0001347858false00013478582024-08-132024-08-13

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, 2024

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: (716) 270-1523

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 2.02

Disclosure of Results of Operations and Financial Condition

On August 13, 2024, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended June 30, 2024. 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, 2024

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/ Daniel A. Otto

Date: August 13, 2024

Daniel A. Otto

 

Chief Financial Officer

Exhibit 99.1

22nd Century Group Reports Second Quarter 2024 Financial Results

Path to Cash Positive Operations in Q1 2025  

Continued Fiscal Discipline with 2Q24 Financial Results

Reduced Net Debt by ~$6.3 Million Year-to-Date

MOCKSVILLE, N.C., August 13, 2024 — 22nd Century Group, Inc. (Nasdaq: XXII) today announced results for the second quarter ended June 30, 2024, and provided an update on recent business highlights.

Second Quarter 2024 Financial Results (compared to First Quarter 2024, 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 franchise in late 2023.

Net revenues increased sequentially by 22.8% to $7.9 million, compared to $6.5 million.
Gross profit was $0.6 million, compared to $(1.1) million.
Operating loss declined 53.8% to $2.0 million, compared to $4.4 million.
Net loss decreased 61.4% to $2.2 million, compared to $5.5 million.
Basic and diluted EPS improved to $(0.30), compared to $($1.72).
Adjusted EBITDA declined to a loss of $2.6 million, from a loss of $3.5 million.

“The second quarter financial results demonstrate our ongoing progress in the rapid transformation of 22nd Century’s operations, including improved revenues based on many new CMO opportunities, positive gross profit, and significantly reduced operating expenses for our Company,” said Larry Firestone, Chairman and CEO. “Our revenue growth from new contract volumes we have secured will continue to ramp in the latter half of fiscal 2024 as we work to achieve cash positive operations by the first quarter of 2025. Additionally, our emphasis on debt reduction and improvements to the balance sheet have allowed us to focus our cash resources on operating the business.”

Second Quarter 2024 - Discussion of Product Line Net Revenues

Cigarette net revenues, including export volume, increased to $4.1 million or 8% compared to $3.8 million in the prior year comparable period on neutral volume increases. Q2 2024 cigarette sales benefitted from strong summer seasonal demand with key customers, price increases that took effect in April 2024 and a one-time Spectrum® research cigarette order which provided a $0.9 million boost.
Filtered cigars net revenues decreased to $3.3 million, compared to $3.9 million in the prior year comparable period, reflecting lower volumes as the Company continues to transition away from low or negative margin manufacturing agreements, in favor of higher margin cigarette manufacturing agreements. Additionally, price increases for certain customers took effect in April 2024.
Cigarillo distribution net revenues amounted to $0.6 million, reflective of the expanded Pinnacle branded product offerings launched in Q2 2024 with a top-five national convenience store chain.
VLN® cigarette net revenues were negligible in the second quarter, a decrease from the comparable prior year period which benefited from stocking orders with major c-stores. While the Company has secured broad distribution of its VLN® products, the sell-through has not yet materialized. [The Company is making changes to rebrand and relaunch its VLN® products, which will be discussed further on the conference call noted below.]

Conference Call

22nd Century will host a live webcast today at 8:00 a.m. E.T. to discuss its second quarter 2024 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

    

2024

    

2023

    

$

%

Revenues, net

$

7,947

$

8,050

(103)

(1.3)

Gross profit (loss)

$

570

$

(961)

1,531

(159.3)

Operating loss

$

(2,047)

$

(12,043)

9,996

(83.0)

Net loss from continuing operations

$

(2,214)

$

(13,708)

11,494

(83.8)

Basic and diluted loss per common share from continuing operations

$

(0.30)

$

(15.61)

15

(98.1)

Adjusted EBITDA (a)

$

(2,589)

$

(10,251)

7,662

74.7

Six Months Ended

June 30, 

Change

2024

    

2023

    

$

%

Revenues, net

$

14,416

$

16,977

(2,561)

