22nd Century (XXII) 10-Q 9 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 02, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity File Number	001-36338
Entity Registrant Name	22nd Century Group, Inc.
Entity Central Index Key	0001347858
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	98-0468420
Entity Address, Address Line One	500 Seneca Street
Entity Address, Address Line Two	Suite 507
Entity Address, City or Town	Buffalo
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14204
City Area Code	716
Local Phone Number	270-1523
Title of 12(b) Security	Common Stock, $0.00001 par value
Security Exchange Name	NASDAQ
Trading Symbol	XXII
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		222,504,346

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 10,952	$ 3,020
Short-term investment securities	5,275	18,193
Accounts receivable, net	9,131	5,641
Inventories	10,528	10,008
Insurance recoveries	3,000	5,000
Prepaid expenses and other current assets	2,252	2,743
Total current assets	41,138	44,605
Property, plant and equipment, net	14,322	13,093
Operating lease right-of-use assets, net	5,309	2,675
Goodwill	33,160	33,160
Intangible assets, net	18,385	16,853
Investments	682	682
Restricted cash	7,500
Other assets	3,642	3,583
Total assets	124,138	114,651
Current liabilities:
Notes and loans payable - current	314	908
Operating lease obligations	862	681
Accounts payable	4,602	4,168
Accrued expenses	6,306	1,428
Accrued payroll	1,276	3,199
Accrued excise taxes and fees	2,330	1,423
Deferred income	257	831
Other current liabilities	923	380
Total current liabilities	16,870	13,018
Long-term liabilities:
Notes and loans payable	154	3,001
Operating lease obligations	4,602	2,141
Long-term debt	16,417
Other long-term liabilities	4,736	516
Total liabilities	42,779	18,676
Commitments and contingencies (Note 11)
Shareholders' equity
Preferred stock, $.00001 par value, 10,000,000 shares authorized
Common stock, par value	2	2
Capital in excess of par value	337,512	333,898
Accumulated other comprehensive loss	(41)	(111)
Accumulated deficit	(256,114)	(237,814)
Total shareholders' equity	81,359	95,975
Total liabilities and shareholders' equity	$ 124,138	$ 114,651

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.00001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares issued	217,057,927	215,238,198
Common stock, shares outstanding	217,057,927	215,238,198

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue:
Revenues, net	$ 21,962	$ 9,045
Cost of goods sold (exclusive of depreciation shown separately below):
Cost of goods sold	23,139	8,736
Gross (loss) profit	(1,177)	309
Operating expenses:
Sales, general and administrative	14,231	7,262
Research and development	1,517	1,141
Other operating expense, net	898	52
Total operating expenses	16,646	8,455
Operating loss	(17,823)	(8,146)
Other income (expense):
Unrealized loss on investments		(817)
Other income, net	5
Interest income, net	57	50
Interest expense	(421)	(5)
Total other expense	(359)	(772)
Loss before income taxes	(18,182)	(8,918)
Net loss	$ (18,182)	$ (8,918)
Net loss per common share - basic	$ (0.08)	$ (0.05)
Net loss per common share - diluted	$ (0.08)	$ (0.05)
Weighted average common shares outstanding - basic	215,784	163,157
Weighted average common shares outstanding - diluted	215,784	163,157
Other comprehensive loss:
Unrealized gain (loss) on short-term investment securities	$ 61	$ (400)
Foreign currency translation	(4)
Reclassification of realized losses to net loss	13
Other comprehensive income (loss)	70	(400)
Comprehensive loss	$ (18,112)	$ (9,318)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Capital in Excess of Par Value	Accumulated Other Comprehensive Income (Loss).	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment [Member]	Accumulated Deficit	Cumulative Effect, Period of Adoption, Adjustment [Member]	Total
Beginning balance at Dec. 31, 2021	$ 2	$ 244,247	$ (162)		$ (178,013)		$ 66,074
Beginning balance (in shares) at Dec. 31, 2021	162,872,875
Stock issued in connection with RSU vesting, net of shares withheld for taxes (in shares)	1,663,691
Equity-based compensation		1,213					1,213
Other comprehensive income			(400)				(400)
Net loss					(8,918)		(8,918)
Ending balance at Mar. 31, 2022	$ 2	245,460	(562)		(186,931)		57,969
Ending balance (in shares) at Mar. 31, 2022	164,536,566
Beginning balance at Dec. 31, 2022	$ 2	333,898	(111)	$ (118)	(237,814)	$ (118)	95,975
Beginning balance (in shares) at Dec. 31, 2022	215,238,198
Stock issued in connection with RSU vesting, net of shares withheld for taxes		(414)					(414)
Stock issued in connection with RSU vesting, net of shares withheld for taxes (in shares)	1,353,891
Stock issued in connection with acquisition		503					503
Stock issued in connection with acquisition (in shares)	465,838
Equity detachable warrants		2,350					2,350
Equity-based compensation		1,175					1,175
Other comprehensive income			70				70
Net loss					(18,182)		(18,182)
Ending balance at Mar. 31, 2023	$ 2	$ 337,512	$ (41)		$ (256,114)		$ 81,359
Ending balance (in shares) at Mar. 31, 2023	217,057,927

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical)	3 Months Ended
	Mar. 31, 2023 shares
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Shares withheld for taxes	474,091

