STOCK TITAN

22nd Century Group (NASDAQ: XXII) Q2 2026 sales fall 30% as VLN® rollout grows

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

22nd Century Group reported second quarter 2026 results focused on its VLN® reduced-nicotine cigarette strategy and expansion of the Pinnacle® brand. Net revenues were $2.9 million versus $4.1 million a year earlier, a 29.9% decline, primarily in contract manufacturing. Gross loss improved to $0.3 million from $0.6 million, but operating loss widened to $3.3 million from $3.0 million. Net loss from continuing operations was $3.3 million, and Adjusted EBITDA loss increased to $3.5 million from $2.6 million.

For the first half of 2026, net revenues were $7.0 million versus $10.0 million, with operating loss of $6.3 million. The company ended June 30, 2026 with $6.1 million in cash and cash equivalents, total assets of $26.2 million, and no outstanding debt, and is targeting expansion of VLN® distribution to approximately 5,000 retail outlets by year-end 2026.

Positive

  • Gross loss improved by 53.9%, narrowing to $0.3 million in Q2 2026 from $0.6 million a year earlier, indicating better unit economics despite lower revenue.
  • No outstanding debt at June 30, 2026, with $6.1 million in cash and cash equivalents, provides some financial flexibility during the commercialization phase.

Negative

  • Net revenues fell 29.9% year over year in Q2 2026 to $2.9 million from $4.1 million, with six‑month revenues down 30.6% to $7.0 million.
  • Adjusted EBITDA loss worsened 32.7% in Q2 2026 to $(3.5) million from $(2.6) million, and six‑month Adjusted EBITDA loss increased 22.9% to $(6.1) million.
  • Operating loss increased 10.4% in Q2 2026 to $(3.3) million and 14.0% for the first half to $(6.3) million, reflecting higher operating expenses.
  • Significant deemed dividends and preferred redemptions drove net loss available to common shareholders to $(21.8) million in Q2 2026 despite a smaller operating loss.

Filing Explained

Common shares outstanding rose to 502,839 thousand by June 30, 2026, from 25,709 thousand at year-end; preferred dividends contributed to the $21,761 thousand common-shareholder loss.

Form 8-K is used to report specified material events; here, the company reports completed second-quarter results for the period ended June 30, 2026.

The balance sheet records 502,839 thousand common shares issued and outstanding at June 30, 2026, versus 25,709 thousand at December 31, 2025, changing the outstanding-share base for existing holders.

It also records 8,505 thousand Series B convertible preferred shares issued and outstanding at June 30, while Series A convertible preferred shares were recorded at zero issued and outstanding.

The statements report $17,545 thousand of deemed dividends and a Series B preferred-stock redemption, producing a $21,761 thousand net loss available to common shareholders against a $3,346 thousand consolidated net loss.

