Forward Looking Statements



Except for historical information, all of the statements, expectations, and
assumptions contained in this section 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 our Annual Report on Form 10-K filed on March 11, 2021. 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 otherwise
required by law. All information provided in this quarterly report is as of the
date hereof, and we assume no obligation to and do not intend to update these
forward-looking statements, except as required by law.

For purposes of this Management's Discussion and Analysis of Financial Condition
and Results of Operations, references to the "Company," "we," "us" or "our"
refer to the operations of 22nd Century Group, Inc. and its direct and indirect
subsidiaries for the periods described herein.

Overview

22nd Century Group, Inc. is a biotechnology company developing disruptive,
plant-based solutions for the life science, consumer product, and pharmaceutical
markets. We are focused on technology that allows us to modulate the level of
nicotine and other nicotinic alkaloids in tobacco plants and the levels of
cannabinoids and terpenes in hemp/cannabis plants through genetic engineering
and modern plant breeding techniques. Our mission in tobacco is to reduce the
harm caused by smoking by introducing adult smokers to our proprietary, Very Low
Nicotine Content ("VLNC") tobacco and cigarettes, which contains 95% less
nicotine than conventional tobacco and cigarettes. Our mission in hemp/cannabis
is to develop proprietary varieties of hemp with valuable cannabinoid and
terpene profiles and other superior agronomic traits, with potential
applications in life sciences and consumer products. We have a significant
intellectual property portfolio of issued patents and patent applications
relating to both tobacco and hemp/cannabis plants.

In tobacco, we have developed unique and proprietary bright and burley VLNC
tobaccos that grow with at least 95% less nicotine than tobacco used in
conventional cigarettes. In the year 2011, we developed our SPECTRUM® research
cigarettes in collaboration with independent researchers, officials from the
FDA, the National Institute on Drug Abuse ("NIDA"), which is part of the
National Institutes of Health ("NIH"), the National Cancer Institute ("NCI"),
and the Centers for Disease Control and Prevention

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("CDC"). Since 2011, we have provided more than 31.6 million variable nicotine
research cigarettes for use in numerous independent clinical studies with
agencies of the United States federal government. These independent clinical
studies are estimated to have been performed at a cost of more than $125
million. The results of these independent clinical studies have been published
in peer-reviewed publications (including the New England Journal of Medicine,
the Journal of the American Medical Association, and many others). The results
of these studies indicate that our VLNC tobaccos have been associated with
reductions in smoking, nicotine exposure and nicotine dependence with little to
no evidence of compensatory smoking and without serious adverse events. A list
of completed and published clinical studies using cigarettes made with our VLNC
tobaccos is shown on our website at
https://www.xxiicentury.com/vln-clinical-studies/published-clinical-studies-on-very-low-nicotine-content-vlnc-cigarettes.
A list of on-going clinical studies using our SPECTRUM® research cigarettes is
shown on our website at
https://www.xxiicentury.com/vln-clinical-studies/on-going-clinical-studies-on-very-low-nicotine-content-vlnc-cigarettes.
We do not incorporate third party studies or the information on our website into
this Annual Report on Form 10-Q.

In hemp, we are developing proprietary hemp varieties with increased levels of
certain cannabinoids and other desirable agronomic traits with the goal of
generating new and valuable intellectual property and plant lines. Our
activities in the United States involve only work with legal hemp in full
compliance with U.S. federal and state laws. The hemp and the marijuana plants
are both part of the same cannabis genus, except that hemp does not have more
than 0.3% dry weight content of delta-9-tetrahydrocannabinol ("THC"). While 2018
Farm Bill legalized hemp and cannabinoids extracted from hemp in the U.S., such
extracts remain subject to state laws and regulation by other U.S. federal
agencies such as the FDA, U.S. Drug Enforcement Administration ("DEA"), and the
U.S. Department of Agriculture ("USDA"). The same plant, with a higher THC
content is marijuana, which is legal under certain state laws but not yet legal
under U.S. federal law. The similarities between these plants can cause
confusion. To reflect this difference in law, sometimes we refer to legal hemp
and the legal hemp industry as hemp/cannabis to distinguish this as being
separate and apart from marijuana/cannabis which is not legal under U.S. federal
law. Our activities with legal hemp have sometimes been incorrectly perceived as
us being involved in federally illegal marijuana/cannabis. This is not the case.
In the United States, we work only with legal hemp in full compliance with
federal and state laws.