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (18,182)		$ (8,918)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization and depreciation	881		329
Amortization of right-of-use asset	294		92
Unrealized loss on investment			817
Realized loss on short-term investment securities	13
Provision for credit losses	61
Loss on the sale of machinery and equipment	103
Accretion of non-cash interest expense (income), net	(7)		119
Debt related charges included in interest expense	231
Equity-based employee compensation expense	1,175		1,213
Loss on change of contingent consideration	22
Loss on change of warrant liabilities	139
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	(3,624)		(635)
Inventory	(495)		(872)
Prepaid expenses and other assets	1,971		794
Accounts payable	312		(661)
Accrued expenses	1,544		647
Accrued payroll	(1,923)		(1,850)
Accrued excise taxes and fees	906		739
Other liabilities	(921)		258
Net cash used in operating activities	(17,500)		(7,928)
Cash flows from investing activities:
Acquisition of patents, trademarks, and licenses	(116)		(105)
Acquisition of property, plant and equipment	(1,910)		(258)
Proceeds from the sale of property, plant and equipment	200
Acquisition, net of cash acquired	90
Investment in Change Agronomy Ltd.			(682)
Property, plant and equipment insurance proceeds	3,500
Sales and maturities of short-term investment securities	15,726		13,595
Purchase of short-term investment securities	(2,767)		(3,778)
Net cash provided by investing activities	14,723		8,772
Cash flows from financing activities:
Payment on note payables	(3,512)		(596)
Proceeds from issuance of notes payable	71
Proceeds from issuance of long term debt	16,849
Payment of debt issuance costs	(801)
Proceeds from issuance of detachable warrants	6,016
Taxes paid related to net share settlement of RSUs	(414)
Proceeds from note payable issuance		$ 1,994
Net cash provided by (used in) financing activities	18,209		(596)
Net increase in cash, cash equivalents and restricted cash				$ 15,432	$ 248
Cash, cash equivalents and restricted cash - beginning of period	3,020	1,584	1,336	1,336
Cash, cash equivalents and restricted cash - end of period	18,452		1,584	3,020	1,336
Reconciliation of cash and cash equivalents and restricted cash
Cash and cash equivalents at beginning of period	3,020	1,584	1,336	1,336
Cash, cash equivalents and restricted cash - beginning of period	3,020	$ 1,584	1,336	1,336
Cash and cash equivalents at end of period	10,952		1,584	3,020	1,336
Restricted cash at end of period	7,500
Cash, cash equivalents and restricted cash - end of period	18,452		1,584	$ 3,020	$ 1,336
Non-cash transactions:
Capital expenditures incurred but not yet paid	142		$ 91
Right-of-use assets and corresponding operating lease obligations	2,928
Non-cash consideration RXP acquisition	$ 1,926

NATURE OF BUSINESS AND SUMMARY

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1. - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – 22nd Century Group, Inc. (together with its consolidated subsidiaries, “22 nd Century Group” or the “Company”) is a publicly traded Nevada corporation on the NASDAQ Capital Market under the symbol “XXII.” 22nd Century Group is a leading agricultural biotechnology and intellectual property company focused on tobacco harm reduction, reduced nicotine tobacco and improving health and wellness through plant science. ​ The accompanying condensed consolidated financial statements are presented in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC") and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in the Company’s Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2022. ​ In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. The results for interim periods are not necessarily indicative of results or trends that may be expected for the fiscal year as a whole. The condensed consolidated financial statements were prepared using U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates. ​ Reclassifications As a result of the acquisition of GVB Biopharma (see Note 2), the Company has revised the presentation and classification of depreciation and amortization in the Condensed Consolidated Statement of Operations and Comprehensive Loss to conform with the acquiree, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, 2022 ​ As originally ​ ​ ​ ​ ​ ​ ​ reported Reclass Revised Revenues, net $ 9,045 ​ $ — ​ $ 9,045 Cost of goods sold 8,585 ​ 151 ​ 8,736 Gross profit ​ 460 ​ ​ (151) ​ ​ 309 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Sales, general and administrative ​ 7,305 ​ ​ (43) ​ ​ 7,262 Research and development ​ 972 ​ ​ 169 ​ ​ 1,141 Depreciation ​ 168 ​ ​ (168) ​ ​ — Other operating (income) expenses, net ​ — ​ ​ 52 ​ ​ 52 Amortization ​ 161 ​ ​ (161) ​ ​ — Total operating expenses ​ 8,606 ​ ​ (151) ​ ​ 8,455 Operating loss $ (8,146) ​ $ — ​ $ (8,146) ​ Restricted Cash - ​ ​ ​ Credit Losses - The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables and contract assets. The Company considers historical collection rates, current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable and contract assets, the Company believes that the carrying value, net of excepted losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments. ​ To determine the provision for credit losses for accounts receivable, including consideration of contract assets or unbilled receivables, the Company has disaggregated its accounts receivable by nature and type of product being sold, as the Company determined that risk profile of its customers is consistent based on the type of product and industry in which they operate. These customer classes include tobacco distributors/wholesalers for its CMO cigarette and filtered cigar tobacco product sales, hemp/cannabis bulk ingredient product sales, and hemp/cannabis white label product sales. Each class of customer is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the related industry, including unemployment rates, industry indices, and other factors, to estimate if there are current expected credit losses within its trade receivables based on the trends and the Company’s expectation of the future status of such economic and industry-specific factors. The Company believes that its customers, the majority of which are in industries with sound financial condition, and therefore, the Company’s evaluation of macroeconomic and industry-specific factors did not have a material impact on the provision for credit losses. As of March 31, 2023 and December 31, 2022, the Company recorded a provision for credit losses of $551 and $372 respectively. ​ Acquisitions - The Company accounts for acquisitions under the acquisition method of accounting for business combinations. Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. ​ All direct acquisition-related costs are expensed as incurred and are recognized in operating expenses on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Contingent Consideration - ​ Warrants - Distinguishing Liabilities from Equity Derivatives and Hedging ​ Warrants that the Company may be required to redeem through payment of cash or other assets outside its control are classified as liabilities pursuant to ASC 480 and are initially and subsequently measured at their estimated fair values. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For additional discussion on warrants, see Note 6 and Note 10. ​ Debt Issued with Detachable Warrants - Debt “Warrants” Interest ​ Embedded Derivatives - ​ Debt Issuance Costs and Discounts - ​ Goodwill - Goodwill represents the excess of cost over the fair value of identifiable net assets of a business acquired and is assigned to one or more reporting units. The Company’s reporting units are the same as its two reportable segments, which is (1) Tobacco, and (2) Hemp/Cannabis. The Company tests its reporting unit’s goodwill for impairment at least annually as of the measurement date year and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. During the three-month period ended March 31, 2023, there were no indicators of impairment and accordingly a goodwill impairment test was not performed. Gain and Loss Contingencies In accordance with ASC 450-30, Gain Contingencies, cash is received. Insurance recoveries may be realized earlier than cash receipt if a claim and amount of reimbursement is acknowledged by the insurance company that payment is due and collection is probable. ​ The Company maintains general liability insurance policies for its facilities. Under the terms of our insurance policies, in the case of loss to a property, the Company follows the guidance in ASC 610-30, Other Income —Gains and Losses on Involuntary Conversions, . ​ Refer to further discussion of all commitments and contingencies in Note 11. ​ Income Taxes - Recent Accounting Pronouncements – Adoption of Accounting Standards Codification Topic 326 The Company adopted ASU 2016-13, or ASC 326 Financial Instruments-Credit Losses , effective January 1, 2023 under a modified retrospective approach. Under the current expected credit losses (“CECL”) model, the Company immediately recognizes an estimate of credit losses expected to occur over the life of the financial asset at the time the financial asset is originated or acquired. Estimated credit losses are determined by taking into consideration historical loss conditions, current conditions and reasonable and supportable forecasts. Changes to the expected lifetime credit losses are recognized each period. The new guidance applies to the Company’s trade receivables and contract asset balances. Due to the nature of business operations and contracts with customers, the Company has historically not experienced significant bad debt expense or write-offs and as a result, the adoption of ASC 326 did not have a material impact to the Company’s Condensed Consolidated Financial Statements. In connection with the adoption of ASC 326, the Company recorded a provision for credit losses of We consider the applicability and impact of all ASUs. If the ASU is not listed above, it was determined that the ASU was either not applicable or would have an immaterial impact on our financial statements and related disclosures.

