Welcome to the 22nd Century Group’s First Quarter 2022 Earnings Conference Call. At this time all participants are in a listen-only mode and the floor will be opened for questions following management’s prepared remarks, As a reminder, today’s conference is being recorded. At this time, I would like to turn the call over to Mei Kuo, Director of Communications and Investor Relations. Thank you. Please go ahead.

Thank you, Donna. Good morning and welcome to 22nd Century’s first quarter earnings conference call. Joining me today are Jim Mish, our Chief Executive Officer; Mike Zercher, our President and Chief Operating Officer; and Rich Fitzgerald, our Chief Financial Officer. Earlier today, we issued a press release announcing our results for the first quarter 2022. We’ll start today’s call with prepared remarks from Jim, Mike and Rich before moving into a Q&A session. During our prepared remarks, we will be referring to slides which are available for viewing in the webcast and posted in the Investors section of our website at xxiicentury.com, under the Events subheading. We hope these slides will serve as a framework for management’s prepared remarks, reinforce key takeaways and provide additional transparency and insight into our business, strategy and objectives. Also, those of you joining by webcast can submit questions through the online interface, which we may include during the Q&A session of today’s call time permitting. Before we begin, some of the statements made today are forward-looking. Forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results to differ materially from those contemplated by these statements. Additional information regarding these factors can be found in our annual, quarterly and other reports filed with the SEC. During this call, we may also discuss non-GAAP financial measures, including adjusted EBITDA, which we define as earnings before interest, taxes, depreciation and amortization as adjusted for certain non-cash and non-operating expenses. For more details on these measures, please refer to our press release issued earlier today. And with that, I’ll turn the call over to Jim, beginning from Slide 3.

Thanks, Mei. Good morning everyone and happy Cinco de Mayo. As you know, 22nd Century focused on advanced plant biotechnology to improve human health. This morning, we’ll provide an update across our three franchises, reduce nicotine tobacco, hemp/cannabis and hops. Now based on recent activity, we will focus on tobacco, but we remain highly confident of the significant opportunities in all three of these franchises that will generate substantial growth and value for the company. Of course, let’s begin with an update on the pilot launch of VLN, the first and only modified risk tobacco product approved by the FDA. It’s still early, but the pilot is going extremely well. We’re absolutely thrilled that VLN is on the shelves at our Circle K pilot locations in Chicago, giving smokers for the first time ever an FDA authorized tobacco cigarette with 95% less nicotine designed specifically to help them smoke less. Our Circle K pilot is designed to refine our marketing to maximize trial, repeat purchase and advocacy as we ready for national launch. But bear in mind, we very well may accelerate and expand to additional markets prior to completion of a pilot. This is even more compelling now that the FDA has advanced it proposed rule making banning menthol as a characterizing flavor in cigarettes. The rule includes a process that specifically highlights reduced nicotine menthol cigarettes as an example of a product that would be exempted from the rule. We believe that VLN Menthol King would be the only menthol cigarette left on the market under this rule and a cornerstone of the FDA’s policy, providing menthol smokers, a critical off-ramp as the rule takes effects. This is a $24 billion total addressable market and exactly as the FDA indicated in our MRTP authorization in December. All this…

Thanks, Jim. And good morning everyone. As of April 11 we officially entered the market with our VLN King and VLN Menthol King reduced nicotine content cigarettes and in, so doing past another major milestone for 22nd century and our shareholders. Immediately following the FDA’s authorization of our MRTP two days before Christmas, we put our pilot launch plan into action with Circle K and our other marketing and distribution partners. The final piece of the puzzle was the Illinois state attorney general registration that is required for every cigarette brand sold in the state. While this mandatory state-level process took some time to complete. Once we had it in hand on April 4, we began stamping and distributing VLN immediately that the very first retail sale of VLN coming just a week later. Our team on the ground has done an excellent job in the few weeks since then creating high visibility for VLN with the posting of our point-of-sale advertising in the more than 150 Chicagoland Circle K stores selected for the pilot. During the weeks leading up to the launch, we also secured both a feature story in the Chicago Tribune about how VLN can help people to smoke less and support from the Chicago Medical Society, a group of 7,000 medical professionals in Chicago affirming the very exciting opportunity that medical professionals have with VLN to help their patients who are smokers. While we have been in market for just a few weeks now, initial sales results have been very good in our exceeding expectations. So far, this has been driven primarily by media exposure, support from the healthcare community and in store visibility. We’ll be hitting our full stride in the coming weeks with our remaining marketing and promotional programs, which include direct mail and…