Thus, the reported loss available to common shareholders is a separate measure from consolidated net loss because the filing shows preferred-related amounts deducted after that loss.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Net Revenues $2,864,000 Three months ended June 30, 2026; down 29.9% from $4,083,000 in 2025
Q2 2026 Gross Loss $293,000 Three months ended June 30, 2026; improved 53.9% from $635,000 gross loss
Q2 2026 Operating Loss $3,291,000 Three months ended June 30, 2026; up 10.4% from $2,981,000
Q2 2026 Adjusted EBITDA $(3,503,000) Three months ended June 30, 2026; 32.7% larger loss than $(2,640,000) in 2025
Cash and Cash Equivalents $6,058,000 Balance at June 30, 2026 on the condensed consolidated balance sheet
Total Revenues H1 2026 $6,970,000 Six months ended June 30, 2026; down 30.6% from $10,039,000
Weighted Average Shares Q2 2026 209,241 Basic and diluted weighted average common shares outstanding in Q2 2026
Total Shareholders’ Equity $18,641,000 Shareholders’ equity balance at June 30, 2026
Adjusted EBITDA financial
"Adjusted EBITDA loss was $3.5 million, compared to a loss of $2.6 million."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Modified Risk Tobacco Product (MRTP) regulatory
"evaluated as part of the FDA’s Modified Risk Tobacco Product (MRTP) authorization process"
A modified risk tobacco product (MRTP) is a tobacco or nicotine product that a regulator has reviewed and allowed to be marketed with claims that it reduces harm or exposure compared with conventional tobacco. Think of it like an official safety rating for a product — it changes what can be said in advertising, how it can be labeled, and how consumers perceive it. For investors, MRTP status can alter sales potential, competitive position, regulatory risk, and legal exposure, making it a material factor in valuation and strategy.
mezzanine equity financial
"Total mezzanine equity | | | — | | | | 2,734"
Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.
non-GAAP financial measures financial
"Adjusted EBITDA is a non-GAAP financial measure."
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
excise taxes and fees financial
"Excise taxes and fees on products | | | 1,536"
convertible preferred shares financial
"Series A convertible preferred shares, $0.00001 par value"
Convertible preferred shares are a type of stock that pays priority dividends and has a higher claim on assets than common shares, but can be exchanged later for a set number of common shares. For investors, they offer a safety-and-upside mix: steady income and protection like a senior ticket, plus the option to convert into common stock if the company grows — a decision that affects potential returns and how much existing owners’ stakes may be diluted.
Net revenues (Q2 2026) $2,864,000 -29.9% vs Q2 2025
Gross loss (Q2 2026) $293,000 53.9% improvement vs Q2 2025
Operating loss (Q2 2026) $3,291,000 10.4% increase vs Q2 2025
Net loss from continuing operations (Q2 2026) $3,265,000 0.9% improvement vs Q2 2025
Adjusted EBITDA (Q2 2026) $(3,503,000) 32.7% larger loss vs Q2 2025

FAQ

How did 22nd Century Group (XXII) perform financially in Q2 2026?

22nd Century Group reported Q2 2026 net revenues of $2.9 million, down 29.9% from $4.1 million in Q2 2025. Operating loss was $3.3 million and Adjusted EBITDA loss $3.5 million, both larger than the prior-year period.

What were 22nd Century Group’s (XXII) results for the first half of 2026?

For the six months ended June 30, 2026, 22nd Century Group generated $7.0 million in net revenues, down from $10.0 million in 2025. Operating loss was $6.3 million and Adjusted EBITDA loss $6.1 million, both higher than the prior-year period.

What is 22nd Century Group’s (XXII) cash position and debt level?

At June 30, 2026, the company held $6.1 million in cash and cash equivalents and reported no outstanding debt. Total assets were $26.2 million and total liabilities $7.5 million, with shareholders’ equity of $18.6 million.

What are 22nd Century Group’s (XXII) strategic priorities for 2026?

The company aims to expand VLN® distribution and consumer awareness, maintain disciplined cost and capital allocation, advance toward EBITDA breakeven as higher-margin revenues scale, and remain actively engaged with FDA regulators and public-health stakeholders.

How is 22nd Century Group (XXII) expanding its VLN® retail footprint?

Management reports presence in more than 2,000 stores across 20 states and is targeting approximately 5,000 retail outlets by year-end 2026. Recent actions include a Pinnacle VLN® retail launch in California and new Pinnacle Pure™ product distribution.

What non-GAAP metric does 22nd Century Group (XXII) highlight and why?

The company emphasizes EBITDA and Adjusted EBITDA, which adjust net loss for interest, taxes, depreciation, amortization and selected non-cash or non-operating items. Management believes these measures help evaluate operating performance alongside GAAP results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001347858 0001347858 2026-08-13 2026-08-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 13, 2026

 

 

 

22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-36338   98-0468420

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

     

321 Farmington Road, Mocksville, North Carolina

(Address of Principal Executive Office)

 

27028

(Zip Code)

 

Registrant’s telephone number, including area code: (336) 940-3769

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol   Name of each exchange on which registered
Common Stock, $0.00001 par value   XXII   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 2.02Disclosure of Results of Operations and Financial Condition

 

On August 13, 2026, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended June 30, 2026. A copy of the earnings release is furnished as Exhibit 99.1 to this report.

