8-K
22nd Century Group, Inc. (XXII)
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
Dateof Report (Date of earliest event reported): August 14, 2025
22ndCentury Group, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-36338 | 98-0468420 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
| 321 Farmington Road, Mocksville, North Carolina<br><br> <br>(Address<br> of Principal Executive Office) | 27028<br><br> <br>(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, $0.00001 par value | XXII | NASDAQ<br> 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 14, 2025, 22nd Century Group, Inc. (the “Company”) issued an earnings release for the quarter ended June 30, 2025. 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<br> 99.1 | Earnings release dated August 14, 2025 |
| 104 | Cover<br> 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:<br> August 14, 2025 | Daniel<br> A. Otto |
| Chief<br> Financial Officer |
Exhibit99.1
22ndCentury Group Reports Second Quarter 2025 Financial Results
VLN®Early Adoption Commercial Activity Expands with Two Partner Brand Launches in Progress – Smoker Friendly and Pinnacle
CommencedPinnacle VLN® Stocking Shipments for Almost 1,000 Locations of Top-5 C-Store Customer, Additional Locations to Come
SignificantlyExpanded State Authorizations for both Reduced Nicotine Content and Conventional Products
HighMargin Branded Products Business Model Set to Grow Profitably
MOCKSVILLE,N.C., August 14, 2025 —22nd Century Group, Inc. (Nasdaq: XXII), the only tobacco products company that has for 27 years led and continues to lead the fight against the harms of smoking driven by nicotine addiction, today announced results for the second quarter-ended June 30, 2025, and provided an update on recent business highlights.
“22nd Century has truly transformed into a purpose-built tobacco harm reduction company built around our proprietary reduced nicotine content tobacco strains underlying our VLN® products – the first and only FDA authorized product that already meets the FDA’s proposed new standard for nicotine content. Decades of research show that our proprietary reduced nicotine products stand apart from the rest of the industry by actually helping people addicted to nicotine control their nicotine consumption and are able to reduce their smoking habit and could improve their opportunity for healthier lifestyles,” said Larry Firestone, CEO of 22nd Century Group.
“Our partners that are carrying our VLN® products are pioneers as they are early adopters to the FDA’s proposed new standard for low nicotine content. We now offer three different brands of VLN® based products, with more partner brands under discussion and a growing list of states authorizing the sale of these products, clearly demonstrating the momentum of VLN® products in the fight to offer a real choice in the decades long effort to curb tobacco use. We are working closely with our partner VLN® brands to make those products more broadly accessible to smokers looking for a new tool in the fight to control their smoking habit. We are also developing additional tobacco products and form factors to meet tobacco users where they are, with a product they know, but minus the highly addictive nicotine levels.”
“We have taken the business down to the bare bones now and are beginning our profitable growth phase with our branded products leading the way. We truly have an exciting outlook based on the growth in the partner brands and the added distribution that we anticipate.”
SecondQuarter 2025 Financial Results (compared sequentially to First Quarter 2025, 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.