Additional information about our business and operations is contained in our Annual Report on Form 10-K for the year ended December 31, 2020.

Executive Overview of First Quarter 2021 Results

Key Business and Financial Highlights

Securing Modified Risk Tobacco Product (MRTP) authorization for VLN® remains

our number one priority and we are confident that the FDA is in the final ? stages of the review process related to our application. There are no

outstanding requests for information from the FDA. We are working to ensure

that the launch of our VLN® King and VLN® Menthol King cigarettes occur within

90 days of receiving MRTP designation.

We have now secured four out of the five key partnerships needed to maximize ? each component in the upstream segment of the hemp/cannabis value chain. These

partnerships will enable us to accelerate the new development of valuable,

commercial hemp/cannabis lines and intellectual property to market.

? Net sales revenue for the first quarter of 2021 was $6.8 million and comparable

to the first quarter of 2020 at $7.1 million.

? Gross profit for the first quarter of 2021 improved by $360 thousand

year-over-year to $647 thousand.

Net loss for the first quarter of 2021 was $5.0 million compared to $4.0 ? million in the same quarter last year, an increase in the net loss of $1.0

million.

Corporate Business Highlights

On January 19, 2021, we announced the dismissal with prejudice of the federal

securities class action lawsuit captioned Noto. V. 22nd Century Group, Inc.,

19-CV-1285 by a federal district court in the Western District of New York on ? January 14, 2021. The case was initially filed in the Eastern District of New

York, where it was captioned Bull v. 22nd Century Group, Inc. 1:19-CV-00409. In

denying the Plaintiffs' request for an opportunity to file another amended


  Complaint, the Court held that "further amendment would be futile."


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On January 28, 2021, we announced that we are moving our corporate headquarters

to the up-and coming Larkinville District in downtown Buffalo and we recently

moved in during April 2021. Our new Buffalo office space is in a ? state-of-the-art, restored manufacturing facility located at 500 Seneca Street,

joining other multinational technology and professional services companies. Our

new headquarters will accommodate all of our staff from our current office

location in nearby Williamsville and has significant room for expansion.

During February and March of 2021, our warrant holders exercised 11,293,211 ? warrants for cash in exchange for common stock. In connection with these

exercises, we received net proceeds of $11.8 million.

On May 4, 2021, we announced an agreement to extend and expand our plant

research partnership agreement with KeyGene, a global leader in plant research

involving high-value genetic traits and increased crop yields. The new

partnership agreement extends the length of the collaboration we have with ? KeyGene to develop new, disruptive hemp/cannabis plants and intellectual

property for the life science, medicinal, and pharmaceutical end-use markets.

It also expands the partnership to include research and development activity

for non-combustible, alternative tobacco plant applications, such as protein


  production, and our third plant franchise.



Tobacco Franchise Highlights and Notable Accomplishments

We believe that our proprietary, reduced nicotine content cigarettes, VLN®,

have massive global market opportunity. In 2018, the global tobacco market was

worth $817 billion and of that, $714 billion, or approximately 90% of the

global tobacco market is comprised of combustible cigarettes. There are more ? than 1 billion global and 34 million U.S. adult smokers. More than two-thirds

of adult smokers want to quit, yet less than ten percent of them are able to

quit successfully. We believe that smokers are actively seeking alternatives to

addictive combustible cigarettes. Based on our consumer perception studies, 60%

of adult smokers indicate a likelihood to use VLN®.

Our VLN® cigarettes contain 95% less nicotine than conventional cigarettes and

are a familiar combustible product format that replicates the conventional

cigarette experience, including the sensory and experiential elements of taste, ? scent, smell, and "hand-to-mouth" behavior. VLN® contains 0.5 milligrams of

nicotine per gram of tobacco, an amount cited by the FDA, based on clinical

studies, to be "minimally or non-addictive". The lack of reward from nicotine

creates a dissociation between the act of smoking and nicotine which helps

adult smokers reduced the harm caused by smoking.

Since 2011, our reduced nicotine content cigarettes have been used in more than

50 independent scientific clinical studies by universities and institutions.

The studies, using our reduced nicotine content tobacco cigarettes, show that ? smokers who use our products: (i) reduce their nicotine exposure and

dependence, (ii) smoke fewer cigarettes per day, (iii) increase their number of

smoke-35 free days, and (iv) double their quit attempts - all with minimal or

no evidence of nicotine withdrawal or compensatory smoking.