Thanks Mike. It’s really been an incredible first quarter in tobacco and we’re excited for the path ahead, especially with the national rollout of VLN and working to support the FDA and their comprehensive plan. In fact, every catalyst that we could have asked for has worked and is working in our favor and is positioning us for substantial growth. So we’re very excited about that. Let’s now turn to Slide 12 as we focus for a few minutes on our other two growth franchises, starting with hemp cannabis. This is a transformative year for hemp cannabis, and we continue to deliver as promised. We remain absolutely committed to this franchise to maximizing the consumer experience and confidence with hemp cannabis products, by developing superior plant lines, to provide the inputs going into those products. We do this by developing proprietary, scalable plant lines that exhibits stable genetic profiles, predictable agronomic traits, and highly valuable yield profiles necessary to fully commercialize the industry. We completed our first harvest of high CBD and high CBG, low THC plants of Needle Rock Farms in the fourth quarter, selling biomass at that time and holding a portion of the harvest for potential of a high purity distillate, utilizing a new purification technology that we sold in this quarter. We’re also able to generate revenue since Q4 from our first IP agreement, a three-party deal with Aurora Cannabis and Cronos Group for use of our shared and anti-IP that addresses the production of biosynthetic cannabinoids. Looking at 2022, we’re excited to continue scaling and developing our proprietary plant technologies as we work to revolutionize the industry, much was done decades ago with other major crops like corn, wheat and soybeans. We’re now preparing hemp plant lines for an expanded 2022 growing program at our…

Thanks, Jim, and good morning, everyone. Starting off with Slide 16 and our quarterly results. Net sales increased by 33% year-over-year to $9 million through a combination of higher volume and price increases within our contract manufacturing cigar and cigarette business. We continue to generate new business in orders with additional customers and are also now manufacturing VLN cigarettes for our pilot launch in both the U.S. and international markets. We continue to closely monitor certain supply shortages that are affecting our industry, but our team in North Carolina is managing through those quite effectively. Gross profit margin for the first quarter declined year-over-year to 5% due to product mix, supply chain delays and in MSA settlement assessment. The largest factor of this margin impact was that in the prior first – prior year first quarter, we completed a notable research cigarette quarter at higher margin. Whereas in current year, a comparable research cigarette order was deferred by the customer into the second quarter of 2022. It’s important to note that our investment in the CMO business is now paying dividends as we were well-positioned to promptly commence VLN manufacturing as part of our 90-day pilot market launch effort. As VLN exits the pilot phase and begins to scale its positioning as a premium brand will command higher revenue and margins when compared to our third-party CMO manufacturing business. This is a net positive to our revenue and gross margin profile as we progress national and U.S. launches of VLN. Some of the early enhanced margin benefit will be reinvested to initially fund launch activities, but in the mid-term, it will generate much greater revenue and margin per carton than our legacy CMO third-party business. Turning to total operating expenses for the first quarter, they increased by $2.8 million. As…

Thanks, Rich. It’s an exciting time for us as we go-to-market in the U.S. with Circle K as our pilot partner, which will ultimately lead to the several major national C store and pharmacy chains placing our VLN products in front of customers. With a proposed menthol ban gaining traction as it should, we may well be the only combustible menthol cigarette in the market as a tool to help smokers transition away from traditional menthol products targeted by the proposed FDA ban. We’re moving ahead with our first year international launches as well. We’re ready to go. Every catalyst, as I indicated before has worked in our favor and is in our pockets and are position us for strong growth. And so we’re ready to go, not just on our innovation tobacco products, but also in our hemp/cannabis products and with our emerging research and global hops market. We really look forward to the year ahead and talking again soon. And with that operator, please open the call for our questions.

Thank you. The floor is now open for questions. The first audio question today is coming from Vivien Azer of Cowen. Please go ahead.