| ● | Net<br> revenues decreased sequentially to $4.1 million, compared to $6.0 million. |
|---|---|
| ● | Gross<br> profit (loss) remained stable at $(0.6) million, compared to $(0.6) million. |
| ● | Operating<br> expenses were $2.3 million, compared to $2.0 million. |
| ● | Operating<br> loss increased to $3.0 million, compared to $2.6 million. |
| ● | Net<br> loss remained stable at $3.3 million, compared to $3.3 million. |
| ● | Adjusted<br> EBITDA loss was $2.6 million, compared to a loss of $2.3 million. |
| ● | Reduced<br> debt by an additional $1.0 million, to now $3.8 million |
RecentBusiness Highlights
| ● | Strong<br> support of the FDA’s proposed new Tobacco Product<br> Standard for Nicotine Yield of Cigarettes and Certain Other Combusted Tobacco Products, with<br> VLN® and partner VLN® cigarettes being<br> the only products that meet this groundbreaking standard. |
|---|---|
| ● | Significantly<br> increased state authorizations for the sale of its growing portfolio of both proprietary<br> and contract manufactured products, including 44 states for VLN® products, 30 states<br> for partner VLN® products, 46 states for Smoker Friendly products and 39 states for<br> Pinnacle products, among others. |
| ● | Announced<br> a second major partner VLN® brand with Pinnacle VLN®, to be sold alongside conventional<br> Pinnacle products in a top-5 c-store chain, including the first shipments of Pinnacle VLN®<br> to almost 1,000 stores across 12 states ahead of sales expected to begin September 1. |
| ● | Announced<br> two SKUs of Pinnacle moist snuff products, expected to begin sales across the c-store’s<br> network in the second half of 2025 as state regulatory approvals are secured. |
| ● | Advanced<br> a 100mm VLN® reduced nicotine content cigarette prototype, targeting FDA submission<br> for the new product in Q4 2025. |
| ● | Advanced<br> the MRTP Renewal Process for VLN®, including clinical studies and other data ahead of<br> renewal in December 2026. |
| ● | Completed<br> sale of Needle Rock Farms assets for $770,000 net in cash |
SecondQuarter 2025 Product Line Net Revenues
| ● | Cigarette<br> net revenues were $2.7 million, decreased from $5.0 million in the first quarter of 2025.<br> Second quarter 2025 cigarette carton volumes increased to 594 thousand compared to 319 thousand<br> in the first quarter of 2025. Despite increased volume, the decrease is primarily resulting<br> from the timing of revenue recognition triggered by a new customer contract January 1, 2025,<br> which resulted in a one-time benefit to the first quarter. Additionally, second quarter promotional<br> spending increased as compared to the first quarter of 2025. |
|---|---|
| ● | Filtered<br> cigar net revenues increased to $1.3 million, compared to $1.1 million in the immediately<br> preceding quarter, reflecting stabilized volume from new contracts with CMO customers. |
| ● | Cigarillo<br> distribution net revenues was $0.1 million, compared to negligible in the first quarter 2025<br> as customers sold through initial stocking orders and commenced reorders with greater expected<br> benefit in the second half of 2025. |
| ● | VLN^®^<br> cigarette net revenues reflect return accruals for product previously shipped. The Company<br> has announced new branding for its VLN^®^ products and two new partner brand<br> VLN^®^ product families with large existing customers, with initial shipments<br> commencing in the third quarter of 2025. |
BalanceSheet
The Company reported total debt of approximately $3.9 million at quarter end, net debt of $0.7 million, and cash of approximately $3.1 million. The Company has reduced debt by $3.4 million year-to-date.
ConferenceCall
22nd Century will host a live webcast today at 8:00 a.m. E.T. to discuss its second quarter 2025 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.
SummaryFinancial Results
(dollars in thousands, except per share data)
| Three Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | Change | ||||||||||
| 2025 | 2024 | % | |||||||||
| Revenues, net | $ | 4,083 | $ | 7,947 | ) | (48.6 | ) | ||||
| Gross profit (loss) | $ | (635 | ) | $ | 570 | ) | (211.4 | ) | |||
| Operating loss | $ | (2,981 | ) | $ | (2,047 | ) | ) | 45.6 | |||
| Net loss from continuing operations | $ | (3,296 | ) | $ | (2,214 | ) | ) | 48.9 | |||
| Basic and diluted loss per common share from continuing operations | $ | (13.16 | ) | $ | (843.98 | ) | (98.4 | ) | |||
| Adjusted EBITDA (a) | $ | (2,640 | ) | $ | (2,589 | ) | ) | (2.0 | ) |
All values are in US Dollars.
| Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | Change | ||||||||||
| 2025 | 2024 | % | |||||||||
| Revenues, net | $ | 10,039 | $ | 14,416 | ) | (30.4 | ) | ||||
| Gross profit (loss) | $ | (1,244 | ) | $ | (559 | ) | ) | 122.5 | |||
| Operating loss | $ | (5,552 | ) | $ | (6,481 | ) | (14.3 | ) | |||
| Net loss from continuing operations | $ | (6,571 | ) | $ | (7,664 | ) | (14.3 | ) | |||
| Basic and diluted loss per common share from continuing operations | $ | (40.25 | ) | $ | (4,244.85 | ) | (99.1 | ) | |||
| Adjusted EBITDA (a) | $ | (4,960 | ) | $ | (6,089 | ) | 18.5 |
All values are in US Dollars.
(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.
