8-K

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): November 4, 2021

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.)
500 Seneca Street, Suite 507, Buffalo, New York (Address of Principal Executive Office)		14204 (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 November 4, 2021, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended September 30, 2021. 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 November 4, 2021

Exhibit 99.2 Supplemental financial information for earnings release dated November 4, 2021

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/ James A. Mish
Date: November 4, 2021	James A. Mish
	Chief Executive Officer

EX-99.1

Exhibit 99.1

22nd Century Group Reports Business Highlights and Financial Results for the Third Quarter 2021

● Meeting Held October 14 with Senior Level Staff at FDA

● Company’s Confidence in a Positive MRTP Application Outcome and Timing at Its Highest Level

● Monetizing Hemp/Cannabis Plant Lines and IP Beginning in the Fourth Quarter of 2021

● Introduced Hops as the Third Plant-Based Franchise, Expanding Total Addressable Markets to $1.3 Trillion

● Record Year-to-Date Net Sales of $23.0 Million, Up 11% From Year-To-Date of 2020

● Executing From a Strong Financial Position with Cash and Cash Equivalents of $55.2 Million as of September 30, 2021

● Uplisted Common Shares to the Nasdaq Capital Market (“Nasdaq”) Under the Symbol, “XXII”

BUFFALO, N.Y., November 4, 2021 (Globe Newswire) — 22nd Century Group, Inc. (Nasdaq: XXII), a leading agricultural biotechnology company focused on tobacco harm reduction, reduced nicotine tobacco, and improving health and wellness through plant science, today reported results for the third quarter ended September 30, 2021, and provided an update on recent business highlights. The Company will host a live audio webcast today at 10:00 a.m. ET.

“I am proud of the tremendous progress we have made during 2021 as we complete the final step to MRTP authorization of our VLN^® reduced nicotine tobacco cigarettes and begin to monetize our highly disruptive hemp/cannabis plant lines and IP,” said James A. Mish, chief executive officer of 22nd Century Group.

Mish added, “We are closer than ever to accomplishing our mission to reduce the harm caused by smoking. Our decision to maintain a collaborative approach with the FDA is moving our MRTP application forward. Based on our recent positive discussion with senior-level staff at FDA on October 14, our confidence in our MRTP application outcome and timing is at its highest level. We are ready to immediately scale production of our VLN^® products for launch in both the U.S. and international markets, and we are eager to bring VLN^® to adult smokers in the U.S. and globally to help address the overwhelming amount of death and disease caused by smoking.”

Key Financial and Business Highlights

Tobacco Franchise

● Securing MRTP designation for VLN^® remains 22nd Century’s number one priority. 22nd Century possesses the expertise to navigate the MRTP application process to a successful conclusion as evidenced by the positive and collaborative exchanges with FDA and throughout the process.

o The Company held a successful meeting with the FDA on October 14, 2021, regarding its MRTP application.

o Following the meeting, and in conjunction with recent Center for Tobacco Products (CTP) activity, the Company’s confidence in a positive outcome for its MRTP application and timing is at its highest level to date.

o Evidenced by the Agency’s recent authorization of e-cigarettes and other nicotine products, the FDA continues to demonstrate its ongoing commitment to advance its Comprehensive Plan for Tobacco and Nicotine Regulation requiring that all cigarettes be made “minimally or non-addictive.” 22nd Century’s MRTP authorization and the launch of VLN^® will serve as a vanguard for the FDA’s proposed mandate to cap the levels of nicotine in combustible cigarettes.

o Under these product standards, 22nd Century would have the only cigarette able to meet the reduced nicotine mandate on day one and, with the FDA’s determination that the Company’s reduced nicotine content cigarettes are “appropriate for the protection of health” under the PMTA pathway, the Company could have the only combustible menthol cigarette exempt from the FDA’s proposed menthol cigarette ban.

o 22nd Century Group applauds the potential nomination of Dr. Robert Califf for FDA commissioner. Califf participated in an event hosted by STAT on March 12, 2021 where four former FDA commissioners urged the Biden administration to get tough on tobacco and move forward quickly with the reduced nicotine mandate and menthol ban.

● VLN^® is market-ready. The Company’s U.S. pilot program and manufacturing capabilities are in place to launch VLN^® in the U.S. within 90 days of receiving MRTP designation. The Company plans to position VLN^® in the premium pricing segment of the cigarette market and, therefore, expects it to deliver corresponding margins.