 

The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

 

Item 9.01(d)Financial Statements and Exhibits

 

Exhibit 99.1 Earnings release dated August 13, 2026
104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  22nd Century Group, Inc.
   
  /s/ Lawrence D. Firestone
Date: August 13, 2026 Lawrence D. Firestone
  Chief Executive Officer

 

 

 

Exhibit 99.1

 

22nd Century Group Reports Second Quarter 2026 Financial Results

 

Advances VLN® Commercialization Through Expanded Retail Support and Brand-Building Initiatives

 

MOCKSVILLE, N.C., August 13, 2026 —22nd Century Group, Inc. (Nasdaq: XXII), the leader in low-nicotine tobacco, low-nicotine cigarettes and only tobacco products company focused on reducing the harms of smoking through nicotine reduction, today announced results for the second quarter ended June 30, 2026, and provided an update on recent commercial, regulatory and operational activities.

 

The Company’s proprietary reduced nicotine technology is designed to serve adult smokers seeking to significantly reduce nicotine consumption while continuing to use a familiar combustible format. 22nd Century’s strategy is centered on providing adult smokers with FDA-authorized reduced nicotine cigarette products intended to help them take greater control of their nicotine consumption.

 

“The second quarter marked another period of disciplined execution as we continued to expand retail distribution, increase consumer awareness and strengthen the commercial foundation for our VLN® cigarette products” said Larry Firestone, Chief Executive Officer of 22nd Century Group. “During the quarter, we broadened our retail footprint, launched new Pinnacle® products, expanded into new geographic markets and continued building the infrastructure necessary to support long-term commercial growth. Our initial same-store sales reports for VLN® products demonstrated encouraging consumer demand and reinforced our belief that the market is looking for an alternative in the form of a combustible cigarette with significantly reduced nicotine.”

 

“Our strategy remains straightforward. We will leverage our proprietary reduced-nicotine technology across multiple channels while improving economics through a broader product portfolio, add additional partner-brand opportunities and execute with discipline. As THE leader in low-nicotine tobacco technology and products, we believe our FDA-authorized modified risk claims, growing retail presence and differentiated intellectual property position us to continue investing in low-nicotine products and expanding the low-nicotine category. Together, these advantages provide us with a differentiated position within the tobacco industry and a strong foundation for future growth.”

 

“We believe nicotine reduction represents the next significant step in the evolution of the tobacco industry and one of the most compelling long-term opportunities in tobacco harm reduction. With our proprietary technology, FDA-authorized products, increasing commercial distribution and scalable business model, we believe 22nd Century is well positioned to create long-term value for adult smokers seeking familiar alternatives while delivering value for our shareholders.”

 

Second Quarter 2026 Financial Results (compared to First Quarter 2026, except as noted)

 

All figures reported below reflect continuing operations, excluding discontinued operations related to the sale and exit of the Company’s hemp/cannabis business in late 2023, except as noted.

 

Net revenues decreased to $2.9 million from $4.1 million.
Gross profit (loss) improved to $(0.3) million, compared to $(0.6) million.
Operating expenses were $3.0 million, increased from $2.4 million.
Operating loss increased to $3.3 million, compared to $3.0 million.
Net loss was $3.3 million, compared to net loss of $3.0 million.
Adjusted EBITDA loss was $3.5 million, compared to a loss of $2.6 million.
Ended the quarter with cash and cash equivalents of $6.1 million.

 

2026 Strategic Priorities

 

22nd Century has identified the below priorities for its business activities in 2026:

 

Expanding VLN® product distribution and consumer awareness.
Continuing disciplined cost management and capital allocation.
Advancing toward EBITDA breakeven as higher-margin revenues scale.
Remaining actively engaged with FDA regulators and public-health stakeholders.

 

The Company believes that the convergence of regulatory momentum, increasing consumer awareness and its differentiated product portfolio may support long-term value creation.