SummaryProduct Line Results
(in thousands)
| Three Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | ||||||||||||||
| 2025 | 2024 | Change | ||||||||||||
| Cartons | Cartons | Cartons | ||||||||||||
| Contract Manufacturing | ||||||||||||||
| Cigarettes | 594 | 169 | ) | 425 | ||||||||||
| Filtered Cigars | 172 | 459 | ) | (287 | ) | |||||||||
| Cigarillos | 14 | 91 | ) | (77 | ) | |||||||||
| Total Contract Manufacturing | 780 | 719 | ) | 61 | ||||||||||
| VLN® | ) | (1 | ) | ) | 0 | ) | (1 | ) | ||||||
| Total Product Line Revenues | 779 | 719 | ) | 60 |
All values are in US Dollars.
| Six Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | |||||||||||||
| 2025 | 2024 | Change | |||||||||||
| Cartons | Cartons | Cartons | |||||||||||
| Contract Manufacturing | |||||||||||||
| Cigarettes | 1,025 | 260 | 765 | ||||||||||
| Filtered Cigars | 331 | 995 | ) | (664 | ) | ||||||||
| Cigarillos | 14 | 91 | ) | (77 | ) | ||||||||
| Total Contract Manufacturing | 1,370 | 1,346 | ) | 24 | |||||||||
| VLN® | ) | (3 | ) | 2 | ) | (5 | ) | ||||||
| Total Product Line Revenues | 1,367 | 1,348 | ) | 19 |
All values are in US Dollars.
About22nd Century Group, Inc.
22nd Century Group is pioneering the nicotine harm reduction movement in the tobacco industry enabling smokers to take control of their nicotine consumption.
We created our flagship product, the VLN^®^ cigarette, to give traditional cigarette smokers an authentic and familiar alternative that helps them take control of their nicotine consumption. VLN^®^ cigarettes have 95% less nicotine than the traditional cigarette and have been proven to greatly reduce nicotine consumption. Instead of offering new ways of delivering nicotine to addicted smokers, we offer smokers the option to take control of their nicotine consumption and make informed and more productive choices, including the choice to avoid addictive levels of nicotine altogether.
Our wholly owned subsidiaries include a leading cigarette manufacturer that produces all VLN^®^ products and provides turnkey contract manufacturing for other tobacco brands both domestically and internationally. The 60,000 square foot facility in Mocksville, North Carolina has the capacity to produce more than 45 million cartons of combusted tobacco products annually with additional space for expansion.
Our proprietary reduced nicotine tobacco blends are made possible by comprehensive and patented technologies that regulate nicotine biosynthesis activities in the tobacco plant, resulting in full flavor and high yield with 95% less nicotine. Our extensive patent portfolio has been developed to ensure we have the only low nicotine combustible cigarette in the United States and critical international markets. Our mission is to sell the last cigarette before the 22nd Century.
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.
CautionaryNote 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, (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 20, 2025 and Quarterly Report on Form 10-Q filed on May 13, 2025. 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.
Notesregarding 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.
InvestorRelations & Media Contact
Matt Kreps
Investor Relations
22nd Century Group
mkreps@xxiicentury.com
214-597-8200
22ndCENTURY GROUP, INC.