Hi, thanks so much for taking the questions. This is Harrison Vivas on for Vivien. So just to start off, can you try and – can you just dimensionalize the dollar benefit you got from your shipments to South Korea in the quarter?

Yes. Again, this like the pilot in Chicago is a small initial order to go through regulatory clearance there and it did not rise to the level where we would separately disclose it.

Okay, understood. So kind of transitioning to Chicago, can you just talk about initial sell through trends relative to your initial expectations and maybe comment on retail inventory days on hand versus the initial launch. Thanks.

Yes. Harrison, this is Mike. I can respond to that question. We’ve been in the market for about three weeks now. We’ve got so far two weeks of reporting data. So the sales data so far does exceed our expectations. But it’s still very early days to two data points do not make a trend line. So – but the anecdotal evidence on the ground is all very positive and we look forward to reporting more details about the sales results and inventories on hand, as we – through the coming weeks as the sales date develops.

Okay, that’s helpful. Last one for me. Just as it relates to the nine new states, can you sort of provide maybe some line of sight into the timing that you’re expecting? Are there key milestones that you’re looking to hit in Chicago before expanding? And if so – what are those milestones, if you can provide any color on those nine additional states, that’d be helpful. Thank you.

Yes. Our key metric will be essentially share of market in stores where we’re selling and that will be one of the key decision points as the pilot develops the geographic scope and the timing of the – next phase of the launch is still in planning. And we’ll be happy to provide more details about that as we firm up those plans.

Great. Thanks very much. I’ll jump back in the queue.

Thank you. The next question is coming from Brian Wright of Roth Capital Partners. Please go ahead.

Thanks. Good morning. Happy Cinco de Mayo and congrats on all the progress. My first question is, did you give us the exact numbers for us in the Chicago pilot other than over 150? I just wanted to make sure I might have missed that.

It’s up 159 stores to be exact.

Okay, great. Thanks. And then are you willing to – you did mention that the menthol sales in Chicago were outpacing the non-menthol sales. Is there – I know it’s early, but is there – is it like a meaningful difference? Is it like 55, 45, 60, 70 or any color on that just out of curiosity?

Yes. So I don’t know if they’re outpacing, menthol is outpacing non-menthol but certainly menthol is over indexing relative to share of market across other brands. We think that’s positive sign about menthol smokers’ interest in this.

Great. Great. And then just last one, you mentioned that the three – that there’s a 3 million R&D shipment and that’s going to come in the second quarter then, as far as revenue recognition.

Yes, 3 million. Yes. There are 3 million research cigarettes being manufactured and shipped. That I don’t know the exact timing that likely is second quarter, but could slide into third quarter depending on the delivery processes basically.

Okay. And it’s all or nothing. So it’s either second quarter or third quarter, would it be like a mix of both?

It depends on the manufacturing schedule. Sometimes, we ship them in parts.

Okay. Okay, great. Thank you.

Thank you.

Thank you. The next question is coming from Jim McIlree of Dawson James. Please go ahead.

Thank you. Good morning, everyone. Jim, in your opening comments, you talked about possibly expanding to additional markets, while the trial is underway. Would that be with Circle K or would that be with somebody else? Or can you say...

It could be a combination. We’re watching this every day and making sure that we’re doing everything we can to simultaneously refine our marketing collateral. Yet at the same time, accelerate revenue and growth. And we’re letting that play out, but that very well, as I said, may open up opportunities to move into these other markets prior to the end of the pilot. That could be in part with Circle K, that could be in part with others as well. So we’re watching that very carefully. And as I said before, as well, it becomes that much more compelling and we paying that much more attention to it based on the FDA’s activity and how the menthol mandate is progressing. So it could be – to answer your question though, Jim, it could be with Circle K and others.

Got it. Got it. Thanks. And Mike, you’ve mentioned some of the factors that you are evaluating as this trial progresses. I was hoping you could prioritize what you think, let’s say, the two or three most important metrics that that you are looking at as this trial goes forward.

Yes, I mean, ultimately the biggest question in the pilot is share of store sales. And the reason that’s important is primarily because that’s the key variable in planning for a national launch. And so the size of the revenue in the national launch will drive all of our planning from there. And so the share store sales is the key – the key metric in developing that plan. That’s what determines what revenue we can expect, what margin we can expect as a result of that, what profit we can expect as a result of that and what size the marketing programs need to be to drive that. So we’re looking at share of market and then secondarily cost of acquisition – consumer acquisition, as the key variables in that national plan.