 

Recent Business Highlights

 

Expanded Pinnacle VLN® retail distribution into approximately 150 additional stores across metro New York and northern New Jersey, strengthening the Company’s presence in one of the nation’s largest convenience retail markets.

 

 

 

 

Launched Pinnacle Pure™, a new tobacco- and water-style combustible cigarette expected to be distributed through more than 2,000 retail locations, expanding the Pinnacle brand portfolio and supporting higher-margin revenue opportunities.
Initiated a retail launch of Pinnacle VLN® in California through approximately 60 stores, establishing the Company’s first commercial presence in the nation’s largest tobacco market.
Supported Pinnacle® VLN® through in-store marketing materials and digital promotion programs designed to increase adult-smoker awareness and support retail sell-through.

 

Initial promotional programs conducted during May and early June were associated with a meaningful increase in unit sales and a broader number of adult-smoker product trials during the promotional period.

 

Continued expanding Pinnacle® VLN® retail distribution across convenience, drug, tobacco specialty and other retail channels. Building on the Company’s current presence in more than 2,000 stores across 20 states, management is targeting expansion to approximately 5,000 retail outlets across multiple classes of trade by year-end 2026, significantly broadening adult-smoker access to VLN® products while providing a stronger foundation for long-term revenue growth.
Continued commercial discussions regarding the supply of VLN® tobacco, manufacturing capabilities, partner-brand opportunities and, where applicable, future licensing arrangements.
Ended the quarter with $6.1 million in cash and cash equivalents and no outstanding debt, providing financial flexibility to support commercialization initiatives and strategic growth objectives.

 

Second Quarter 2026 Product Line Net Revenues

 

Cigarette net revenues were $2.3 million, decreased from $2.8 million in the first quarter of 2026 on fewer cartons sold, reflecting a strategic shift away from high volume and low priced CMO export customers and toward higher margin VLN® products. Additionally, continued expansion of natural style cigarette products launched in 2025 is expected to accelerate revenue and margin growth in this category in the second half of 2026.
Filtered cigar net revenues were $0.7 million compared to $0.9 million.
Distribution net revenues from other tobacco products for the period was $(0.2) million, reflecting a one-time charge for reversal and write-off of aged inventory discontinued by our customer.
VLN® cigarette net revenues of $0.03 million, increased from negligible revenue in the first quarter of 2026 reflect growing reorder activity primarily for our Pinnacle® partner brand VLN® products, offset by current period price promotions targeting expanded awareness, consumer trial and adoption. Additionally, net revenue reflects accruals for product previously sold in prior years that will be returned or exchanged.

 

Conference Call

 

22nd Century will host a live webcast today at 8:00 a.m. E.T. to discuss its second quarter 2026 financial results and business highlights. The live and archived webcast will be accessible in the Events section on 22nd Century’s Investor Relations website at https://ir.xxiicentury.com/events.

 

Summary Financial Results

(dollars in thousands, except per share data)

 

   Three Months Ended 
   June 30,   Change 
   2026   2025   $   % 
Revenues, net  $2,864   $4,083    (1,219)   (29.9)
Gross loss  $(293)  $(635)   342    (53.9)
Operating loss  $(3,291)  $(2,981)   (310)   10.4 
Net loss from continuing operations  $(3,265)  $(3,296)   31    (0.9)
Basic and diluted loss per common share from continuing operations  $(15.60)  $(3,279.60)   3,264.00    (99.5)
Adjusted EBITDA (a)  $(3,503)  $(2,640)   (863)   (32.7)

 

   Six Months Ended 
   June 30,   Change 
   2026   2025   $   % 
Revenues, net  $6,970   $10,039    (3,069)   (30.6)
Gross loss  $(927)  $(1,244)   317    (25.5)
Operating loss  $(6,329)  $(5,552)   (777)   14.0 
Net loss from continuing operations  $(6,284)  $(6,571)   287    (4.4)
Basic and diluted loss per common share from continuing operations  $(52.33)  $(9,267.98)   9,215.65    (99.4)
Adjusted EBITDA (a)  $(6,098)  $(4,960)   (1,138)   (22.9)

 

(a) Adjusted EBITDA is a non-GAAP financial measure. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures. Refer to Tables A at the end of this release for reconciliations of adjusted amounts to the closest corresponding GAAP financial measures.