CONDENSEDCONSOLIDATED BALANCE SHEETS
(Unaudited)
(amountsin thousands, except share and per-share data)
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 3,083 | $ | 4,422 | ||
| Accounts receivable, net | 3,540 | 1,698 | |||
| Inventories | 2,503 | 2,015 | |||
| Insurance recoveries | — | 768 | |||
| GVB promissory note, net | — | 500 | |||
| Prepaid expenses and other current assets | 2,742 | 1,068 | |||
| Current assets of discontinued operations held for sale | — | 1,051 | |||
| Total current assets | 11,868 | 11,522 | |||
| Property, plant and equipment, net | 2,568 | 2,773 | |||
| Operating lease right-of-use assets, net | 1,503 | 1,639 | |||
| Intangible assets, net | 6,429 | 5,724 | |||
| Other assets | 15 | 15 | |||
| Total assets | 22,383 | $ | 21,673 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | |||||
| Current liabilities: | |||||
| Notes and loans payable - current | 640 | $ | 254 | ||
| Current portion of long-term debt | 3,216 | 1,500 | |||
| Operating lease obligations | 284 | 261 | |||
| Accounts payable | 2,887 | 2,401 | |||
| Accrued expenses | 2,277 | 1,021 | |||
| Accrued litigation | — | 768 | |||
| Accrued payroll | 315 | 318 | |||
| Accrued excise taxes and fees | 3,856 | 2,038 | |||
| Deferred income | 260 | 20 | |||
| Other current liabilities | 1,197 | 100 | |||
| Current liabilities of discontinued operations held for sale | 459 | 1,281 | |||
| Total current liabilities | 15,391 | 9,962 | |||
| Long-term liabilities: | |||||
| Operating lease obligations | 1,288 | 1,437 | |||
| Long-term debt | — | 5,165 | |||
| Other long-term liabilities | 74 | 1,097 | |||
| Total liabilities | 16,753 | 17,661 | |||
| Shareholders’ equity (deficit) | |||||
| Preferred stock, .00001 par value, 10,000,000 shares authorized | |||||
| Common stock, .00001 par value, 500,000,000 shares authorized | |||||
| Capital stock issued and outstanding: | |||||
| 458,650 common shares (31,727 at December 31, 2024) | |||||
| Common stock, par value | — | — | |||
| Capital in excess of par value | 407,236 | 397,883 | |||
| Accumulated deficit | (401,606 | ) | (393,871 | ) | |
| Total shareholders’ equity | 5,630 | 4,012 | |||
| Total liabilities and shareholders’ equity | 22,383 | $ | 21,673 |
All values are in US Dollars.
22ndCENTURY GROUP, INC.
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(amountsin thousands, except share and per-share data)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues, net | $ | 4,083 | $ | 7,947 | $ | 10,039 | $ | 14,416 | ||||
| Cost of goods sold | 2,863 | 3,869 | 5,747 | 8,082 | ||||||||
| Excise taxes and fees on products | 1,855 | 3,508 | 5,536 | 6,893 | ||||||||
| Gross (loss) profit | (635 | ) | 570 | (1,244 | ) | (559 | ) | |||||
| Operating expenses: | ||||||||||||
| Sales, general and administrative | 2,119 | 2,360 | 3,918 | 5,266 | ||||||||
| Research and development | 227 | 250 | 390 | 675 | ||||||||
| Other operating expense (income), net | — | 7 | — | (19 | ) | |||||||
| Total operating expenses | 2,346 | 2,617 | 4,308 | 5,922 | ||||||||
| Operating loss from continuing operations | (2,981 | ) | (2,047 | ) | (5,552 | ) | (6,481 | ) | ||||
| Other income (expense): | ||||||||||||
| Other income (expense), net | (12 | ) | 339 | (174 | ) | 339 | ||||||
| Interest income, net | 14 | 21 | 30 | 21 | ||||||||
| Interest expense | (351 | ) | (501 | ) | (909 | ) | (1,517 | ) | ||||
| Total other income (expense), net | (349 | ) | (141 | ) | (1,053 | ) | (1,157 | ) | ||||
| Loss from continuing operations before income taxes | (3,330 | ) | (2,188 | ) | (6,605 | ) | (7,638 | ) | ||||
| (Benefit) provision for income taxes | (34 | ) | 26 | (34 | ) | 26 | ||||||
| Net loss from continuing operations | $ | (3,296 | ) | $ | (2,214 | ) | $ | (6,571 | ) | $ | (7,664 | ) |
| Discontinued operations: | ||||||||||||
| (Loss) income from discontinued operations before income taxes | $ | (111 | ) | $ | 1,102 | $ | (1,164 | ) | $ | 813 | ||
| Provision for income taxes | — | — | — | — | ||||||||
| (Loss) income from discontinued operations | $ | (111 | ) | $ | 1,102 | $ | (1,164 | ) | $ | 813 | ||
| Net loss | $ | (3,407 | ) | $ | (1,112 | ) | $ | (7,735 | ) | $ | (6,851 | ) |
| Comprehensive loss | $ | (3,407 | ) | $ | (1,112 | ) | $ | (7,735 | ) | $ | (6,851 | ) |
| Net loss | $ | (3,407 | ) | $ | (1,112 | ) | $ | (7,735 | ) | $ | (6,851 | ) |
| Deemed dividends | — | (445 | ) | — | (4,034 | ) | ||||||
| Net loss available to common shareholders | $ | (3,407 | ) | $ | (1,557 | ) | $ | (7,735 | ) | $ | (10,885 | ) |
| Basic and diluted loss per common share from continuing operations | $ | (13.16 | ) | $ | (843.98 | ) | $ | (40.25 | ) | $ | (4,244.85 | ) |
| Basic and diluted (loss) income per common share from discontinued operations | $ | (0.45 | ) | $ | 419.87 | $ | (7.13 | ) | $ | 450.46 | ||
| Basic and diluted loss per common share from deemed dividends | $ | — | $ | (169.61 | ) | $ | — | $ | (2,234.43 | ) | ||
| Basic and diluted loss per common share | $ | (13.61 | ) | $ | (593.72 | ) | $ | (47.38 | ) | $ | (6,028.82 | ) |
| Weighted average shares outstanding - basic and diluted | 250,368 | 2,624 | 163,254 | 1,805 |
TableA – 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, 2025 and 2024, including a reconciliation of these Non-GAAP measures for such periods.