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS	3 Months Ended
	Mar. 31, 2023
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS	NOTE 2. – BUSINESS ACQUISITIONS RX Pharmaceutical, Ltd. On January 19, 2023, the Company acquired RX Pharmatech Ltd (“RXP”) a privately held distributor of cannabinoids with 1,276 novel food applications with the U.K. Food Standards Agency (“FSA”). RXP’s products include CBD isolate and numerous variations of finished products like gummies, oils, drops, candies, tinctures, sprays, capsules and others. RXP is included in the Company’s Hemp/cannabis reportable segment. The initial consideration paid to acquire RXP included $200 in cash and $503 in common stock (consisting of 465,838 unregistered shares of common stock), and an initial estimate of target working capital true-up of $286. The fair value of the Company’s common stock issued as part of the consideration was determined based upon the opening stock price of the Company’s shares as of the acquisition date. Additionally, t he contingent consideration in the transaction represents the estimated fair value of the Company’s obligation, under the share purchase agreement, to make additional payments of up to $1,550 over the next three years based on specified conditions being met, which has an initial fair value of contingent consideration of $1,138 . The fair value of the aggregate consideration in the transaction is $2,127 . Based on the preliminary purchase price allocation, the assets acquired and liabilities assumed principally comprise $1,744 of intangible assets, and other immaterial working capital items representing a net asset of $93 (net of cash acquired of $290 ). There was ​ Intangible assets include the intellectual property associated with the 1,276 novel food applications with the FSA., which is determined to be indefinite lived. The preliminary fair value was determined by utilizing the cost approach, and considered market data to evaluate the replacement cost per application. The Company utilizes third-party valuation experts to assist in estimating the fair value of the contingent consideration and develops estimates by considering weighted-average probabilities of likely outcomes and discounted cash flow analysis. These estimates require the Company to make various assumptions about forecasted revenues and discount rates, which are unobservable and considered Level 3 inputs in the fair value hierarchy. A change in these inputs to a different amount might result in a significantly higher or lower fair value measurement at the reporting date. ​ The following table provides quantitative information associated with the initial fair value measurement of the Company’s liabilities for contingent consideration as of January 19, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Payout ​ ​ ​ ​ ​ Weighted Average Contingency Type ​ (undiscounted) ​ Fair Value ​ Unobservable Inputs or Range Revenue-based payments ​ $ 1,550 ​ $ 1,138 ​ Discount rate 16 % ​ ​ ​ ​ ​ ​ ​ ​ Projected year(s) of payment 2024-2026 ​ The amounts reported are considered provisional as the Company is finalizing the valuations that are required to allocate the purchase price through the measurement period, which remains open as of March 31, 2023. As a result, the allocation of the provisional purchase price may change in the future, which could be material. ​ GVB Biopharma ​ On May 13, 2022, the Company entered into and closed the transactions contemplated by the Reorganization and Acquisition Agreement (the “Reorganization Agreement”) with GVB Biopharma (“GVB”). Under the terms of the Reorganization Agreement, the Company acquired substantially all of the assets of GVB’s business dedicated to hemp-based cannabinoid extraction, refinement, contract manufacturing and product development (the “Transaction”). The acquisition of GVB allows the Company to leverage its expertise in receptor and plant science to develop its hemp/cannabis franchise and add significant scale. GVB is included in the Company’s Hemp/cannabis reportable segment. The aggregate consideration for the Transaction consisted of (i) the assumption of approximately one one The Transaction was structured as a tax-free re-organization pursuant to Internal Revenue Code Section 368(a)(1)(c). Accordingly, the tax basis of net assets acquired retain their carry over tax basis and holding period in purchase accounting. The Company recorded provisional estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition during the second quarter of 2022, resulting in goodwill of $44,200. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time the Consolidated Financial Statements were prepared. During the measurement period, the preliminary fair values of the assets acquired and liabilities assumed as of May 13, 2022 were adjusted to reflect the ongoing acquisition valuation analysis procedures of property and equipment, intangible assets, deferred taxes, and working capital adjustments. These adjustments resulted in a combined reduction to goodwill of $11,040 . The impact of depreciation and amortization to Operating loss recorded in the third quarter of 2022 as a result of completing valuation procedures for property and equipment and intangible assets, that would have been recorded in the prior period since the date of acquisition was The amounts reported are considered provisional as the Company is finalizing the valuations that are required to allocate the purchase price through the measurement period, which remains open as of March 31, 2023, as the final stub period income tax returns have not yet been completed. As a result, the allocation of the provisional purchase price may change in the future, which could be material. ​ The following table presents management’s purchase price allocation: ​ ​ ​ ​ Cash $ 456 Accounts receivable ​ 2,944 Inventory ​ 3,551 Other assets ​ 519 Property, plant & equipment ​ 11,388 Operating leases right-of-use assets, net ​ 1,231 Goodwill ​ 33,161 Tradename ​ 4,600 Customer relationships ​ 5,800 Accounts payable and accrued expenses ​ (2,777) Other current liabilities ​ (944) Lease liabilities ​ (1,259) Auto loans ​ (387) Deferred tax liability ​ (627) Bridge loan ​ (4,250) Fair value of net assets acquired $ 53,406 ​ The fair values of the assets acquired were determined using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset, among other considerations. The market approach estimates the value for a subject asset based on available market pricing for comparable assets. The income approach estimates the value for a subject asset based on the present value of cash flows projected to be generated by the asset. The projected cash flows were discounted at a required rate of return that reflects the relative risk of the asset and the time value of money. The projected cash flows for each asset considered multiple factors from the perspective of a marketplace participant including revenue projections from existing customers, attrition trends, tradename life-cycle assumptions, marginal tax rates and expected profit margins giving consideration to historical and expected margins. The cost approach estimates the value for a subject asset based on the cost to replace the asset and reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to economic obsolescence if indicated. These fair value measurement approaches are based on significant unobservable inputs, including management estimates and assumptions. Current Assets and Liabilities The fair value of current assets and liabilities, excluding inventory, was assumed to approximate their carrying value as of the acquisition date due to the short-term nature of these assets and liabilities. The fair value of in-process and finished goods inventory acquired was estimated by applying a version of the income approach called the comparable sales method. This approach estimates the fair value of the assets by calculating the potential revenue generated from selling the inventory and subtracting from it the costs related to the completion and sale of that inventory and a reasonable profit allowance for these remaining efforts. Based upon this methodology, the Company recorded the inventory acquired at fair value resulting in an increase in inventory of $978, which was fully amortized in the three month period ended June 30, 2022 in the Consolidated Statement of Operations and Comprehensive Loss. Property, Plant and Equipment The fair value of PP&E acquired was estimated by applying the cost approach for personal property and leasehold improvements. The cost approach was applied by developing a replacement cost and adjusting for economic depreciation and obsolescence. Leases The Company recognized operating lease liabilities and operating lease right-of-use assets for office and manufacturing facilities in (i) Las Vegas, Nevada (ii) Grass Valley, Oregon (iii) Prineville, Oregon, and (iv) Tygh Valley, Oregon, accordance with ASC 842, Leases The following table summarizes the Company’s discount rate and remaining lease terms as of the acquisition date: ​ ​ ​ ​ ​ Weighted average remaining lease term in years ​ 3.8 ​ Weighted average discount rate ​ 8.3 % ​ The Company concluded there were no off-market lease intangibles on the date of acquisition based on an evaluation of market rents per square foot, geographic location and nature of use of the underlying asset, among other considerations. Intangible assets The purchase price was allocated to intangible assets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Fair Value ​ Amortization Period ​ Weighted Average Definite-lived Intangible Assets Assigned (Years) ​ Discount Rate Customer relationships $ 5,800 ​ ​ 10 ​ ​ 23.50% Tradename $ 4,600 ​ ​ Indefinite ​ ​ 23.50% ​ Customer Relationships ​ Customer relationships represent the estimated fair value of contractual and non-contractual customer relationships GVB had as of the acquisition date. These relationships were valued separately from goodwill at the amount that an independent third party would be willing to pay for these relationships. The fair value of customer relationships was determined using the multi-period excess-earnings method, a form of the income approach. The estimated useful life of the existing customer base was based upon the historical customer annual attrition rate of 20%, as well as management’s understanding of the industry and product life cycles. ​ Tradename ​ Tradename represents the estimated fair value of GVB’s corporate and product names. The acquired tradename was valued separately from goodwill at the amount that an independent third party would be willing to pay for use of these names. The fair value of the tradename was determined by utilizing the relief from royalty method, a form of the income approach, with a royalty rate of 1.0%. The GVB tradename was assumed to have an indefinite useful life based upon long-term management expectations and future operating plans. ​ Deferred Taxes ​ The Company determined the deferred tax position to be recorded at the time of the GVB acquisition in accordance with ASC Topic 740, Income Taxes ​ The net deferred tax liabilities recorded as a result of the acquisition of GVB was determined by the Company to also provide future taxable temporary differences that allow for the Company to utilize certain previously fully reserved deferred tax assets. Accordingly, the Company recognized a reduction to its valuation allowance resulting in a net tax benefit of approximately $434 for the year ended December 31, 2022. ​ Goodwill ​ The excess of the purchase price over the fair value of net tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. A variety of factors contributed to the goodwill recognized, including the value of GVB’s assembled work force, the incremental value resulting from GVB’s capabilities in hemp/cannabis, operational synergies across the plant science platform, and the expected revenue growth over time that is attributable to increased market share from future products and customers. Goodwill recorded in the transaction will be non-deductible. ​ Actual and Pro Forma (unaudited) disclosures The following unaudited pro forma information presents the consolidated results of operations of the Company and assumes the acquisition occurred on January 1, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2023 2022 ​ ​ (in thousands, except for per-share data) Revenues, net ​ $ 21,962 ​ $ 16,058 Net loss ​ $ (18,182) ​ $ (7,747) Net loss per common share - basic and diluted ​ $ (0.08) ​ $ (0.04) Weighted average common shares outstanding - basic and diluted ​ ​ 215,784 ​ ​ 196,057 ​ The unaudited pro forma results are presented for illustrative purposes only and do not reflect the realization of potential cost savings, and any related integration costs. Certain costs savings may result from the acquisition; however, there can be no assurance that these cost savings will be achieved. These unaudited pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future. These unaudited pro forma results include certain adjustments, primarily due to amortization expense due to the fair value adjustment of inventory, acquisition related costs and the impact of income taxes on the pro forma adjustments. Acquisition costs During the three-month period ended March 31, 2023, direct costs incurred as a result of the acquisition of RXP were $68 as compared to direct costs incurred as a result of the acquisition of GVB were $52 during the three-month period ended March 31, 2022. Acquisition costs are expensed as incurred and included in Other operating expenses, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2023
INVENTORIES
INVENTORIES	NOTE 3. – INVENTORIES Inventories at March 31, 2023 and December 31, 2022 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2023 2022 Raw materials ​ $ 8,133 ​ $ 8,743 Work in process ​ ​ 1,238 ​ ​ 441 Finished goods ​ 1,157 ​ ​ 824 ​ ​ $ 10,528 ​ $ 10,008 ​

