of the Placement Agent Warrants is $3.927.
Previous report
We used the net proceeds from the offering to repurchase at par all of the shares of outstanding Series A Convertible Preferred Stock issued in August 2025 in the amount of $9,650. The balance of the net proceeds from the offering was approximately $5,680, after deducting placement agent case fees but before any other offering expenses.
Previous report
As of May 1, 2026, convertible preferred stock transaction activity is summarized in the table below:
Previous report
As of May 1, 2026, we had the following warrants outstanding:
Reworded paragraphs (13)
Previous wording
For the first quarter and three months ended March 31, 2026, total product line revenues decreased to $4,105 from $5,956, respectively, compared to the prior year period, as follows:
Current wording
For the second quarter and six months ended June 30, 2026, total product line revenues decreased to $2,864 and $6,970, respectively, compared to $4,083 and $10,039, respectively, in the prior year periods, as follows:
Previous wording
Gross loss for the three-month period ended March 31, 2026 remained consistent as compared to the prior year comparable period, benefitting from manufacturing overhead cost savings initiatives implemented by management in 2025, offset by decreased volume as compared to the prior year comparable period.
Current wording
Gross loss for the three and six-month periods ended June 30, 2026, decreased as compared to the prior year comparable periods benefitting from manufacturing overhead cost savings initiatives implemented by management in second half 2025, offset by decreased volume as compared to the prior year comparable period. Additionally, the three and six-month periods ended June 30, 2026 reflected one-time charges forwrite-off of aged inventory discontinued by our customers of $196, offset by a one-time recovery of excise taxes of $692 related to settlement with states for non-participating manufacturers credits under the master settlement agreement related to prior tax periods.
Previous wording
(a) Compensation and benefits expense increased for the three months ended March 31, 2026, compared to the prior year period due to an increase in headcount and equity compensation expenses.
Current wording
(a) Compensation and benefits expense increased for the three and six months ended June 30, 2026, compared to the prior year periods due to an increase in headcount, benefit premiums, equity and incentive compensation expense.
Previous wording
(b) Strategic consulting costs decreased for the three months ended March 31, 2026, compared to the prior year period was due to decreased spending related to investor relations and consulting for post-market studies.
Current wording
(b) Strategic consulting costs decreased for the three and six months ended June 30, 2026, compared to the prior year periods due to decreased spending related to investor relations services and FDA post-market studies offset by increased regulatory and consulting expenses.
Previous wording
(c) Legal expenses increased for the three months ended March 31, 2026 compared to 2025 mainly due to additional legal spend related to regulatory matters compared to the prior year period.
Current wording
(c) Legal expenses increased for the three and six months ended June 30, 2026 compared to 2025 mainly due to higher tobacco regulatory legal spend related to compared to the prior year periods.
Previous wording
(d) Insurance costs decreased for the three months ended March 31, 2026 compared to the prior year period due to lower insurance premiums.
Current wording
(d) Insurance costs decreased for the three and six months ended June 30, 2026 compared to the prior year periods due to lower insurance premiums.
Previous wording
We have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until such time that we can generate significant revenue and profit in our tobacco business. We had negative cash flow from operations of $3,103 for the three months ended March 31, 2026 and an accumulated deficit of $402,186 as of March 31, 2026. As of March 31, 2026, we had cash and cash equivalents of $9,545 and working capital from continuing operations of $13,164 (compared to working capital from continuing operations of $10,359 at December 31, 2025). Given our projected operating requirements and existing cash and cash equivalents, there is substantial doubt about our ability to continue as a going concern through one year following the date that the Condensed Consolidated Financial Statements herein are issued.
Current wording
We have incurred significant losses and negative cash flows from operations since inception and expect to incur additional losses until such time that we can generate significant revenue and profit in our tobacco business. We had negative cash flow from operations of $7,092 for the six months ended June 30, 2026 and an accumulated deficit of $405,532 as of June 30, 2026. As of June 30, 2026, we had cash and cash equivalents of $6,058 and working capital from continuing operations of $10,365 (compared to working capital from continuing operations of $10,359 at December 31, 2025). Given our projected operating requirements and existing cash and cash equivalents, there is substantial doubt about our ability to continue as a going concern through one year following the date that the Condensed Consolidated Financial Statements herein are issued.
Previous wording
As of March 31, 2026, we had working capital from continuing operations of approximately $13,164 compared to working capital of approximately $10,359 at December 31,2025, an increase of $2,805. This increase in working capital was primarily due to an increase in net current assets of $3,439 due to proceeds received related to the ATM and Series B convertible preferred stock, offset by an increase in net current liabilities of $634. Cash and cash equivalents increased by $2,396 and the remaining net current assets increased by $1,043. Management continues to take further steps to improve liquidity more. Refer below to “Cash demands on operations.”