● The Company continued its international launch process for VLN^®. The Company is focusing on several of the leading markets in Asia and a test market in Europe. These markets have a strong affinity for new, modified risk tobacco products and will likely require minimal interaction with regulators to launch VLN®. Sales to local partners in one or more markets are expected to begin in the first quarter of 2022. The Company also plans to establish a company branch in New Zealand.

● The Company has expanded its strategic discussions to include pharmaceutical partnership opportunities where reduced nicotine cigarettes may provide synergistic benefits to other products already marketed to address tobacco harm reduction.

● 22nd Century’s growth in tobacco contract manufacturing volumes and disciplined operations continued in the third quarter and confirms readiness of the Company’s operations ahead of VLN^® launching:

o In July 2021, the Company announced that it had secured a substantial new agreement with a tobacco industry partner that specializes in exporting cigarettes to countries outside the United States.

o In October 2021, the Company secured an additional new contract manufacturing customer.

o The Company has completed the expansion of its in-house nicotine content testing capabilities, which allows for rapid, in-house analysis of its tobacco. This initiative improves the cost per VLN^® sample by more than 90% while significantly reducing the lead time to uncover key data. Internal testing of the Company’s current crop of VLN^® leaf commenced in August using the newly installed testing equipment.

o The assets needed to manufacture research cigarettes and VLN^® are generating profits and cash flow ahead of the MRTP authorization.

● The Company’s record VLN^® tobacco growing program in the U.S. is driven by the Company’s latest sales projections. The new crop and the Company’s existing inventory of VLN^® tobacco are earmarked for the launch and sales of VLN^® cigarettes.

● 22nd Century Group has signed a partnership agreement to grow VLN^® in the southern hemisphere providing the Company with year-round growing capabilities.

● 22nd Century Group continues to leverage its non-GMO technology to rapidly introduce reduced nicotine traits into virtually any variety of tobacco. The Company will begin planting its non-GMO VLN^® varieties at commercial scale, including Bright and Burley varieties, in 2022.

● The Company submitted its formal response to the New Zealand Ministry of Health’s Smokefree Aotearoa 2025 Action Plan. This follows the release of a new proposal by the New Zealand Ministry of Health Manatū Hauora that calls for reducing the amount of nicotine allowed in smoked tobacco products to “minimal levels.”

Hemp/Cannabis Franchise

● The Company expects to monetize its hemp/cannabis plant lines and IP beginning in the fourth quarter of 2021 with upfront license fees plus revenue from sale of its hemp biomass and extract from the current crop harvested at Needle Rock Farms. Next-generation, disruptive plant lines and IP are being accelerated for 2022 and 2023 revenue programs.

● During the quarter, 22nd Century Group and KeyGene reached a collaborative agreement with the National Institute of Science and Technology (NIST) to establish the first-ever quality and measurement standards for cannabinoids, terpenes, and other compounds across the hemp/cannabis industry. Through the Company’s collaboration with KeyGene, the two partners will provide diverse lines of cannabis plants containing varying levels of cannabinoid profiles and compounds. Utilizing these samples, NIST will establish quality standards for the entire hemp/cannabis industry, distinguishing higher quality products from the saturated marketplace. The collaboration is pivotal to the growth of the hemp/cannabis industry as there is a need for consistent, stable cannabinoids, terpenes, and other hemp/cannabis-derived compounds to meet the needs of the life science, medicinal, and pharmaceutical end-use markets.

● The Company is nearing agreements with Aurora relating to both plant development and licensing of shared Anandia IP for biosynthetic cannabinoids.

● 22nd Century added strategic partnerships with the world’s leading alkaloid plant producer-breeders, including Extractas Bioscience, Sawatch Agriculture, and Folium Botanical for next-generation commercial hemp/cannabis plant breeding and commercial scale-up. The partnerships facilitate year-round growing capabilities at locations in both the southern and northern hemispheres.

● The Company now controls the most comprehensive and innovative upstream cannabinoid value chain in the industry, an asset critical to unlocking commercial success for large-scale cultivation and extraction as this emerging industry continues to scale with the continuing success of global legalization and commercialization efforts and the entrants of new players from adjacent industries including tobacco, pharmaceutical, and other consumer products companies.

● 22nd Century Group is in the process of applying for its USDA Organic Certification for its hemp farm, Needle Rock Farms. USDA Organic Certification will allow 22nd Century to command a premium in price and margins for its raw materials.