In December 2019, the FDA granted a Premarket Tobacco Application ("PMTA")

authorization for our reduced nicotine content cigarettes, giving us the

ability to sell the product. In order to market our reduced nicotine content ? cigarettes under the brand name VLN®, with pack and advertising claims stating

that the product contains 95% less nicotine than conventional tobacco

cigarettes, as well as related claims regarding nicotine exposure, we will need

to secure an MRTP authorization from the FDA.

As a part of the MRTP application process, on February 14, 2020, we presented

our MRTP application for our reduced nicotine content cigarettes, VLN® to the

FDA's Tobacco Products Scientific Advisory Committee (TPSAC) and passed one of ? the final regulatory milestones. On April 17, 2020, the FDA set May 18, 2020,

as the deadline for the submission of public comments on our MRTP application.

The public comment period is now closed, and we believe that we are in the


  final stages of the review and decision-making process.


  We were and remain focused on our primary mission and highest, near-term

priority of securing MRTP authorization for our proprietary, reduced nicotine

content tobacco cigarettes, VLN®. The designation will allow us to communicate

key features of the VLN® products, including the headline claim of "95% less

nicotine." We continue to steadily increase our advocacy activities and engage ? in conversations at the highest levels of the Administration, Congress, and the

FDA about VLN®, and every indication is that the MRTP application is in the

final stages of review with the FDA. In addition to our ongoing contact with

the FDA, we have been and continue to work with various legal advisers,

regulatory consultants, and government affairs specialists to highlight the


  public health importance of the MRTP application to encourage a near-term
  authorization of its application.

We are prepared to launch sales of VLN® within 90 days of receiving FDA's MRTP ? designation and are in advanced discussions with potential independent,


  regional, and national distribution and retail partners. We anticipate a phased
  rollout of VLN® in


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select geographies and plan to position VLN® in the premium pricing segment of

the cigarette market. On January 11, 2021, we announced that we will expand our

growing program and increase planting in the 2021 crop year for VLN® reduced

nicotine content tobacco. This new planting for VLN® tobacco is in addition to

our current VLN® inventory, which is earmarked for the launch and initial sales

of VLN®.

On April 15, 2021, we announced that we stand fully prepared to help New

Zealand to reach its goal to be a smoke-free nation by 2025. Our VLN®

cigarettes contain just 0.5 milligrams of nicotine per gram of tobacco, 95%

less nicotine than conventional cigarette brands, which is in line with the New ? Zealand proposal. We initially engaged with the public health researchers in

New Zealand in 2016, when the country announced its goal of becoming

smoke-free, leading the New Zealand Medical Journal to publish a letter

recommending our reduced nicotine content cigarettes as an "important smoking

reduction tool."

We are fully prepared to manufacture enough VLN® to secure its market position.

We own and operate a fully credentialed 62,000 square foot facility in North ? Carolina. Our capacity is currently approximately 1% of the U.S. cigarette

market volume. With minimal investment, we believe that we can triple that

capacity to 3%.

Our research cigarettes, SPECTRUM®, continue to fuel numerous independent,

scientific studies to validate the enormous public health benefit identified by

the FDA and others of implementing a national standard requiring all cigarettes

to contain "minimally or non-addictive" levels of nicotine. In December 2020, ? the FDA in coordination with the National Institute on Drug Abuse (NIDA) and

others, submitted an order to us for 3.6 million variable nicotine research

cigarettes. On April 26, 2021, we announced fulfillment of the order bringing

the total number of research cigarettes provided for public health research to

more than 31 million cigarettes.

On May 5, 2021, we announced that we are internalizing our nicotine content

testing capabilities to increase our ability to rapidly conduct high-precision ? analysis of our VLN® cigarettes and other nicotine products. We are making the

investment now to be well-positioned for the FDA authorization of our MRTP


  application.


  We believe that recent political changes will likely be favorable to our

business prospects from a policy priority and regulatory standpoint. Under the

new administration, we believe that the FDA will refocus on implementing its ? ground-breaking Comprehensive Plan for Tobacco and Nicotine Regulation, in

particular the agency's plan to cap the amount of nicotine in combustible

cigarettes to a "minimally or non-addictive" level. We believe that the MRTP

authorization and the launch of VLN® will serve as a starting point for the

FDA's proposed mandate.