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS, NET	3 Months Ended
	Mar. 31, 2023
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
GOODWILL AND OTHER INTANGIBLE ASSETS, NET	NOTE 4. – GOODWILL AND OTHER INTANGIBLE ASSETS, NET Goodwill The change in the carrying amount of goodwill during the three month period ended March 31, 2023 is as follows: ​ ​ ​ ​ ​ Balance at January 1, 2023 ​ $ 33,160 Balance at March 31, 2023 ​ $ 33,160 ​ Other Intangible Assets, Net Our other intangible assets, net at March 31, 2023 and December 31, 2022 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Accumulated Net Carrying March 31, 2023 Carrying Amount Amortization Amount Definite-lived: ​ ​ ​ ​ ​ ​ ​ ​ ​ Patent ​ $ 6,690 ​ $ (3,821) ​ $ 2,869 License Fees ​ 3,876 ​ ​ (1,510) ​ ​ 2,366 Customer relationships ​ ​ 5,800 ​ ​ (259) ​ ​ 5,541 Total amortizing intangible assets ​ $ 16,366 ​ $ (5,590) ​ $ 10,776 Indefinite-lived: ​ ​ ​ ​ ​ ​ ​ ​ Tradename and trademarks ​ ​ ​ ​ ​ ​ $ 3,313 U.K. FSA portfolio ​ ​ ​ ​ ​ ​ ​ 1,744 MSA signatory costs ​ ​ ​ ​ ​ ​ ​ ​ 2,202 License fee for predicate cigarette brand ​ ​ ​ ​ ​ ​ ​ 350 Total indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ $ 7,609 Total intangible assets, net ​ ​ ​ ​ ​ ​ ​ $ 18,385 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Accumulated Net Carrying December 31, 2022 Carrying Amount Amortization Amount Definite-lived: ​ ​ ​ ​ ​ ​ ​ ​ ​ Patent ​ $ 6,513 ​ $ (3,711) ​ $ 2,802 License Fees ​ 3,876 ​ ​ (1,446) ​ ​ 2,430 Customer relationships ​ ​ 5,800 ​ ​ (20) ​ ​ 5,780 Total amortizing intangible assets ​ $ 16,189 ​ $ (5,177) ​ $ 11,012 Indefinite-lived: ​ ​ ​ ​ ​ ​ ​ ​ Tradename and trademarks ​ ​ ​ ​ ​ ​ $ 3,289 MSA signatory costs ​ ​ ​ ​ ​ ​ ​ ​ 2,202 License fee for predicate cigarette brand ​ ​ ​ ​ ​ ​ ​ 350 Total indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ $ 5,841 Total intangible assets, net ​ ​ ​ ​ ​ ​ ​ $ 16,853 ​ See Note 2 “Business Acquisitions” for additional details regarding goodwill and intangible assets acquired as a result of the acquisitions of RXP and GVB, including any measurement period adjustments. ​ Aggregate intangible asset amortization expense comprises of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Cost of goods sold ​ $ 4 ​ $ 3 Sales, general, and administrative ​ ​ 239 ​ ​ — Research and development ​ 170 ​ 158 Total amortization expense ​ $ 413 ​ $ 161 ​ Estimated future intangible asset amortization expense based on the carrying value as of March 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remainder of 2023 2024 2025 2026 ​ 2027 ​ Thereafter Amortization expense ​ $ 1,240 ​ $ 1,644 ​ $ 1,502 ​ $ 1,268 ​ $ 1,128 ​ $ 3,994 ​