Hops Franchise

● The Company announced entry into the global specialty hops market, its third and newest plant franchise, on August 30, 2021. Hops is a large global addressable market estimated at more than $500 billion annually that includes well-established hops providers and consumer brands.

● 22nd Century is approximately eight months into its initial hops two-year development cycle and expects monetization of hop plant varieties and IP with upfront license fees beginning in late 2022 to mid-2023.

● 22nd Century is actively engaged in discussions with multiple significant hops grower and consumer product partners to develop specific desired traits in leading hops strains.

● The Company is securing hop plant germplasm for use in breeding, and it is advancing valuable IP on those plants.

● The Company is advancing its hop genome sequencing efforts through its partnership with KeyGene, which has been accelerated by its knowledge of genome sequencing in hemp/cannabis, which is closely related to the hop plant.

● 22nd Century is in the process of establishing a new subsidiary in the Netherlands, 22nd Century Group Europe B.V., to open new revenue opportunities in hops, as well as serve its tobacco and hemp/cannabis plant franchises through an expanded global footprint.

Corporate Business Highlights

● 22nd Century began trading on Nasdaq Capital Markets on August 16, 2021. Uplisting to the Nasdaq aligns the Company with other high-achieving, innovative, and growth-oriented global science and technology companies and enhances the Company’s visibility to a wide audience of institutional investors.

● 22nd Century appointed accomplished life sciences and biotechnology executive Anthony Johnson to its Board of Directors.

● New research coverage of the Company was initiated by Vivien Azer on July 23, 2021. Azer is a leading beverages, tobacco, and cannabis senior analyst at Cowen & Company, LLC.

2021 Third Quarter Financial Results

● Net sales for the third quarter of 2021 were $7.8 million, an increase of 6.9% from $7.3 million in the prior year period. The increase was due to an increase in contract manufacturing sales.

● Gross profit for the third quarter of 2021 improved by $87 thousand, or 24% to $449 thousand compared to the prior year period – a seventh consecutive quarter of year-over-year improvement in gross profit. The improvement in gross margin was primarily the result of increased filtered cigar sales mix due to new customer contracts and price increases on the Company’s contract manufactured cigarettes.

● Total operating expenses for the third quarter of 2021 increased by $3.5 million compared to the prior year period. This was driven by the following:

o Sales, general and administrative expenses increased by $3.6 million compared to the prior year period. This was driven primarily by higher personnel, insurance, financial and strategic consulting costs, and marketing costs. These investments deployed to support, evaluate, and prepare for future opportunities are critical as the Company moves quickly to market readiness in both tobacco and hemp/cannabis.

o Research and development expense for the third quarter of 2021 was favorably lower by $52 thousand compared to the prior year period. This favorability was primarily driven by a tobacco leaf inventory impairment in the prior year period which did not reoccur in the current year period, and lower personnel costs and contract costs partially offset by higher license and contract costs for field trials and patent fees. The Company’s R&D investments are expected to grow in future quarters as the Company continues to accelerate the development of new, highly-differentiated hemp/cannabis plants and expand its R&D efforts to hops.

● Operating loss for the third quarter of 2021 was $(7.9) million, an increase of $3.4 million compared to the prior year period. This was primarily driven by an increase in SG&A and was partially offset by higher gross profit and lower research and development spend in the third quarter of 2021.

● Net loss in the third quarter of 2021 was $(9.4) million, an increase of $5.1 million compared to the prior year period primarily due to an increase in non-cash charges off-set by benefits to other income and expenses, and representing a net loss per share of $(0.06). This compares to the third quarter of 2020 net loss of $(4.2) million, or $(0.03) per share.

● The Company recorded a non-cash unrealized loss of $1.9 million related to its fair value adjustments for investment in Aurora Cannabis stock warrants and investment in Exactus common stock.

Balance Sheet and Liquidity

● For the first nine months of 2021, net cash used in operating activities was $18.2 million, compared to $12.6 million in the prior year period.

● The Company ended the quarter with a cash position of $55.2 million as of September 30, 2021, and the Company’s continued initiatives to manage expenses relative to net sales revenue should provide the Company with additional runway to execute for the foreseeable future

Third Quarter Earnings Conference Call

22nd Century will host a live webcast today at 10:00 a.m. ET to discuss its third quarter 2021 financial results and business highlights. During the webcast, James A. Mish, chief executive officer of 22nd Century Group, together with Michael Zercher, president and chief operating officer, and John Franzino, chief financial officer, will review the Company’s 2021 third quarter results, and an update on progress made in each of the Company’s three franchises.