Got it. And it’s – so I’m assuming that you have some expectation or range of expectations about market share over the life of the trial, and you’re just tracking that relative to the actual results. Is that a good a way to look at it?

That’s right. Yes. As Jim said before it’s a relatively low bar. Any premium – new premium offering in the cigarette category is a new thing. We think we’re well positioned to succeed as a premium offering. And so it’s relatively low bar for us to be profitable here, even capturing relatively small numbers in terms of market share. But our objective is to obviously capture as much share as we can as quickly as we can.

Okay. Okay. And Mike for you again. I think that you mentioned during your commentary two sources of spending coming up and I didn’t write it down fast enough. But I thought one of them was an expansion of capacity. And then the second was planting a new crop. Can you just repeat that and maybe expand on that in terms of the total amount of dollars required and the timeframe for spending those dollars?

Yes. So I did mention, we’re spending $1.5 million on installing an additional making and packing line at the manufacturing facility. So that’ll allow us to expand the VLM sales, as well as maintain and grow the contract manufacturing business at the same time. And then the other investment I mentioned was a multi-million dollar investment in our new – in our, in this year’s VLM crop. We haven’t publicly, or we haven’t disclosed the amount that we’re investing there for competitive reasons. But it is the largest crop of VLM that we’ve ever planted by a sizable margin. And we’re doing that with the confidence that that the demand for VLM will be significantly as we head into national launch and build out the international markets.

Okay. And so both of those are 2022 events?

That’s correct.

All right. And you said on the second one on the – on VLN crop, is that crop going to be harvested this year as well?

Yes. That would be harvested yes, this year, late summer, early fall. So it’s going into the gram as we speak.

Got it. Okay. I think that’s all for me. Thanks a lot guys. Take care. Talk to you soon.

Thanks, Jim.

Thank you. At this time, we will address submitted questions from the web.

Thank you. First question is what barriers would keep big tobacco companies from copying XXII low nicotine technology, as soon as regulations demand it.

Jim, do you want me take that?

Yes, go ahead. I can chime in.

Yes. So we’ve been working for a number of years on creating these varieties of reduced nicotine tobacco plants. There are dozens of patents that we own or control related to nicotine biosynthesis in the tobacco plant. In recent years, our research has been focused on using non-GMO methods of creating these plants, which have allowed us to produce different varieties of tobacco, basically introducing reduced nicotine content traits into different varieties of tobacco, which we think are important for a number of reasons. One, the non-GMO approach allows us to access many international markets where GMOs are not allowed or not accepted by consumers. It also allows us to create, is it basically make any variety of tobacco non-GMO, and that allows us to work closely with any number of manufacturers, maybe making combustible tobacco products, including cigars to convert their proprietary lines into reduced nicotine lines. So that opens up a number of strategic opportunities. So all of this is protected by a very wide and deep mode, as I mentioned of dozens of patents. And the big tobacco companies have in the process of the rule making around the reduced nicotine mandate, publically commented about the strength of our IP and how difficult it would be for them to develop these plants themselves overtime that it would take 10 years or 20 years and multi billions of dollars for them to do this research. So that’s where our confidence lies.

And in addition, just to add on to that, in addition, you have double protection, because not only would they have to do that, but they would have to seek, PMTA and MRTP authorization, which would take quite some time. So, we’ve got a deep and wide IP mode now across all these varietals at the low nicotine levels and then doubly protected with the timeliness of getting PMTAs and MRTPs through the through the system.

Thanks, Jim. Our next question is, does the variable nicotine research cigarettes mean that the future levels of nicotine may be variable that the FDA will allow?