We believe that our next generation, non-GMO, plant research is the key to

commercializing our reduced nicotine content tobacco and technology in

international markets. Non-GMO products are critical for success in

international markets where non-GMO products are preferred, or GMO products are

banned. We continue to make progress in our non-GMO tobacco research. In

partnership with North Carolina State University, have completed successful

research field trials that have validated new non-GMO methodologies for

reducing nicotine in tobacco plants and have consistently achieved reductions ? in nicotine levels by as much as 99%. During the fourth quarter of 2020, we

announced that we were granted a new U.S. patent, No. 10,669,552, entitled

"Up-regulation of auxin response factor NbTF7", related to the reduction of

nicotine in the tobacco plant. The new technology provides us with a rapid

pathway to introduce very low nicotine traits into virtually any variety of

tobacco, including bright, burley, and oriental tobacco varieties. We have

successfully applied our non-GMO technology to bright and burley varieties of

tobacco and have developed a VLN® 2.0 prototype cigarette. We are also using

our non-GMO technology to introduce reduced nicotine traits into oriental

varieties of tobacco.

Hemp/Cannabis Franchise Highlights and Notable Accomplishments

We continue to place an emphasis on our hemp/cannabis strategy to target the

upstream segments of the cannabinoid value chain in the areas of plant

biotechnology research, gene modification and engineering, modern plant ? breeding and development, and extraction. We believe that we can differentiate

ourselves in the hemp/cannabis industry by building upon our core strength and

expertise in plant science and the ingredient value chain and through our

strategic, operational partnerships, including the addition of our new partner,

CannaMetrix.




We continue to shift our focus away from the already saturated U.S. consumer
market of cannabidiol (CBD) and hemp-based products and expect to gain
ingredient cultivation capabilities and extraction and purification services
through a non-binding agreement with Panacea, which is expected to provide us
with operational assets, including a farm and various extraction and
distillation equipment.

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We developed and launched a new, cutting-edge technology platform that will

enable us and our strategic partners to quickly identify and incorporate

commercially valuable traits of hemp/cannabis plants to create new, stable

hemp/cannabis lines. The platform, developed in collaboration with researchers

at KeyGene, incorporates a suite of proprietary molecular tools and a large

library of genomic markers and gene-trait correlations. We have already

characterized millions of high-value single nucleotide polymorphisms (SNPs). By ? targeting these newly identified SNPs, we have been able to locate and isolate

specific sections of genetic code from genome assemblies present in our

state-of-the-art hemp/cannabis bioinformatics database. This breakthrough

enables us to quickly and easily identify the genes responsible for specific

traits in a plant and is a powerful tool for us and the hemp/cannabis industry.

We have already begun discussions to license this platform to strategic

partners to help them improve their plant breeding techniques and optimize

their hemp/cannabis lines.

We continue to secure commercially, valuable patents and intellectual property

through our internal research capabilities and external research partnerships.

We were recently granted a new U.S. Patent No. 10,787,674 B2 entitled "Trichome

specific promoters for the manipulation of cannabinoids and other compounds in

glandular trichomes". This new intellectual property enables us to develop and ? deliver new hemp/cannabis plants that are designed to produce cannabinoids more

efficiently by activating the molecular promoters, "on/off switches,"

specifically and only in the plant's trichomes where the majority of

cannabinoids are produced. The patent application describes eight promoters,

which are essentially molecular on/off switches, covering all of the major

steps in the cannabinoid biosynthesis pathway and is related to the control of

cannabinoid and terpene production.

We have secured an exclusive agreement with CannaMetrix, LLC for the use of

their proprietary, human cell-based testing CannaMetrix EC50Array™ technology

that will enable us to accelerate the commercialization of new, disruptive

hemp/cannabis plant lines and intellectual property. CannaMetrix's proprietary

CannaMetrix EC50Array™ technology serves as a high-throughput roadmap for ? developing new hemp/cannabis plant lines with tailor-made cannabinoid and

terpenoid profiles for use in the life science, consumer product, and

pharmaceutical markets. The human cell-based assay has the ability to measure

and validate the potency and efficacy of cannabinoids and/or terpenoids through

defined biomarkers and receptor activity and can rapidly identify optimum plant

profiles by measuring the potency and effect on the human cell system.