Following prepared remarks, including an accompanying slide presentation, the Company will host a Q&A session, during which management will accept questions from interested analysts. Investors, shareholders, and members of the media will also have the opportunity to pose questions to management by submitting questions through the interactive webcast during the event.

The live and archived webcast, interactive Q&A, and slide presentation will be accessible on the Events web page in the Company's Investor Relations section of the website, at https://www.xxiicentury.com/investors/events. An archived replay of the webcast and the event transcript will also be available shortly after the live event has concluded.

About 22nd Century Group, Inc.
22nd Century Group, Inc. (Nasdaq: XXII) is a leading agricultural biotechnology company focused on tobacco harm reduction, reduced nicotine tobacco and improving health and wellness through plant science. With dozens of patents allowing it to control nicotine biosynthesis in the tobacco plant, the Company has developed proprietary reduced nicotine content (RNC) tobacco plants and cigarettes, which have become the cornerstone of the FDA’s Comprehensive Plan to address the widespread death and disease caused by smoking. In tobacco, hemp/cannabis, and hop plants, 22nd Century uses modern plant breeding technologies, including genetic engineering, gene-editing, and molecular breeding to deliver solutions for the life science and consumer products industries by creating new, proprietary plants with optimized alkaloid and flavonoid profiles as well as improved yields and valuable agronomic traits.

Learn more at xxiicentury.com, on Twitter @_xxiicentury, and on LinkedIn.

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. 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. 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 11, 2021. 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
Mei Kuo
Director, Communications & Investor Relations
22nd Century Group, Inc.
(716) 300-1221
mkuo@xxiicentury.com

22nd CENTURY GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

($ in thousands, except per-share data)

	September 30,		December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,629	$	1,029
Short-term investment securities		53,532		21,313
Accounts receivable, net		1,179		2,159
Inventory, net		2,703		2,034
Prepaid expenses and other assets		3,131		1,806
Total current assets		62,174		28,341
Property, plant and equipment, net		4,754		2,483
Operating leases right-of-use assets, net		478		247
Intangible assets, net		8,036		8,211
Investments		7,300		6,536
Other assets		3,713		5,876
Total assets	$	86,455	$	51,694
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable	$	1,782	$	539
Operating lease obligations		74		247
Accounts payable		1,443		1,116
Accrued expenses		3,440		4,830
Accrued severance		223		339
Deferred income		—		272
Total current liabilities		6,962		7,343
Long-term liabilities:
Operating lease obligations		407		—
Severance obligations		72		241
Total liabilities		7,441		7,584
Commitments and contingencies (Note 11)
Shareholders' equity
10,000,000 preferred shares, $.00001 par value
300,000,000 common shares, $.00001 par value
Capital stock issued and outstanding:
162,735,483 common shares (139,061,690 at December 31, 2020)
Common stock value		2		1
Capital in excess of par value		243,087		189,439
Accumulated other comprehensive (loss) income		(27)		74
Accumulated deficit		(164,048)		(145,404)
Total shareholders' equity		79,014		44,110
Total liabilities and shareholders’ equity	$	86,455	$	51,694

22nd CENTURY GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

($ in thousands, except per-share data)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue:
Sale of products, net	$	7,811	$	7,310	$	22,988	$	20,803
Cost of goods sold (exclusive of depreciation shown separately below):
Products		7,362		6,948		21,306		19,953
Gross profit (loss)		449		362		1,682		850
Operating expenses:
Research and development		854		906		2,287		2,676
Research and development - MRTP		2		4		16		158
Sales, general and administrative		6,821		3,169		17,827		9,809
Impairment of intangible assets		—		—		—		146
Depreciation		173		160		461		473
Amortization		168		163		471		524
Total operating expenses		8,018		4,402		21,062		13,786
Operating loss		(7,569)		(4,040)		(19,380)		(12,936)
Other income (expense):
Unrealized gain (loss) on investments		(1,900)		(429)		(2,040)		(562)
Impairment of Panacea investment		—		—		—		(1,062)
Gain on Panacea investment conversion		—		—		2,548		—
Gain on the sale of property, plant and equipment		—		1		—		1
Interest income, net		52		270		272		1,344
Interest expense		(23)		(23)		(44)		(54)
Total other income (expense)		(1,871)		(181)		736		(333)
Loss before income taxes		(9,440)		(4,221)		(18,644)		(13,269)
Income taxes		—		—		—		38
Net loss	$	(9,440)	$	(4,221)	$	(18,644)	$	(13,307)
Other comprehensive income (loss):
Unrealized gain (loss) on short-term investment securities		(28)		87		(101)		132
Other comprehensive income (loss)		(28)		87		(101)		132
Comprehensive loss	$	(9,468)	$	(4,134)	$	(18,745)	$	(13,175)
Net loss per common share - basic and diluted	$	(0.06)	$	(0.03)	$	(0.12)	$	(0.10)
Weighted average common shares outstanding - basic and diluted (in thousands)		162,721		138,857		153,998		138,774

