Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days. Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). As of May 1, 2026, there were 4,455,649 shares of common stock issued and outstanding. 22nd CENTURY GROUP, INC. 22nd CENTURY GROUP,INC.CONDENSED CONSOLIDATED BALANCE SHEETS Mezzanine equity: 22nd CENTURY GROUP,INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 22nd CENTURY GROUP,INC.CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, SHAREHOLDERS’EQUITY AND 22nd CENTURY GROUP,INC.NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch31,2026(Unaudited) NOTE1.-NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation– 22nd Century Group, Inc. (together with its consolidated subsidiaries, “22ndCenturyGroup” or the “Company”) is a Nevada corporation publicly traded on the NASDAQ Capital Market under the symbol“XXII.” 22nd Century Group is a tobacco products company with sales and distribution of the Company’s ownbranded tobacco products and contract manufacturing services for third-party brands. The Company’s flagship TheaccompanyingCondensed Consolidated Financial Statements are presented in accordance with the rulesand regulations of theUnited States ("U.S.") Securities and Exchange Commission ("SEC")and do not include all ofthe disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in the In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments(consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Companyfor the periods presented. The results for interim periods are not necessarily indicative of results or trends that may beexpected for the entire fiscal year.The Condensed Consolidated Financial Statements were prepared using U.S. GAAP, Liquidity and Capital Resources –The Condensed Consolidated Financial Statements have been prepared inaccordance with generally accepted accounting principles applicable to a going concern, which contemplates the The Company has incurred significant losses and negative cash flows from operations since inception andexpects to incur additional losses until such time that it can generate significant revenue and profit in its tobaccobusiness. The Company had negative cash flow from operations of $3,103 and $2,976 for the three months endedMarch31,2026 and 2025, respectively, and an accumulated deficit of $402,186 and $398,925 as of March31,2026 Given the Company’s projected operating requirements and its existing cash and cash equivalents, there issubstantial doubt about the Company’s ability to continue as a going concern through one year following the date that In response to these conditions, management continues to evaluate different strategies for reducing expenses,as well as pursuing financing strategies which include raising additional funds through the issuance of debt or equitysecurities, asset sales, and through arrangements with strategic partners. If capital is not available to the Companywhen, and in the amounts needed, it could be required to liquidate inventory, cease or curtail operations, or seek The Condensed Consolidated Financial Statements do not include any adjustments relating to therecoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might Table of Contents Other Significant Risks and Uncertainties- The Company is subject to a number of risks, including, but notlimited to, the lack of available capital; unsuccessful commercialization strategy and launch plans for the Company’s Reclassifications– The Company has revised the presentation an