We have secured a number of the key partnerships needed to maximize our work in

the upstream segments of the cannabinoid value chain, and vertically integrate ? our hemp/cannabis capabilities. The combination of our core strengths in plant

science and our network of key partnerships will enable us to drive

differentiation and value by delivering new, disruptive plant lines and IP.

2021 Priorities and Areas of Focus

We remain focused on securing FDA authorization for VLN®. Starting within 1. 90-days of authorization of our MRTPA by the FDA, we are prepared to launch

VLN® cigarettes in select markets.

We believe that an equally important first priority initiative is for us to 2. support and advance the FDA's plan to require that all cigarettes sold in the

U.S. be made "minimally or non-addictive" by limiting their nicotine content

to just 0.5 milligrams of nicotine per gram of tobacco.

We continue to target the upstream segment of the cannabinoid value chain;

creating proprietary, commercially valuable new plant lines and related 3. intellectual property with stabilized genetics to harness and optimize


   hemp/cannabis plant potential. We will seek to monetize a portion of our
   existing hemp/cannabis IP in 2021 and will continue to bring disruptive
   technology forward.

We will turn attention to the development of a third, plant-based franchise 4. after securing MRTP authorization for VLN®. We will leverage our plant science

expertise to develop and secure valuable intellectual property and sign

lucrative strategic partnerships to support the development of this franchise.

5. We will maintain diligent financial execution, efficient operating structure,


   and balance sheet strength to support our growth initiatives.


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Results of Operations

Year-to-Date March, 31 2021 compared to Year-to-Date March 31, 2020.

Amounts in thousands, except for share and per-share data.

Revenue - Sale of products, net




                                        Year-to-Date
                                  March 31       March 31
                                    2021           2020
Sale of products, net            $     6,806    $     7,058

Dollar Change from Prior Year $ (252)






The decrease in sales revenue for the three months ended March 31, 2021,
compared to the three months ended March 31, 2020, was primarily the result of
decreased sales of contract manufactured cigarettes of $1,059. The decreased
sales were primarily driven by volume decreases compared to the prior period.
This was partially offset by increased contract manufactured filtered cigar
sales of $127, and fulfillment of our SPECTRUM® cigarette order of $680 which
did not occur in the prior period.

Cost of goods sold - Products / Gross profit (loss)






                                        Year-to-Date
                                  March 31       March 31
                                    2021           2020
Cost of goods sold               $     6,159    $     6,771
Percent of Product Sales                90.5 %         95.9 %

Dollar Change from Prior Year $ (612)







                                       Year-to-Date
                                 March 31       March 31
                                    2021          2020
Gross profit (loss)              $      647    $       287
Percent of Product Sales                9.5 %          4.1 %

Dollar Change from Prior Year $ 360






The increase in gross margin for the three months ended March 31, 2021, compared
the three months ended March 31, 2020, was primarily due to fulfillment of our
SPECTRUM® cigarette order and was partially offset by lower sales volume in
contract manufacturing cigarettes and filtered cigars.

Research and development expense




                                        Year-to-Date
                                  March 31       March 31
                                    2021           2020
Research and Development         $       689    $       811
Percent of Product Sales                10.1 %         11.5 %
Dollar Change from Prior Year    $     (122)

The decrease in R&D expense for the three months ended March 31, 2021, compared the three months ended March 31, 2020, was primarily due to lower personnel expense of $105 due to a more focused R&D headcount to accomplish our strategies. We continue to prioritize our R&D activities to achieve our strategic and investment priorities.



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Research and development expense - MRTP




                                          Year-to-Date
                                    March 31       March 31
                                      2021           2020
Research and Development - MRTP    $        12    $       149
Percent of Product Sales                   0.2 %          2.1 %
Dollar Change from Prior Year      $     (137)




MRTP expenses for the three months ended March 31, 2021 declined significantly,
as we submitted our MRTP application to the FDA during 2019. MRTP-related
expenses for 2021 are primarily related to consulting services related to our
application while 2020 are primarily related to our February 14, 2020 Tobacco
Products Scientific Advisory Committee (TPSAC) hearing.