Below is a table containing information relating to the Company’s Adjusted EBITDA for the three months and year-to-date ended September 30, 2021 and 2020, including a reconciliation of net (loss) income to Adjusted EBITDA for such periods.

	Quarter Ended
	September 30,
	Dollar Amounts in Thousands ($000's)
						$ Change
	2021		2020			fav / (unfav)
Net loss	$	(9,440)	$	(4,221)	$	(5,219)
Adjustments:
Amortization and depreciation		341		323		18
Unrealized loss (gain) on investment		1,900		429		1,471
Gain on the sale of machinery and equipment		—		(1)		1
Accretion of non cash interest expense		2		4		(2)
Equity-based employee compensation expense		1,119		306		813
Interest income, net		(52)		(270)		218
Interest expense		21		19		2
Adjusted EBITDA	$	(6,109)	$	(3,411)	$	(2,698)

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

	Year-to-date Ended
	September 30,
	Dollar Amounts in Thousands ($000's)
						$ Change
	2021		2020			fav / (unfav)
Net loss	$	(18,644)	$	(13,307)	$	(5,337)
Adjustments:
Impairment of intangible assets		—		146		(146)
Impairment of Panacea investment		—		1,062		(1,062)
Amortization and depreciation		931		997		(66)
Unrealized loss (gain) on investment		2,040		562		1,478
Gain on the sale of machinery and equipment		—		(1)		1
Gain on Panacea investment conversion		(2,548)		—		(2,548)
Accretion of non cash interest expense		6		34		(28)
Equity-based employee compensation expense		2,871		1,162		1,709
Executive and board search fees		—		430		(430)
Interest income, net		(272)		(1,344)		1,072
Interest expense		38		20		18
Adjusted EBITDA	$	(15,578)	$	(10,239)	$	(5,339)

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

Adjusted EBITDA, which the Company defines as earnings before interest, taxes, depreciation and amortization, as adjusted by the Company for certain non-cash and non-operating expenses, as well as certain one-time expenses, is a financial measure not prepared in accordance with generally accepted accounting principles (“GAAP”). In order to calculate Adjusted EBITDA, the Company adjusts the net (loss) income for certain non-cash and non-operating income and expense items listed in the table above in order to measure the Company’s operating performance. The Company believes that Adjusted EBITDA is an important measure that supplements discussions and analysis of its operations and enhances an understanding of its operating performance. While management considers Adjusted EBITDA to be important, it 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, 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.

EX-99.2

Exhibit 99.2

THIRD QUARTER 2021 EARNINGS PRESENTATION November 4, 2021 XXII

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements concerning our business operations, and financial performance and conditions, as well as our plans, objectives, and expectations for our business operations and financial performance and conditions that are subject to risks and uncertainties. All statements other than those of historical fact are forward-looking statements. These types of statements typically contain words such as “aim,” “anticipate,” “assume,” “believe,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “positioned,” “predict,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends. Forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business, the industry in which we operate, and our management’s beliefs and assumptions. 2 These statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those estimated. The contents of this presentation should be considered in conjunction with the risk factors, warnings, and cautionary statements contained in the Company’s annual, quarterly, and other reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