That’s a good question. The – that remains to be seen, but based on the current independent clinical science, it’s unlikely that the levels will be variable. So, we make the variable research cigarettes so that FDA and researchers can answer that very question. There have been a number of studies done already by independent researchers to address that question. One of the largest being essentially the equivalent of Phase 3 study with over a 1000 patients and what that clearly showed was that a sort of a variable approach or a step down approach is, is not the best way to address it, because in those middle levels of nicotine, you actually see increased consumption. And it’s a phenomena similar to what has been seen with light and ultra light cigarettes, low-tar cigarettes in the past, where smokers end up smoking more in the case of very low levels of nicotine like we have in VLN. You don’t see that compensatory smoking you don’t see an increase in smoking, but of course rather a decrease of smoking, which is why we have the claim on the pack that VLN helps you smoke less. And so what we would expect based on science is that FDA will mandate an immediate reduction in nicotine levels to very low levels basically to the level that our product is today.

Thanks, Mike. Our next question is given the very large market for menthol cigarettes in the U.S., will the company be able to satisfy this market once the FDA bans all other menthol cigarettes?

That’s a good question. Oh, go ahead. Rich.

Well, Mike, I was just pointing out that, with the expansion, we’ll be able to satisfy 1% of the U.S. market. That’s an $80 billion market. And we have the capacity to expand that up to 3%. So clearly we’ve with the North Carolina facility and the ability to marginally expand it. We can step up to, 1% to 3% of the U.S. market, which would be a very good penetration given that it’s an $80 billion market. Mike, do you have anything?

Yes, those are great points. That, and those are, that increase to 3% of market is an investment, with this – with minimal investments and can be done very quickly. As we, approach a final rule or as FDA approaches a final rule, of course we do have a bit of time plan for that. We’re looking at manufacturing alternatives there to be able to address the larger market, but one of the key assumptions in any kind of analysis is like, this is where do menthols, what do menthol smokers do? And so FDA’s expectations of course, is that some smokers will quit. And that’s one of the reasons, why FDA looks favorably upon reduced nicotine cigarettes in VLN as well because this is something that, helps them not only to smoke less, but potentially helps them to wean themselves from combustible cigarettes. And so some menthol smokers will quit. Some menthol smokers will switch to less harmful forms of nicotine delivery like vape in e-cigarettes that’s fully expected in a menthol rule. And then some smokers may decide that they want to continue to consume cigarettes with high levels of nicotine but without menthol. So they might migrate away from menthol addictive menthol or high nicotine menthol cigarettes. So, the entire menthol market is not what we need to supply. It will be something, some subset of that, but we’re well positioned to be able to do that. We have the time to increase our supplies and our manufacturing capacity to be able to do that. We would also expect to be working with strategic partners, who are already in the industry to be able to provide and meet the demand from their customers as well.

Thanks Mike. And we have time for two more questions. Few investors are asking, if mail order or online sales of VLN will be available?

Mail order sales are not current are basically prohibited by Federal law. Although in time we think there’s a good case to be made to make an exception to that rule for VLN. But that’s not something that we can do today. But if that’s something that you’d like to see, I’d encourage you to contact your Federal Congress people and U.S. Senators encourage them to look at a change like that in Federal law.

Thanks Mike. And our last question is VLN currently exempt or expected to be exempt from any state or federal excise tax and or MSA payments?

Yes. There are a handful of states already where VLN has a reduced state tax rate, state excise size tax rate being that it is an MRTP product, and those states are high on our list, when we look at rolling out the national launch. I think there’s some benefit there, potentially the smokers as well as to our bottom line. And we are looking at the possibilities of that sort of benefit expanding to other states as well as to the federal excise tax. MSA payments, is an interesting question. That’s something that’s set by an industry agreement with the various states who are parties to that settlement agreement. So it’s unlikely that, that we could renegotiate a 20 plus year old settle agreement like that, but certainly the reduced excise taxes go a long way towards helping the cost.

Thanks, Mike, I’ll turn it over to Jim for closing comments.

Thank you, Mei. Appreciate all the great questions and look forward to reconnecting again in the next quarter. Whereas Mike indicated we’ll have much more data to share and trend information as well. So thank you for all your time and attention 22nd Century. As I said before, we’re excited across all three franchises. We’ve got all the catalysts in our pocket and we’re poised for growth, and we’re finally focused on execution across these three franchises, obviously with the nearest term focus on our tobacco franchise and VLN. So thank you for your time and we’ll talk soon.

Ladies and gentlemen, thank you for your participation. This concludes today’s event. You may disconnect your lines at this time, or log off the webcast and enjoy the rest of your day.