Sales, general and administrative expense




                                            Year-to-Date
                                      March 31       March 31
                                        2021           2020
Sales, general and administrative    $     4,829    $     3,141
Percent of Product Sales                    71.0 %         44.5 %
Dollar Change from Prior Year        $     1,688




The increase in SG&A expense during the three months ended March 31, 2021, as
compared to the prior year respective period, was driven by a $675 increase in
personnel expenses, a $604 increase in insurance expenses, a $441 increase in
investor relations expenses, and a $112 increase in marketing expenses primarily
related to VLN® activities. We have deployed incremental SG&A spending to
support our corporate management capabilities and to evaluate and prepare for
future opportunities. These increases in SG&A were partially offset by lower
legal fees of $283 compared to the prior year.

Depreciation expense


                                       Year-to-Date
                                 March 31       March 31
                                    2021          2020
Depreciation                     $      138    $       156
Percent of Product Sales                2.0 %          2.2 %

Dollar Change from Prior Year $ (18)






The decrease in depreciation expense during the three months ended
March 31, 2021, as compared to the prior year respective period, was primarily
due to a lower property, plant, and equipment depreciable base primarily due to
impairments taken for the Williamsville corporate office during the fourth
quarter of 2020.

Amortization expense


                                       Year-to-Date
                                 March 31       March 31
                                    2021          2020
Amortization                     $      150    $       172
Percent of Product Sales                2.2 %          2.4 %
Dollar Change from Prior Year    $     (22)




The decrease in amortization expense during the three months ended
March 31, 2021, as compared to the prior year respective period, was primarily
due to a lower intangible asset depreciable base primarily due to impairments
taken during 2020.

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Unrealized gain (loss) on investment




                                                Year-to-Date
                                          March 31       March 31
                                            2021           2020
Unrealized gain (loss) on investments    $        36    $     (445)
Percent of Product Sales                         0.5 %        (6.3) %
Dollar Change from Prior Year            $       481




The warrants to purchase 81,164 shares of Aurora Cannabis, Inc ("Aurora") common
stock are considered an equity security and are recorded at fair value. We
recorded the fair value of the stock warrants of $275 at March 31, 2021, using
the Black-Scholes pricing model, and recorded an unrealized gain on the warrants
in the amount of $36 for the three months ended March 31, 2021, and an
unrealized loss of $445 for the three months ended March 31, 2020.

Interest income, net




                                        Year-to-Date
                                  March 31       March 31
                                    2021           2020
Interest Income, net             $       112    $       612
Percent of Product Sales                 1.7 %          8.7 %

Dollar Change from Prior Year $ (500)






Interest income, net (interest income less investment fees) for the three months
ended March 31, 2021 is comprised of cash interest income of $67 and non-cash
interest accretion of $45 which relates to our preferred stock investment in
Panacea, and short-term investment securities purchased at a discount or
premium. The decrease in interest income during the three months ended
March 31, 2021, as compared to the prior year respective period, was primarily
due to lower cash and non-cash interest income on our Panacea convertible note
receivable ($173 and $93, respectively) as a result of a non-binding letter of
intent to restructure our Panacea investment. See Note 5 to our consolidated
financial statements included herein for additional information regarding our
Panacea investment. Cash interest income, net on our short-term investment
securities decreased $163 primarily due to lower bond interest yields and lower
total short-term investment securities as of March 31, 2021, as compared to the
prior year respective period.



Interest expense


                                        Year-to-Date
                                  March 31       March 31
                                    2021           2020
Interest Expense                 $       (7)    $      (12)
Percent of Product Sales               (0.1) %        (0.2) %

Dollar Change from Prior Year $ 5

Interest expense for the three months ended March 31, 2021 was in line with the expense for the same prior year period.





Net loss


                                       Year-to-Date
                                 March 31      March 31
                                    2021          2020
Net Loss                         $  (5,030)    $  (4,028)
Percent of Product Sales             (73.9) %      (57.1) %
Dollar Change from Prior Year    $  (1,002)




The increase in net loss for the three months ended March 31, 2021, as compared
to the same period during the prior year, was primarily the result of increased
SG&A expense of $1,688 during the three months ended March 31, 2021, compared to
the respective prior year period. This was partially offset by increased gross
margin of $360, which was primarily due to fulfillment of our

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SPECTRUM® cigarette order, decreased R&D expenses of $123, and decreased MTRP expenses of $138 compared to the respective prior year period.