MILESTONE Tobacco Launch VLN® in the U.S. & Select International Markets Hemp/Cannabis Commence Monetization and Expand Plant Lines Hops Disrupt a Valuable Global Market with High - Value Plant Lines KEY DRIVERS ▪ Highest confidence in MTRP outcome and timing following October 14 meeting with senior FDA staff ▪ Advancing VLN® in select international markets for first revenue by Q1 ‘22 ▪ Supply chain ready to immediately scale for both US and international VLN® sales ▪ Record harvest of VLN® tobacco; new grower relationships will enable year - round cultivation ▪ First harvest complete; sales in 4Q 2021 from biomass and IP, 1Q 2022 from distillate/isolate ▪ Readying 2022 lines for planting season, advancing 2023 lines ▪ Secured global breeding partners for year - round plant line development programs ▪ Began application process for USDA Organic Certification ▪ Launching new industry standards efforts in partnership with KeyGene and NIST ▪ Entered highly complementary large global hops market with lower regulatory barriers ▪ Engaged with multiple hops growers and consumer product partners to develop specific desired traits in leading hop strains ▪ Targeting first revenue from IP within 18 months, including milestones 3 $714B 1 +$100B 2 +$500B 3 1. Foundation for a Smoke Free World; https://www.smokefreeworld.org/wp - content/uploads/2019/08/FSFW_Global - Trends - in - Nicotine_6 ..22.2020.pdf 2. Prohibition Partners; “ The Global Cannabis Report – November 2019 ” 3. Research and Markets; “ Analyzing the Global Beer Industry 2019 ” RECENT KEY GROWTH UPDATES

Tobacco Hemp/Cannabis Hops Financials

ADVANCING MRTP PROCESS WITH FDA 5 ▪ A successful meeting with senior level FDA staff was held on October 14, 2021, regarding VLN®’s MRTP application. ▪ The meeting plus recent CTP activity gives the Company its highest confidence in a positive outcome and timing for its MRTP application. ▪ VLN®’s PMTA and pending MRTP affirm its importance to public health, supported by federally funded reduced nicotine cigarette studies. ▪ We are focused on helping smokers reduce their nicotine consumption and smoke less.

SUPPORTING A LOW NICOTINE MANDATE 6 ▪ FDA continues to demonstrate its ongoing commitment to advance its Comprehensive Plan, which includes nicotine and menthol mandates. ▪ Tobacco products fall on a continuum of risk with combustibles being the most harmful and addictive form of nicotine delivery, and menthols being the worst. By banning menthol and reducing nicotine in all cigarettes, the science shows that smokers will more easily quit nicotine or migrate to less toxic products. ▪ 22nd Century could have the only combustible cigarette and IP able to meet the reduced nicotine mandate and possibly the only combustible menthol cigarette exempt from the menthol mandate under its current PMTA. ▪ Potential nomination of Dr. Robert Califf for FDA commissioner is positive news for 22nd Century. Combusted tobacco Extent of use Risk Continuum of Risk Non-combusted tobacco Cessation products No tobacco *Concept model, not to be interpreted as actual tobacco use data. Source: FDA 6 LESS TOXIC NICOTINE PRODUCTS CREATE AN OFF RAMP FOR SMOKERS WHICH WILL BE IMPORTANT ONCE CIGARETTES ARE REQUIRED TO BE NON-ADDICTIVE. 6

22ND CENTURY'S VLN® PILOT WILL EMPHASIZE TRIAL, REPEAT PURCHASE, AND ADVOCACY BY ADULT SMOKERS. U.S. PILOT MARKETS ARE READY FOR LAUNCH Fully prepared for pilot launch leading to national rollout Launch-ready for pilot market sales within 90 days of FDA MRTP authorization, leading to full commercial rollout Advanced discussions with multiple trade and retail partners Pilot program will test, measure, and refine materials to maximize VLN®’s commercial success 62,000 sq. ft. manufacturing facility in NC producing cigarettes in large volume Secured supply chain to support VLN® production needs for commercial launches 7 * Trade dress subject to change

INITIATED LAUNCH PROCESS IN KEY GLOBAL MARKETS; INITIAL REVENUE EXPECTED IN Q1 ‘22 8 ▪ Targeting several key markets in Asia and Europe where regulations will allow us to go to market with claims today or with minimal interaction with regulators ▪ Markets support premium tobacco products and leverage proven distribution partners ▪ Establishing a new branch in New Zealand in support of the nicotine ban mandate ▪ Initiated discussions around possible pharmaceutical partnerships focused on tobacco harm reduction VLN®

Tobacco Hemp/Cannabis Hops Financials

22nd Century Monetization from 2H ‘21 ▪ Off-take commitments for first high CBD and high CBG optimized plant lines harvested in Colorado ▪ Advancing IP revenue opportunities from both proprietary plant lines and Anandia technologies 2022+ Commercial Accelerant Opportunities ▪ Readying multiple next generation plant lines and IP to expand plant lines available in 2022 and 2023 ▪ Pipeline and line of sight to global monetization across medical, recreational, and consumer product applications ADVANCING RAPIDLY ON MONETIZATION AND ADDITIONAL HIGH-VALUE PLANT LINES 10 22nd Century has established a leadership position in genetic IP critical to hemp/cannabis achieving its full commercial potential.