(15.1)

Gross profit (loss)

$

(559)

$

(944)

385

(40.8)

Operating loss

$

(6,481)

$

(22,446)

15,965

(71.1)

Net loss from continuing operations

$

(7,664)

$

(24,537)

16,873

(68.8)

Basic and diluted loss per common share from continuing operations

$

(1.44)

$

(28.46)

27

(94.9)

Adjusted EBITDA (a)

$

(6,089)

$

(19,213)

13,124

68.3

(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, 

    

2024

2023

Change

$

Cartons

$

Cartons

$

Cartons

Contract Manufacturing

Cigarettes

4,107

169

3,797

155

310

14

Filtered Cigars

3,303

459

3,931

612

(628)

(153)

Cigarillos

552

91

-

-

552

91

Total Contract Manufacturing

7,962

719

7,728

767

234

(48)

VLN®*

(15)

0

322

8

(337)

(8)

Total Product Line Revenues

7,947

719

8,050

774

(103)

(56)

*VLN® sales for the three-month period ended June 30, 2024 were negligible, offset by promotion and rebate expenses accruals.

Six Months Ended

June 30, 

2024

2023

Change

$

Cartons

$

Cartons

$

Cartons

Contract Manufacturing

Cigarettes

6,867

260

8,286

436

(1,419)

(176)

Filtered Cigars

6,927

995

8,326

1,316

(1,399)

(321)

Cigarillos

552

91

-

-

552

91

Total Contract Manufacturing

14,346

1,346

16,612

1,752

(2,266)

(406)

VLN®

70

2

365

9

(295)

(7)

Total Product Line Revenues

14,416

1,348

16,977

1,761

(2,561)

(413)


About 22nd Century Group, Inc.

22nd Century Group, Inc. (NASDAQ: XXII) is an agricultural biotechnology company focused on tobacco harm reduction by offering tobacco products with 95% less nicotine, designed to improve health and wellness by helping smokers smoke less.  Backed by comprehensive and extensively patented technologies that regulate nicotine biosynthesis activities in the tobacco plant, the Company has pioneered the development of high-yield, proprietary reduced nicotine content (RNC) tobacco plants and clinically validated RNC cigarette products. The Company received the first and only FDA Modified Risk Tobacco Product (MRTP) authorization for a combustible cigarette in December 2021. The Company is a subsequent participating manufacturer under the Master Settlement Agreement ("MSA") and vertically integrated for the production of both its own products and contract manufacturing operations ("CMO"), which consist primarily of branded filtered cigars and conventional cigarettes.

Learn more at xxiicentury.com, on Twitter, on LinkedIn, and on YouTube.

Learn more about VLN® at tryvln.com.

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, 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.

Net total debt is calculated as total principal amount of debt outstanding less cash and cash equivalents. In addition to the performance measures identified above, we believe that net total debt provides a meaningful measure of liquidity and a useful basis for assessing our ability to fund our activities, including the financing of scheduled debt repayments.

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 strategic alternatives and cost reduction initiatives, (ii) our expectations regarding regulatory enforcement, including our ability to receive an exemption from new regulations, (iii) our financial and operating performance and (iv) our expectations for our business interruption insurance claim. 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 28, 2024, and in the Company’s Quarterly Report filed on May 15, 2024. 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.

Investor Relations & Media Contact
Matt Kreps

Investor Relations

22nd Century Group

mkreps@xxiicentury.com

214-597-8200


22nd CENTURY GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

June 30, 

December 31, 

    

2024

    

2023

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

1,279

$

2,058

Accounts receivable, net

 

2,448

 

1,671

Inventories

 

2,664

 

4,346

Insurance recoveries

 

3,768

 

3,768

GVB promissory note

 

500

 

2,000

Prepaid expenses and other current assets

 

1,767

 

1,180

Current assets of discontinued operations held for sale

 

1,058

 

1,254

Total current assets

 

13,484

 

16,277

Property, plant and equipment, net

 

3,093

 