 

 

 

 

Summary Product Line Results

(in thousands)

 

   Three Months Ended 
   June 30,         
   2026   2025   Change 
   $   Cartons   $   Cartons   $   Cartons 
Contract manufacturing                              
Cigarettes   2,297    93    2,715    594    (418)   (501)
Filtered cigars   692    87    1,319    172    (627)   (85)
Other tobacco products   (151)   (29)   94    14    (245)   (43)
Total contract manufacturing   2,838    151    4,128    780    (1,290)   (629)
VLN®   26    -    (45)   (1)   71    1 
Total product line revenues   2,864    151    4,083    779    (1,219)   (628)

 

   Six Months Ended 
   June 30,         
   2026   2025   Change 
   $   Cartons   $   Cartons   $   Cartons 
Contract manufacturing                              
Cigarettes   5,144    211    7,729    1,025    (2,585)   (814)
Filtered cigars   1,565    200    2,422    331    (857)   (131)
Other tobacco products   238    15    88    14    150    1 
Total contract manufacturing   6,947    426    10,239    1,370    (3,292)   (944)
VLN®   23    1    (200)   (3)   223    4 
Total product line revenues   6,970    427    10,039    1,367    (3,069)   (940)

 

About 22nd Century Group, Inc.

 

22nd Century Group is pioneering the tobacco harm reduction movement by enabling smokers to take control of their nicotine consumption.

 

Our Technology is Tobacco

 

Our proprietary non-GMO reduced nicotine tobacco plants were developed using our patented technologies that regulate alkaloid biosynthesis activities resulting in a tobacco plant that contains 95% less nicotine than traditional tobacco plants. Our extensive patent portfolio has been developed to ensure that our high-quality tobacco can be grown commercially at scale. We continue to develop our intellectual property to ensure our ongoing leadership in the tobacco harm reduction movement.

 

Our Products

 

We created our flagship product, the VLN® cigarette using our low nicotine tobacco, to give traditional cigarette smokers an authentic and familiar alternative in the form of a combustible cigarette that helps them take control of their nicotine consumption. VLN® cigarettes have 95% less nicotine compared to traditional cigarettes and have been proven to allow consumers to greatly reduce their nicotine consumption.

 

FDA Authorization and Scientific Foundation

 

VLN® low nicotine combustible cigarettes were authorized in December 2021, making them the first and still the only combustible cigarettes authorized by the U.S. Food and Drug Administration specifically to help reduce nicotine consumption.

 

Decades of independent clinical research and peer-reviewed studies—evaluated as part of the FDA’s Modified Risk Tobacco Product (MRTP) authorization process—demonstrated that reducing nicotine content can decrease nicotine intake, increase quit attempts, and reduce overall exposure to nicotine.

 

FDA-authorized VLN® claims include:

 

“95% less nicotine”
“Helps reduce your nicotine consumption”
“Greatly reduces your nicotine consumption”
“Helps you smoke less”

 

VLN® and Helps You Smoke Less® are registered trademarks of 22nd Century Limited LLC.

 

Learn more at xxiicentury.com, on X (formerly Twitter), on LinkedIn, and on YouTube.

 

Learn more about VLN® at tryvln.com.

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements, including but not limited to our full year business outlook. Forward-looking statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “preliminary,” “probable,” “project,” “promising,” “seek,” “should,” “will,” “would,” and similar expressions. Forward-looking statements include, but are not limited to, statements regarding (i) our cost reduction initiatives, (ii) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations, and (iii) our financial and operating performance. Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 26, 2026. All information provided in this release is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.

 

Notes regarding Non-GAAP Financial Information

 

In addition to the Company’s reported results in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the Company provides EBITDA and Adjusted EBITDA.