22nd Century’s innovative upstream alkaloid plant value chain is critical to unlocking new disruptive plant lines and IP at large-scale. ACCELERATING COMMERCIALIZATION OF IMPROVED HEMP/CANNABIS AND HOP PLANT LINES Strategic partnerships enable 22nd Century to deliver valuable commercial-scale plant lines and IP in significantly less time than traditional breeding techniques requiring 7 to 10+ years. 11 Plant Profile / Roadmap Plant Biotechnology Plant Breeding & Trials Plant Cultivation Ingredient Extraction, Purification & Standards CannaMetrix’s high-throughput proprietary, human cell-based assay technology serves as a roadmap for developing new plant lines with tailor-made profiles. Established proprietary bioinformatics platform and cutting-edge molecular breeding platform in partnership with KeyGene; capabilities include genetic engineering and plant line development. Multiple partnerships with top global breeders provide 22nd Century with both northern and southern hemisphere, indoor and outdoor, year-round plant breeding and trial capabilities. Colorado farm operations provide 22nd Century with operational assets including plant cultivation capabilities. 22nd Century leverages top extraction and purification services utilizing proprietary plant lines in development. Collaborating with NIST to define industry-wide cannabinoid, terpene, and THC measurement standards and create testing protocols.

Application Targeted Benefit Zero/Undetectable THC and High CBD Zero/Undetectable THC and High CBG Crop loss due to hemp going “hot” (exceeding 0.3% THC content) is a common industry issue. Zero THC helps growers stay under the allowed threshold, reduce crop losses, and reduce processing cost while high CBD and CBG increase yields. Consumers and CPG brands get zero THC content. Stable High THC Targeting disruptive lines with 30-40% stable yield of pure THC, well above unpredictable yields in current strains Yield Enhancement Increase in cannabinoid content in the flower and the rest of the plant for overall increased plant yields Powdery Mildew Resistance Crop loss can be as much as 25% of the crop yield depending on the region, growth method and year. Divaric Acid (CBDV) – A non psychoactive minor cannabinoid with demonstrated anti-epileptic and anti-convulsive action (Epidiolex) Increase of yields of CBDV to a stable 4-8%, making it more accessible for use in medical research and commercialization. Low Terpene and New Terpenes Profiles Reduce the terpenes responsible for undesirable aromas and the development of new combinations of terpenes desirable to consumers 12 KEY INITIAL HEMP/CANNABIS PROGRAMS 22nd Century is advancing a broad funnel of hemp/cannabis plant lines and IP designed to address specific industry needs. 12

Tobacco Hemp/Cannabis Hops Financials

22nd Century is leveraging its experience with tobacco and hemp/cannabis, a close hop relative, to accelerate the development of proprietary specialty hop varieties or valuable traits. ▪ Industry reliance on high-risk traditional breeding techniques ripe for disruption with new accelerated molecular breeding technologies and gene-editing tools ▪ Leveraging research findings from closely related hemp/cannabis plants supports the development of specialty hop varieties with: ▪ Enhanced yield, disease resistance, and other advantageous agronomic traits ▪ Distinctive aroma, flavor, nutraceutical, and medicinal properties ▪ Significant European market and new European subsidiary support geographic expansion and provide additional growth opportunities for the Company’s tobacco and hemp/cannabis operations 14 22ND CENTURY ENTERS LARGE GLOBAL HOPS MARKET

Introduce new agronomic traits to improve disease/pest resistance and plant architecture to increase crop yields in leading hop strains that are already well-accepted by the brewing industry. Increase hops content of hops active molecules that drive the beer industry, such as alpha and beta acids, plus new compounds like terpenoids and flavonoids not generally associated with hops to produce new, disruptive, unique, and proprietary aromatic hop flavor profiles. Increase hops content of active molecules with health and wellness applications as extracts/distillates in functional foods and beverages, nutraceuticals, and pharmaceuticals (xanthohumol and 8-prenylnaringenin). 1 2 3 15 22ND CENTURY’S HOPS VALUE PROPOSITION Hops Growers Industry Leadership Consumer Goods and Nutraceutical Companies We are focused on four key programs to disrupt the hops market: rapid cycle breeding, double haploid, cellular grafting, and mutagenesis.