3,393

Operating lease right-of-use assets, net

 

1,769

 

1,894

Intangible assets, net

 

5,728

 

5,924

Other assets

15

 

15

Total assets

$

24,089

$

27,503

 

  

 

  

LIABILITIES AND SHAREHOLDERS' DEFICIT

 

  

 

  

Current liabilities:

 

  

 

  

Notes and loans payable - current

$

877

$

543

Current portion of long-term debt

1,500

5,848

Operating lease obligations

 

245

 

231

Accounts payable

 

3,893

 

4,445

Accrued expenses

 

884

 

1,322

Accrued litigation

 

3,768

 

3,768

Accrued payroll

 

300

 

883

Accrued excise taxes and fees

 

2,510

 

2,234

Deferred income

389

726

Other current liabilities

 

309

 

1,849

Current liabilities of discontinued operations held for sale

 

1,397

 

3,185

Total current liabilities

 

16,072

 

25,034

Long-term liabilities:

 

  

 

  

Operating lease obligations

 

1,571

 

1,698

Long-term debt

6,046

8,058

Other long-term liabilities

1,355

1,123

Total liabilities

25,044

35,914

Shareholders' equity (deficit)

 

  

 

  

Preferred stock, $.00001 par value, 10,000,000 shares authorized

 

  

 

  

Common stock, $.00001 par value, 250,000,000 shares authorized

 

  

 

  

Capital stock issued and outstanding:

 

  

 

  

9,272,518 common shares (2,720,437 at December 31, 2023)

 

 

Common stock, par value

Capital in excess of par value

 

384,603

 

370,297

Accumulated deficit

 

(385,558)

 

(378,707)

Total shareholders' deficit

 

(955)

 

(8,410)

Total liabilities and shareholders’ deficit

$

24,089

$

27,503


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, 

    

2024

    

2023

    

2024

    

2023

Revenues, net

$

7,947

$

8,050

$

14,416

$

16,977

Cost of goods sold

3,869

 

4,682

8,082

9,407

Excise taxes and fees on products

 

3,508

 

4,329

 

6,893

 

8,514

Gross (loss) profit

 

570

 

(961)

 

(559)

 

(944)

Operating expenses:

 

  

 

  

 

 

Sales, general and administrative

 

2,360

 

10,283

 

5,266

 

20,119

Research and development

 

250

 

799

 

675

 

1,529

Other operating expense (income), net

7

 

 

(19)

 

(146)

Total operating expenses

 

2,617

 

11,082

 

5,922

 

21,502

Operating loss from continuing operations

 

(2,047)

 

(12,043)

 

(6,481)

 

(22,446)

Other income (expense):

 

  

 

  

 

 

Other income (expense), net

 

339

 

(613)

 

339

 

(768)

Interest income, net

 

21

 

65

 

21

 

122

Interest expense

 

(501)

 

(1,071)

 

(1,517)

 

(1,399)

Total other expense

 

(141)

 

(1,619)

 

(1,157)

 

(2,045)

Loss from continuing operations before income taxes

 

(2,188)

(13,662)

 

(7,638)

(24,491)

Provision for income taxes

 

26

46

 

26

 

46

Net loss from continuing operations

$

(2,214)

$

(13,708)

$

(7,664)

$

(24,537)

Discontinued operations:

Income (loss) from discontinued operations before income taxes

$

1,102

$

(6,831)

$

813

$

(14,184)

Provision (benefit) for income taxes

Net income (loss) from discontinued operations

$

1,102

$

(6,831)

$

813

$

(14,184)

Net loss

$

(1,112)

$

(20,539)

$

(6,851)

$

(38,721)

Deemed dividends

(445)

(367)

(4,034)

(367)

Net loss available to common shareholders

$

(1,557)

$

(20,906)

$

(10,885)

$

(39,088)

Basic and diluted loss per common share from continuing operations

$

(0.30)

$

(15.61)

$

(1.44)

$

(28.46)

Basic and diluted loss per common share from discontinued operations

$

0.15

$

(7.78)