 

In order to calculate EBITDA, the Company adjusts net (loss) income by adding back interest expense (income), provision (benefit) for income taxes, and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted by the Company for certain non-cash and/or non-operating expenses, including adding back equity-based employee compensation expense, restructuring and restructuring-related charges such as impairment, acquisition and transaction costs, and other unusual or infrequently occurring items, if applicable, such as inventory reserves and adjustments, master settlement agreement non-participating manufacturer settlement credits, gains or losses on disposal of property, plant and equipment, and gains or losses on investments.

 

The Company believes that the presentation of EBITDA and Adjusted EBITDA are important financial measures that supplement discussion and analysis of its financial condition and results of operations and enhances an understanding of its operating performance. While management considers EBITDA and Adjusted EBITDA to be important, these financial performance measures should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating (loss) income, net (loss) income and cash flows from operations. Adjusted EBITDA is susceptible to varying calculations and the Company’s measurement of Adjusted EBITDA may not be comparable to those of other companies.

 

Investor Relations & Media Contact

 

Daniel Otto

Chief Financial Officer & Investor Relations

22nd Century Group

investorrelations@xxiicentury.com

 

 

 

 

22nd CENTURY GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(amounts in thousands, except share and per-share data)

 

   June 30,   December 31, 
   2026   2025 
ASSETS          
Current assets:          
Cash and cash equivalents  $6,058   $7,149 
Accounts receivable, net   3,575    3,594 
Inventories   4,536    4,326 
Prepaid expenses and other current assets   2,650    2,562 
Total current assets   16,819    17,631 
Property, plant and equipment, net   2,596    2,440 
Operating lease right-of-use assets, net   647    728 
Intangible assets, net   6,058    6,224 
Other assets   46     
Total assets  $26,166   $27,023 
           
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY          
Current liabilities:          
Notes and loans payable-current  $616   $204 
Operating lease obligations   176    168 
Accounts payable   695    1,000 
Accrued expenses and other current liabilities   1,074    836 
Accrued excise taxes and fees   2,463    3,343 
Contract liabilities   1,430    1,721 
Total current liabilities   6,454    7,272 
Long-term liabilities:          
Notes and loans payable   446    504 
Operating lease obligations   511    601 
Other long-term liabilities   114    154 
Total liabilities   7,525    8,531 
           
Mezzanine equity:          
Series A convertible preferred shares, $0.00001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026 and 9,650 at December 31, 2025, respectively       2,734 
Total mezzanine equity       2,734 
           
Shareholders’ equity:          
Series B convertible preferred shares, $0.00001 par value; 10,000,000 shares authorized, 8,505 shares issued and outstanding at June 30, 2026 and 0 at December 31, 2025, respectively        
Common stock, $.00001 par value, 500,000,000 shares authorized, 502,839 shares issued and outstanding at June 30, 2026 and 25,709 at December 31, 2025, respectively        
Capital in excess of par value   424,173    414,683 
Accumulated deficit   (405,532)   (398,925)
Total shareholders’ equity   18,641    15,758 
Total liabilities, mezzanine equity and shareholders’ equity  $26,166   $27,023 

 

 

 

 

22nd CENTURY GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(amounts in thousands, except share and per-share data)

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2026   2025   2026   2025 
Revenues, net  $2,864   $4,083   $6,970   $10,039 
Cost of goods sold   1,621    2,863    3,546    5,747 
Excise taxes and fees on products   1,536    1,855    4,351    5,536 
Gross loss   (293)   (635)   (927)   (1,244)
Operating expenses:                    
Sales, general and administrative   2,703    2,119    4,822    3,918 
Research and development   295    227    580    390 
Total operating expenses   2,998    2,346    5,402    4,308 
Operating loss from continuing operations   (3,291)   (2,981)   (6,329)   (5,552)
Other income (expense):                    
Other expense       (12)       (174)
Interest income   43    14    74    30 
Interest expense   (17)   (351)   (29)   (909)
Total other income (expense), net   26    (349)   45    (1,053)
Loss from continuing operations before income taxes   (3,265)   (3,330)   (6,284)   (6,605)
(Benefit) provision for income taxes       (34)       (34)
Net loss from continuing operations  $(3,265)  $(3,296)  $(6,284)  $(6,571)
                     