Current wording
As of June 30, 2026, we had working capital from continuing operations of approximately $10,365 compared to working capital of approximately $10,359 at December 31,2025, an increase of $6. This increase in working capital was primarily due to a decrease in net current liabilities of $818, offset by a decrease in net current assets of $812. Cash and cash equivalents decreased by $1,091 and the remaining net current assets increased by $279. Management continues to take further steps to improve liquidity more. Refer below to “Cash demands on operations.”
Previous wording
Cash used in operating activities increased $127 from $2,976 in 2025 to $3,103 in 2026. The primary driver for this change was lower net loss of $1,067, a decrease of $1,433 related to net adjustments to reconcile net loss to cash, and a decrease in cash used for working capital components related to operations in the amount of $239 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.
Current wording
Cash used in operating activities increased $638 from $6,454 in 2025 to $7,092 in 2026. The primary driver for this change was an increase in cash used for working capital components related to operations in the amount of $539, offset by lower net loss of $1,128 and a decrease of $1,227 related to net adjustments to reconcile net loss to cash for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.
Previous wording
Cash used in investing activities amounted to $47 for the three months ended March 31, 2026, as compared to cash used in investing activities of $59 for the three months ended March 31, 2025. The decrease in cash provided by investing activities of $12 was the result of an overall decrease of cash outflows related to the acquisitions of patents, trademarks, licenses and property, plant and equipment.
Current wording
Cash used in investing activities amounted to $357 for the six months ended June 30, 2026, as compared to cash provided by investing activities of $672 for the six months ended June 30, 2025. The decrease in cash provided by investing activities of $1,029 was the result of $770 of proceeds from the sale of property, plant and equipment primarily from the sale of Needlerock farms that occurred in the prior year period, $25 received from the 2025 GVB promissory note in the current year period and an increase of cash outflows of $284 related to the acquisitions of patents, trademarks, licenses and property, plant and equipment.
Previous wording
During the three months ended March 31, 2026, cash provided by financing activities increased by $5,800 from cash used in financing activities of $254 in the prior year period to cash provided by financing activities of $5,546, resulting from increases in net proceeds from Series B convertible preferred stock issuances of $15,256, net proceeds from issuance of common stock related to the ATM of $64, decreases of cash outflows from payments on notes payable of $134 offset by cash outflows from the redemption of Series A at par value of $9,650 and from principal payments for finance leases of $4.
Current wording
During the six months ended June 30, 2026, cash provided by financing activities increased by $1,915 compared to $4,443 in the prior year period to $6,358 in the current year period, resulting from increases in net proceeds from Series B convertible preferred stock issuances of $15,299, net proceeds from issuance of common stock related to the ATM of $64, decreases of cash outflows from payments on long-term debt of $1,017 and notes payable of $190, offset by a decrease in cash inflows of $221 for proceeds from issuance of note payable and from net proceeds of warrant exercises of $2,766, cash outflows from the redemption of Series A at par value of $9,650, redemption of Series B at par value of $2,010, and principal payments for finance leases of $8.
Previous wording
March 2026 Series B Convertible Preferred Stock Offering
Current wording
In March 2026, we issued 16,000 shares of Series B convertible preferred stock and 233,481 warrants to purchase shares of common stock for net proceeds of $15,275, of which $9,650 was used to repurchase at par all of the remaining share of outstanding Series A convertible preferred stock issued in August 2025. The investors from the Series B convertible preferred stock offering have an additional 4,000 shares that may be purchased at subsequent closings, of which 25 shares have been purchased through June 30, 2026.
Previous wording
We entered into a sales agreement (the “Sales Agreement”) with Needham & Company, LLC (the “Sales Agent”) which permits us to sell up to $25,000 of our common stock from time to time at prevailing market prices, which program was reduced to a maximum of $1,840 on April 10, 2026. During the three months ended March 31, 2026, the Company sold 44,381 shares of common stock under the ATM Program for gross proceeds of $200 at a weighted average price of $4.51. The Company paid fees to the Sales Agent in the amount of $6.
Current wording
We entered into a sales agreement (the “Sales Agreement”) with Needham & Company, LLC (the “Sales Agent”) which permits us to sell up to $25,000 of our common stock from time to time at prevailing market prices, which program was reduced to a maximum of $6,400 on May 1, 2026. No sales have occurred under the ATM program for the three months ended June 30, 2026. During the six months ended June 30, 2026, the Company sold 2,221 shares of common stock under the ATM Program for gross proceeds of $200. The Company paid fees to the Sales Agent in the amount of $6.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Net cash used in (provided by) investing activities
Current report — wording carried from elsewhere
Net cash provided by financing activities
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Net cash used in investing activities