INVESTMENTS & OTHER ASSETS

INVESTMENTS & OTHER ASSETS	3 Months Ended
	Mar. 31, 2023
INVESTMENTS & OTHER ASSETS
INVESTMENTS & OTHER ASSETS	NOTE 5. – INVESTMENTS & OTHER ASSETS The total carrying value of the Company’s investments and other assets at March 31, 2023 and December 31, 2022 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2023 ​ 2022 Change Agronomy Ltd. ordinary shares $ 682 $ 682 Total investments ​ $ 682 ​ $ 682 ​ Investment in Change Agronomy Ltd. On December 10, 2021, the Company entered into a subscription agreement to invest £500 (pounds sterling, in thousands), in exchange for 592,888 ordinary shares of Change Agronomy Ltd. (“CAL”), a private company existing under the laws of England, at a price per share of £0.84333. CAL is a vertically integrated sustainable industrial hemp business that combines world-class genetics with leading agronomic techniques and infrastructure to provide full-service industrial hemp products to multiple global end markets. CAL presently has operations in Manitoba, Canada, and Italy. This equity investment was part of an Offer for Subscription by CAL for a minimum total of £3,000 at the same price per ordinary share. Approximately U.S. $682 in funds were wired to CAL on January 26, 2022, and our investment of £500 equates to approximately 1.8% of CAL’s total equity. In accordance with ASU 2019-04, a foreign currency-denominated equity investments that are measured using the measurement alternative are nonmonetary items that should be remeasured using their historical exchange rates. Accordingly, for the three-month periods ended March 31, 2023 and 2022 there is no foreign currency exchange gain or loss recorded in the Condensed Consolidated Statement of Operations and Comprehensive Loss related to the investment in Change Agronomy Ltd. During the three months ended March 31, 2023 and 2022, respectively, there were no impairment triggering events identified for investments. Panacea Investment – Promissory Note: On June 30, 2021, the Company entered into a Promissory Note Exchange Agreement with Panacea and a Securities Exchange Agreement with Panacea, Exactus, Inc. (“Exactus”) (OTCQB:EXDI) and certain other Panacea shareholders. The promissory note was issued in the amount of $4,300 (the “Promissory note receivable”) with a maturity date of June 30, 2026 and a 0% interest rate. The Promissory note receivable is with a related party of Panacea and is fully secured by a first priority lien on Panacea’s headquarters located in Golden, Colorado. The Promissory note receivable was originally valued at $3,684 ($4,300 face value less $616 discount) and is included within the Condensed Consolidated Balance Sheets as “Other Assets.” Subsequently, on December 31, 2022 the Company and Panacea Life Sciences Holdings, Inc. entered into a settlement agreement in which the Company agreed to a reduction to the face value of the Promissory note receivable of , in exchange for resolution to all contractual requirements from the June 30, 2021 Promissory Note Exchange Agreement and Securities Exchange Agreement surrounding the investment and business relationship. Accordingly, the Company recognized extinguishment charge of note receivable of $500 less adjusted discount of $51 during the year-ended December 31, 2022. The following table provides the promissory note receivable balance: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2023 ​ 2022 Promissory note receivable ​ $ 3,437 ​ $ 3,410 ​