| Quarter Ended | |||||||
|---|---|---|---|---|---|---|---|
| June 30, | |||||||
| Amounts in thousands (000’s) | |||||||
| except share and per share data | |||||||
| (UNAUDITED) | |||||||
| Change | |||||||
| 2025 | 2024 | fav / (unfav)1 | |||||
| Net loss from continuing operations | ) | $ | (2,214 | ) | ) | ||
| Interest (income)/expense, net | 479 | ) | |||||
| Provision (benefit) for income taxes | ) | 26 | ) | ||||
| Amortization and depreciation | 248 | ) | |||||
| EBITDA | ) | $ | (1,461 | ) | ) | ||
| Adjustments: | |||||||
| Restructuring and impairment | (319 | ) | |||||
| Inventory write-down | — | ||||||
| Change in fair value of derivative liabilities | (541 | ) | |||||
| Change in fair value of warrant liabilities | (324 | ) | |||||
| Equity-based employee compensation expense | 56 | ||||||
| Adjusted EBITDA | ) | $ | (2,589 | ) | ) | ||
| Adjusted EBITDA loss per common share | ) | $ | (986.87 | ) | |||
| Weighted average common shares outstanding - basic and diluted | 2,624 |
All values are in US Dollars.
^1^Fav = Favorable variance, which increases EBITDA and Adjusted EBITDA; Unfav = unfavorable variance, which reduces EBITDA and Adjusted EBITDA
| Year Ended | |||||||
|---|---|---|---|---|---|---|---|
| June 30, | |||||||
| Amounts in thousands (000’s) | |||||||
| except share and per share data | |||||||
| (UNAUDITED) | |||||||
| Change | |||||||
| 2025 | 2024 | fav / (unfav)1 | |||||
| Net loss from continuing operations | ) | $ | (7,664 | ) | |||
| Interest (income)/expense, net | 1,495 | ) | |||||
| Provision (benefit) for income taxes | ) | 26 | ) | ||||
| Amortization and depreciation | 514 | ) | |||||
| EBITDA | ) | $ | (5,629 | ) | |||
| Adjustments: | |||||||
| Restructuring and impairment | (345 | ) | |||||
| Inventory write-down | 431 | ) | |||||
| Change in fair value of derivative liabilities | (459 | ) | |||||
| Change in fair value of warrant liabilities | (324 | ) | |||||
| Equity-based employee compensation expense | 237 | ) | |||||
| Adjusted EBITDA | ) | $ | (6,089 | ) | |||
| Adjusted EBITDA loss per common share | ) | $ | (3,372.85 | ) | |||
| Weighted average common shares outstanding - basic and diluted | 1,805 |
All values are in US Dollars.
TableB: Net Total Debt Reconciliation
(dollars in thousands)
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Total debt | $ | 3,216 | $ | 6,665 |
| Add: debt discounts and deferred issuance costs included in total debt | 574 | 1,025 | ||
| Total principal amount of debt outstanding | 3,790 | 7,690 | ||
| Less: Cash and cash equivalents | 3,083 | 4,422 | ||
| Net total debt (Non-GAAP) | $ | 707 | $ | 3,268 |