Other Comprehensive Income (Loss)






                                            Year-to-Date
                                      March 31       March 31
                                        2021           2020
Other Comprehensive Income (Loss)    $      (32)    $     (193)
Percent of Product Sales                   (0.5) %        (2.7) %
Dollar Change from Prior Year        $       161




We maintain an account for short-term investment securities that are classified
as available-for-sale securities and consist of money market funds and corporate
bonds with maturities greater than three months at the time of acquisition.
Unrealized gains and losses on short-term investment securities (the adjustment
to fair value) are recorded as other comprehensive income or loss. We recorded
an unrealized loss on short-term investment securities in the amount of $32
resulting in other comprehensive loss of $32 for the three months ended
March 31, 2021. For the three months ended March 31, 2020, we recorded an
unrealized loss on short-term investment securities of $196 and recorded a
reclassification of gains to net loss in the amount of $3, resulting in other
comprehensive loss of $193.

Liquidity and Capital Resources






                                                              Year-to-Date
                                                        March 31      March 31
                                                           2021          2020
Net cash provided by (used in) operating activities     $  (3,911)    $  (4,662)
Net cash provided by (used in) investing activities        (8,535)         4,896
Net cash provided by (used in) financing activities         12,689          

-


Net increase (decrease) in cash and cash equivalents           243          

234


Cash and cash equivalents - beginning of period              1,029          

485


Cash and cash equivalents - end of period               $    1,272    $     

719


Short-term investment securities                        $   29,671    $   21,313




Working Capital

As of March 31, 2021, we had working capital of approximately $29,379 compared
to working capital of approximately $20,998 at December 31, 2020, an increase of
$8,381. This increase in working capital was primarily due to a $8,601 increase
in cash, cash equivalents and short-term investment securities resulting from
cash exercises of all of our outstanding warrants. The cash exercises eliminated
all outstanding warrants and amounted to net cash proceeds of $11,782.

Net cash used in operating activities

The decrease of cash used in operations in the amount of $751 was due to a decrease in cash used for working capital components related to operations in the amount of $2,099 which was partially offset by an increase in the cash portion of the net loss in the amount of $1,348 for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020.

Net cash provided by investing activities



The increase in cash used in investing activities, in the amount of $13,431, was
primarily the result of an increase in the net cash used for our short-term
investments in the amount of $13,422 and an increase in the cash used for
acquisition of machinery and equipment in the amount of $92, as compared to the
three months ended March 31, 2020. The increase in cash used in our short-term
investments was primarily due to increased funds for investment, from Q1 2021
warrant exercises, while the increased cash used for acquisition of machinery
and equipment was primarily due to new office furnishings and improvements at
our newly relocated corporate headquarters.

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Net cash provided by (used in) financing activities

During the three months ended March 31, 2021, cash provided by financing activities was $12,689 resulting from warrant exercises of $11,782 and option exercises of $1,153 which was partially offset by principal payments on our notes payable of $246.

Cash demands on operations



Our principal sources of liquidity are our cash and cash equivalents, short-term
investment securities, and cash generated from our contract manufacturing
business. As of March 31, 2021, we had approximately $30,943 of cash and cash
equivalents and short-term investments which is an increase of $8,601 from
December 31, 2020. This increase was primarily due to the cash exercise of our
outstanding warrants. Our short-term investment securities along with sustained
contract manufacturing sales provide sufficient resources for estimated
contractual commitments, described further in Note 11, and normal cash
requirements for operations for at least the next twelve months. In addition to
the commitments described in Note 11 to our consolidated financial statements,
we are currently in the process of securing contracts with select tobacco
farmers to assist with the 2021 growing of our VLNC tobacco. These contacts,
once finalized and executed, will increase the quantity of our current leaf
inventory which will help support expected demand of VLN®, if MTRP authorization
is granted by the FDA. The cost of such growing efforts is dependent on the
final agricultural yields and leaf quality, but we expect the cost to range
between $1.5 million and $1.9 million. We also believe that we have appropriate
liquidity to successfully manufacture and distribute our VLN® cigarette within
90 days of MRTP authorization by the FDA, if granted in 2021.

We also have an effective S-3 shelf registration statement on file with the U.S.
Securities and Exchange Commission (SEC), which provides us flexibility and
optionality to raise capital, however there can be no assurance that capital
will be available to us on acceptable terms or at all.

Critical Accounting Policies and Estimates

There have been no material changes to the information set forth in our Annual Report on Form 10-K for the year ended December 31, 2020.

Inflation

Inflation did not have a material effect on our operating results for the three months ended March 31, 2021 and 2020, respectively.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K.

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