FAIR VALUE MEASUREMENTS AND SHO

FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS	3 Months Ended
	Mar. 31, 2023
FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS
FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS	NOTE 6. – FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis ​ Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its short-term investment securities and equity investments. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis. ​ The following table presents information about our assets and liabilities measured at fair value as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ March 31, 2023 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ Money market funds ​ $ 4,728 ​ $ — ​ $ — ​ $ 4,728 Restricted cash ​ ​ 7,500 ​ ​ — ​ ​ — ​ ​ 7,500 Corporate bonds ​ — ​ 4,353 ​ — ​ 4,353 Change Agronomy Ltd. ordinary shares ​ ​ — ​ ​ — ​ ​ 682 ​ ​ 682 Total assets ​ $ 12,228 ​ $ 4,353 ​ $ 682 ​ $ 17,263 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Detachable warrants ​ $ — ​ $ — ​ $ 3,666 ​ $ 3,666 Contingent consideration ​ ​ — ​ ​ — ​ ​ 1,160 ​ ​ 1,160 Total liabilities ​ $ — ​ $ — ​ $ 4,826 ​ $ 4,826 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ Money market funds ​ $ 10,163 ​ $ — ​ $ — ​ $ 10,163 Corporate bonds ​ — ​ 7,031 ​ — ​ 7,031 U.S. treasury securities ​ — ​ 999 ​ — ​ 999 Change Agronomy Ltd. ordinary shares ​ ​ — ​ ​ — ​ ​ 682 ​ ​ 682 Total assets ​ $ 10,163 ​ $ 8,030 ​ $ 682 ​ $ 18,875 ​ ​ Money market funds Money market mutual funds are valued at their daily closing price as reported by the fund. Money market mutual funds held by the Company are open-end mutual funds that are registered with the SEC that generally transact at a stable $1.00 Net Asset Value (“NAV”) representing its estimated fair value. On a daily basis the fund’s NAV is determined by the fund based on the amortized cost of the funds underlying investments. Corporate bonds Corporate bonds are valued using pricing models maximizing the use of observable inputs for similar securities. ​ The following tables set forth a summary of the Company’s available-for-sale debt securities from amortized cost basis to fair value as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale Debt Securities ​ ​ March 31, 2023 ​ ​ Amortized ​ Gross ​ Gross ​ ​ ​ ​ ​ Cost ​ Unrealized ​ Unrealized ​ Fair ​ Basis Gains Losses Value Corporate bonds ​ $ 4,391 ​ $ — ​ $ (38) ​ $ 4,353 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale Debt Securities ​ ​ December 31, 2022 ​ ​ Amortized ​ Gross ​ Gross ​ ​ ​ ​ ​ Cost ​ Unrealized ​ Unrealized ​ Fair ​ Basis Gains Losses Value Corporate bonds ​ $ 7,143 ​ $ — ​ $ (112) ​ $ 7,031 ​ The following table sets forth a summary of the Company’s available-for-sale securities at amortized cost basis and fair value by contractual maturity as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale Debt Securities ​ ​ March 31, 2023 ​ December 31, 2022 ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ ​ ​ Cost Basis Fair Value Cost Basis Fair Value Due in one year or less ​ $ 4,391 ​ $ 4,353 ​ $ 7,143 ​ $ 7,031 ​ Investment in Change Agronomy The investment in Change Agronomy Ltd. is in a privately held company and its stock does not have a readily determinable fair value; therefore, the investment is carried at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. Contingent Consideration ​ The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ Fair value measurement at January 1, 2023 ​ $ — Initial measurement (see Note 2) ​ ​ 1,138 Fair value measurement adjustment ​ ​ 22 Fair value measurement at March 31, 2023 ​ $ 1,160 ​ ​ On January 19, 2023, the Company acquired the assets and liabilities of RXP, a privately-held company based in the U.K. The contingent consideration at March 31, 2023 is the estimated fair value of the Company’s obligations, under the sale and purchase agreement for RXP, to make additional payments if certain revenue goals are met. ​ As of March 31, 2023, the current portion of contingent consideration liabilities included in Other current liabilities was $566, and the non-current portion included in Other long-term liabilities on the Condensed Consolidated Balance Sheets was $594. ​ The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration as of March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Payout ​ ​ ​ ​ ​ Weighted Average Contingency Type ​ (undiscounted) ​ Fair Value ​ Unobservable Inputs or Range Revenue-based payments ​ $ 1,550 ​ $ 1,160 ​ Discount rate 16 % ​ ​ ​ ​ ​ ​ ​ ​ Projected year(s) of payment 2024-2026 ​ Detachable Warrants ​ The following table sets forth a summary of the changes in fair value of the Company’s stock warrants (Level 3 asset) for the three-month period ended March 31, 2023: ​ ​ ​ ​ ​ ​ Fair value measurement at January 1, 2023 ​ $ — Initial measurement ​ ​ 3,527 Fair value measurement adjustment ​ ​ 139 Fair value measurement at March 31, 2023 ​ $ 3,666 ​ The JGB detachable warrants were valued at the closing dates of the Senior Secured Credit Facility using a Monte Carlo valuation model with the following assumptions: ​ ​ ​ ​ ​ Risk-free interest rate per year 4.2 % Expected volatility per year 88.1 % Expected dividend yield — % Contractual expiration 5.5 years Exercise price $ 1.275 ​ Stock price $ 0.91 ​ ​ The Omnia detachable warrants were valued at the closing dates of the Subordinated Note using a Monte Carlo valuation model with the following assumptions: ​ ​ ​ ​ ​ Risk-free interest rate per year 4.1 % Expected volatility per year 83.8 % Expected dividend yield — % Contractual expiration 7.5 years Exercise price $ 0.855 ​ Stock price $ 0.91 ​ ​ There were no material changes in assumptions for valuation of the detachable warrants as of March 31, 2023 given the short period of time from issuance. The detachable warrants are measured at fair value using certain estimated factors which are classified within Level 3 of the valuation hierarchy. Significant unobservable inputs that are used in the fair value measurement of the Company’s detachable warrants include the volatility factor. Significant increases or decreases in the volatility factor would have resulted in a significantly higher or lower fair value measurement. ​ Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis ​ During the three month periods ended March 31, 2023 and 2022 respectively, the Company did not have any financial assets or liabilities measured at fair value on a nonrecurring basis.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2023
DEBT