$

0.15

$

(16.45)

Basic and diluted loss per common share from deemed dividends

$

(0.06)

$

(0.42)

$

(0.76)

$

(0.43)

Basic and diluted loss per common share

$

(0.21)

$

(23.81)

$

(2.05)

$

(45.34)

Weighted average common shares outstanding - basic and diluted

 

7,449,706

878,171

5,307,471

862,177

Net loss

$

(1,112)

$

(20,539)

$

(6,851)

$

(38,721)

Other comprehensive income:

 

  

 

  

 

 

Unrealized gain on short-term investment securities

 

 

10

 

 

71

Foreign currency translation

 

 

42

 

 

38

Reclassification of realized losses to net loss

 

 

28

 

 

41

Other comprehensive income

80

150

Comprehensive loss

$

(1,112)

$

(20,459)

$

(6,851)

$

(38,571)


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 month periods ended June 30, 2024 and 2023, including a reconciliation of these Non-GAAP measures for such periods.

(UNAUDITED)

Three Months Ended

    

June 30, 

    

$ Change 

2024

2023

fav / (unfav)1

Net loss from continuing operations

$

(2,214)

$

(13,708)

 

$

11,494

Interest (income)/expense, net

479

1,006

 

(527)

Provision (benefit) for income taxes

26

46

(20)

Amortization and depreciation

248

365

(117)

EBITDA

$

(1,461)

$

(12,291)

 

$

10,830

Adjustments:

Restructuring and impairment

(319)

(319)

Change in fair value of derivative liabilities

(541)

(541)

Change in fair value of warrant liabilities

(324)

584

(908)

Equity-based employee compensation expense

56

1,456

(1,400)

Adjusted EBITDA

$

(2,589)

$

(10,251)

 

$

7,662

Adjusted EBITDA loss per common share

$

(0.35)

$

(11.67)

$

11.33

Weighted average common shares outstanding - basic and diluted

7,449,706

878,171

(UNAUDITED)

Six Months Ended

    

June 30, 

    

$ Change 

2024

2023

fav / (unfav)1

Net loss from continuing operations

$

(7,664)

$

(24,537)

 

$

16,873

Interest (income)/expense, net

1,495

1,277

 

218

Provision (benefit) for income taxes

26

46

(20)

Amortization and depreciation

514

726

(212)

EBITDA

$

(5,629)

$

(22,488)

 

$

16,859

Adjustments:

Restructuring and impairment

(345)

 

(345)

Inventory write-down

431

 

431

Change in fair value of derivative liabilities

(459)

 

(459)

Change in fair value of warrant liabilities

(324)

723

 

(1,047)

Equity-based employee compensation expense

237

2,552

 

(2,315)

Adjusted EBITDA

$

(6,089)

$

(19,213)

 

$

13,124

Adjusted EBITDA loss per common share

$

(1.15)

$

(22.28)

$

21.14

Weighted average common shares outstanding - basic and diluted

5,307,471

862,177

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

Table B: Net Total Debt Reconciliation

(dollars in thousands)

June 30, 

December 31, 

2024

    

2023

Total debt

$

7,546

$

13,906

Add: debt discounts and deferred issuance costs included in total debt

779

1,453

Total principal amount of debt outstanding

8,325

15,359

Less: Cash and cash equivalents

1,279

2,058

Net total debt (Non-GAAP)

$

7,046

$

13,301


v3.24.2.u1
Document and Entity Information
Aug. 13, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Aug. 13, 2024
Entity File Number 001-36338
Entity Registrant Name 22nd Century Group, Inc.
Entity Incorporation, State or Country Code NV
Entity Tax Identification Number 98-0468420
Entity Address, Address Line One 321 Farmington Road
Entity Address, State or Province NC
Entity Address, City or Town Mocksville
Entity Address, Postal Zip Code 27028
City Area Code 716
Local Phone Number 270-1523
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.00001 par value
Trading Symbol XXII
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001347858
Amendment Flag false

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