Application Targeted Benefit Agronomic traits/powdery mildew, downey mildew, fusarium, and wireworm (disease resistance/pest resistance) Crop loss can be as much as 30% of the yield depending on region and year Architecture traits/ratio cone/biomass and lupulin density Success can generate 20-60% increase in yield Consumer traits/Alpha and Beta acids beer are industry drivers Stabilize the content and tailor to meet specific requirements from brewers Terpenoids/flavonoids (oils) are new flavor drivers This trait may have a more significant impact creating new disruptive, unique and proprietary aromatic hops flavor profiles for the brewing industry. Xanthohumol and 8-prenylnaringenin potential nutraceuticals and pharmaceuticals Addressing a broad range of opportunities including managing anxiety, inducing calm, addressing sleeping disorders, resolving stomach problems, and other wellness applications 22nd Century is actively engaged in discussions with multiple hops growers and consumer product partners to develop specific desired traits. 16 KEY INITIAL HOPS OPPORTUNITIES

Tobacco Hemp/Cannabis Hops Financials

THIRD QUARTER 2021 FINANCIAL HIGHLIGHTS Net Sales Gross Profit Gross Profit Margin Operating Loss Cash and Cash Equivalents 3Q 2021 $7.8M $449K 5.7% $(7.6)M $55.2M 3Q 2020 $7.3M $362K 5.0% $(4.0)M $26.8M 18 22nd Century Group currently generates revenue from tobacco contract manufacturing operations (CMO), self-funding the cost of facilities needed to manufacture research cigarettes and its reduced nicotine tobacco products ahead of U.S. and global launch.

FINANCIAL SNAPSHOT 19 $ in millions Select Financials Three Months Ended September 30, 2021 2020 Net sales revenue $7.8 $ 7.3 Gross Profit $0 .4 $0.4 Operating loss $ (7.6) $ (4.0) Net loss $ (9.4) $ (4.2) Net loss per common share - basic and diluted $ (0.06) $ (0.03) Weighted average common shares outstanding – basic and diluted (in thousands) 162,721 138,857 Summary Balance Sheet Items Quarter Ended September 30, 2021 December 31, 2020 Cash and cash equivalents1 $ 55.1 $22.3 Total assets2 $ 86.5 $51.7 Total liabilities3 $ 7.4 $7.6 Total shareholders' equity4 $ 79.0 $44.1 1. Cash and cash equivalents includes short-term investment securities. 2. Total assets is the sum of total current assets, total property, plant and equipment, and total other assets including intangible assets, net, Investments and convertible note. 3. Total liabilities includes current liabilities and long-term liabilities and excludes shareholders’ equity. 4. Total shareholders’ equity excludes any liabilities.

2021 PRIORITIES & AREAS OF FOCUS 20 Tobacco Franchise Hemp/Cannabis & Hops Franchises Financial Secure MRTP in U.S.; Advance International Launch ▪ VLN® pilot programs ready to launch ▪ Engaging with multiple distribution partners to support national launch capabilities ▪ Ramping manufacturing capabilities ▪ Moving ahead with international launches 01 Complete upstream cannabinoid capabilities ▪ Monetize our hemp/cannabis IP beginning in 2021 and accelerate next generation plant lines for 2022 and 2023 ▪ Have now assembled the most complete upstream capability in the industry 03 04 Launching third franchise - hops ▪ Large, robust addressable market ▪ Faster route to commercialization than first two franchises ▪ Targeting specific applications and benefits of interest to key hops growers Maintain efficient operating structure and balance sheet strength ▪ Balance sheet with $55 million in growth capital to support product launch ▪ and commercialization ▪ Deploying capital to fuel U.S. VLN® launch readiness, commence international sales of VLN®, accelerate cannabis commercialization, and launch third franchise 05 02 Support, advance, and advocate for proposed nicotine cap mandate for all combustibles ▪ Favorable political climate ▪ Advancing licensing and partnership initiatives to support industry adoption

21 Q&A

CONTACT INFORMATION INVESTOR RELATIONS & MEDIA CONTACT Mei Kuo Director, Communications & Investor Relations 22nd Century Group, Inc. (716) 300-1221 mkuo@xxiicentury.com

XML

Document and Entity Information	Nov. 04, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 04, 2021
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	500 Seneca Street
Entity Address, Adress Line Two	Suite 507
Entity Address, State or Province	NY
Entity Address, City or Town	Buffalo
Entity Address, Postal Zip Code	14204
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