DEBT	NOTE 7. DEBT ​ The Company has a senior secured credit facility (the “Senior Secured Credit Facility”), which consists of three-year $21,053 debentures (the “Debentures”) and $2,865 subordinated promissory note (the “Subordinated Note). The Debentures were issued at a 5% original issuance discount and are subject to a 5% exit payment. ​ Long-term debt related to the Senior Secured Credit Facility and Subordinate Note as of March 31, 2023, consists of the following: ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2023 Senior Secured Credit Facility $ 22,105 Subordinated Note ​ ​ 2,925 Unamortized discount on loan and deferred debt issuance costs ​ ​ (8,613) Total debt ​ ​ 16,417 Current portion of long-term debt ​ ​ — Total long-term debt ​ $ 16,417 ​ ​ Debentures ​ On March 3, 2023, the Company entered into a Securities Purchase Agreement, which pursuant to the agreement, the Company sold 5% original issuance discount senior secured debentures with an aggregate principal amount of $21,053. The Debentures bear interest at a rate of 7% per annum, payable monthly in arrears as of the last trading day of each month and on the maturity date. The Debentures mature on March 3, 2026. At the Company’s election, subject to certain conditions, interest can be paid in cash, shares of the Company’s common stock, or a combination thereof. The Debentures are subject to an exit payment equal to 5% of the original principal amount, or $1,053, payable on the maturity date or the date the Debentures are paid in full (the “Exit Payment”). Any time after, March 3, 2024, the Company may irrevocably elect to redeem all of the then outstanding principal amount of the Debentures for cash in an amount equal to the entire outstanding principal balance, including accrued and unpaid interest, the Exit Payment and a prepayment premium in an amount equal to 3% of the outstanding principal balance as of the prepayment date (collectively, the “Prepayment Amount”). Upon the entry into a definitive agreement that would effect a change in control (as defined in the Debentures) of the Company, the Agent may require the Company to prepay the outstanding principal balance in an amount equal to the Prepayment Amount. Commencing on March 3, 2024, at its option, the holder of a Debenture may require the Company to redeem 2% of the original principal amount of the Debentures per calendar month which amount may at the Company’s election, subject to certain exceptions, be paid in cash, shares of the Company’s common stock, or a combination thereof. In connection with the sale of the Debentures, the Company issued warrants to purchase up to 5,000,000 shares of common stock for an exercise price of $1.275 per share (the “JGB Warrants”), which had an initial fair value of $4,561 net of issuance costs of $139 (see Note 6 and Note 10). The Company’s obligations under the Debentures can be accelerated upon the occurrence of certain customary events of default. In the event of a default and acceleration of the Company’s obligations, the Company would be required to pay the Prepayment Amount, liquidated damages and other amounts owing in respect thereof through the date of acceleration. ​ The Debentures contain customary representations, warranties and covenants including among other things and subject to certain exceptions, covenants that restrict the Company from incurring additional indebtedness, creating or permitting liens on assets, making or holding any investments, repaying outstanding indebtedness, paying dividends or distributions and entering into transactions with affiliates. Substantially all of the company’s assets, including intellectual property, are collateralized and at risk if Debenture obligation is not satisfied. In addition, the Company is required to maintain at least $7,500 on its balance sheet as restricted cash in a separate account and has financial covenants to maintain certain quarterly revenue targets. As of March 31, 2023, the Company was in compliance with these financial covenants. ​ Subordinated Note ​ On March 3, 2023, the Company executed a Subordinated Promissory Note (the “Subordinated Note”) with a principal amount of $2,865 in favor of Omnia Ventures, LP (“Omnia”). The Subordinated Note refinanced the 12% Secured Promissory Note with a principal amount of $1,000 dated as of October 29, 2021 payable to Omnia (the “October Note”) and the 12% Secured Promissory Note with a principal amount of $1,500 dated as of January 14, 2022 payable to Omnia (the “January Note”, and together with the October Note, the “Original Notes”), which were assumed by the Company in connection with the acquisition of GVB Biopharma (see Note 8). The accrued PIK interest refinanced from the Original Notes was $365. Under the terms of the Subordinated Note, the Company is obligated to make interest payments in-kind (the “PIK Interest”). The PIK Interest accrues at a rate of 26.5% per annum, payable monthly. The Company is not permitted to prepay all or any portion of the outstanding balance on the Subordinated Note prior to maturity. The Subordinated Note includes customary event of default provisions. The Subordinated Note is subordinated to the Debenture pursuant to a Subordination Agreement between the Company, the Agent and Omnia. ​ In connection with the Subordinated Note, the Company issued to Omnia, warrants to purchase up to 675,000 shares of the Company’s common stock (the “Omnia Warrants”). The Omnia Warrants are exercisable for seven years ​ Contractual maturities under the Senior Secured Credit Facility and Subordinate Note for the remainder of 2023 and through maturity, excluding any discounts or premiums, as of March 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remainder of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2024 2025 2026 ​ 2027 ​ Thereafter Future minimum principal payments ​ $ — ​ $ 2,925 ​ $ — ​ $ 22,105 ​ $ — ​ $ — ​ ​ The fair values of the warrants at issuance of $5,877, together with the Debentures original issuance discount of $1,053, Debentures exit payment of $1,053, and third-party debt issuance costs of $801, are being amortized using the effective interest method over the term of the respective debt instrument, recorded as Interest expense in the Condensed Consolidated Statement of Operations and Comprehensive Loss. The components and activity of unamortized discount and deferred debt issuance costs related to the Senior Secured Credit Facility and Subordinated Note is as follows: ​ ​ ​ ​ ​ ​ ​ Total Issuance $ (8,784) Amortization during the period ​ 171 March 31, 2023 $ (8,613)