Discontinued operations:                    
Loss from discontinued operations before income taxes  $(81)  $(111)  $(323)  $(1,164)
Provision for income taxes                
Net loss from discontinued operations  $(81)  $(111)  $(323)  $(1,164)
                     
Net loss  $(3,346)  $(3,407)  $(6,607)  $(7,735)
Comprehensive loss  $(3,346)  $(3,407)  $(6,607)  $(7,735)
                     
Net loss  $(3,346)  $(3,407)  $(6,607)  $(7,735)
Deemed dividends   (17,545)       (18,134)    
Dividend for redemption of Series A Convertible Preferred Stock           (6,916)    
Dividend for redemption of Series B Convertible Preferred Stock   (870)       (870)    
Net loss available to common shareholders  $(21,761)  $(3,407)  $(32,527)  $(7,735)
                     
Basic and diluted loss per share:                    
Basic and diluted loss per common share from continuing operations  $(15.60)  $(3,279.60)  $(52.33)  $(9,267.98)
Basic and diluted loss per common share from discontinued operations  $(0.39)  $(110.45)  $(2.69)  $(1,641.75)
Basic and diluted loss available to common shareholders per common share  $(104.00)  $(3,390.05)  $(270.84)  $(10,909.73)
                     
Weighted average shares outstanding - basic and diluted   209,241    1,005    120,095    709 

 

 

 

 

Table A – Reconciliations of Non-GAAP Measures

(dollars in thousands, except share and per-share data)

 

Below is a table containing information relating to the Company’s Net loss, EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025, including a reconciliation of these Non-GAAP measures for such periods.

 

   Three Months Ended 
   June 30, 
   Amounts in thousands ($000’s) 
   except share and per share data 
   (UNAUDITED) 
           $ Change 
   2026   2025   fav / (unfav)1 
Net loss from continuing operations  $(3,265)  $(3,296)  $31 
Interest (income)/expense, net   (26)   337    (363)
Provision (benefit) for income taxes       (34)   34 
Amortization and depreciation   209    234    (25)
EBITDA  $(3,082)  $(2,759)  $(323)
Adjustments:               
Change in fair value of warrant liabilities       12    (12)
Excise taxes and fees on products - MSA NPM settlement credits   (692)        
Equity-based employee compensation expense   271    107    164 
Adjusted EBITDA  $(3,503)  $(2,640)  $(863)
                
Adjusted EBITDA loss per common share  $(16.74)  $(2,625.17)  $2,608.42 
Weighted average common shares outstanding - basic and diluted   209,241    1,005      

 

   Six Months Ended 
   June 30, 
   Amounts in thousands ($000’s) 
   except share and per share data 
   (UNAUDITED) 
           $ Change 
   2026   2025   fav / (unfav)1 
Net loss from continuing operations  $(6,284)  $(6,571)  $287 
Interest (income)/expense, net   (45)   879    (924)
Provision (benefit) for income taxes       (34)   34 
Amortization and depreciation   415    459    (44)
EBITDA  $(5,914)  $(5,267)  $(647)
Adjustments:               
Change in fair value of warrant liabilities       174    (174)
Excise taxes and fees on products - MSA NPM settlement credits   (692)       (692)
Equity-based employee compensation expense   508    133    375 
Adjusted EBITDA  $(6,098)  $(4,960)  $(1,138)
                
Adjusted EBITDA loss per common share  $(50.78)  $(6,994.27)  $6,943.49 
Weighted average common shares outstanding - basic and diluted   120,095    709      

 

1Fav = Favorable variance, which increases EBITDA and Adjusted EBITDA; Unfav = unfavorable variance, which reduces EBITDA and Adjusted EBITDA

 

 

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