NOTES & LOANS PAYABLE

NOTES & LOANS PAYABLE	3 Months Ended
	Mar. 31, 2023
NOTES & LOANS PAYABLE
NOTES & LOANS PAYABLE	NOTE 8. – NOTES & LOANS PAYABLE The table below outlines our notes payable balances as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Insurance loans payable ​ $ 184 ​ $ 780 Vehicle loans ​ ​ 130 ​ ​ 128 Total current notes and loans payable ​ $ 314 ​ $ 908 ​ ​ ​ ​ ​ ​ ​ Bridge loan ​ $ — ​ $ 2,814 Vehicle loans ​ ​ 154 ​ ​ 187 Total long-term notes and loans payable ​ $ 154 ​ $ 3,001 ​ Insurance loans payable During the second quarter of 2022, the Company renewed its Director and Officer (“D&O”) insurance for a one-year policy premium totaling $2,394. The Company paid $400 as a premium down payment and financed the remaining $1,994 of policy premiums over ten months at a 3.25% annual percentage rate. Additionally, during the third quarter of 2022, the Company expanded its D&O coverage as a result of the acquisition of GVB, resulting in an additional premium down payment of $90 and financing of $168, under the same terms as the original one-year policy. The Company also has other insurance loans payables related to pollution, and general liability for GVB. Vehicle Loans The Company has various vehicle loans with monthly payments ranging from $0.8 to $2.1, interest rates ranging from 0% to 11%, and maturity dates ranging from May 2024 to September 2026. Estimated future principal payments to be made under the above notes and loans payable as of March 31, 2023 are as follows: ​ ​ ​ ​ Remainder of 2023 ​ $ 271 2024 ​ ​ 131 2025 ​ ​ 59 2026 ​ ​ 7 Total ​ $ 468 ​

OTHER OPERATING (INCOME) EXPENS

OTHER OPERATING (INCOME) EXPENSES, NET	3 Months Ended
	Mar. 31, 2023
OTHER OPERATING (INCOME) EXPENSES, NET
OTHER OPERATING (INCOME) EXPENSES, NET	​ NOTE 9. – OTHER OPERATING EXPENSES, NET ​ The components of “Other operating expenses, net” were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Grass Valley fire: ​ ​ ​ ​ ​ ​ Professional services and supplies ​ $ 68 ​ $ — Total Grass Valley fire ​ ​ 68 ​ ​ — Acquisition costs ​ $ 68 ​ $ 52 Needlerock Farms settlement ​ ​ 747 ​ ​ — Loss on change in warrant liability ​ ​ 139 ​ ​ — Loss on change in contingent consideration ​ ​ 22 ​ ​ — Gain on sale or disposal of property, plant and equipment ​ ​ (146) ​ ​ — Total other operating expenses, net ​ $ 898 ​ $ 52 ​

CAPITAL RAISE AND WARRANT ACTIV

CAPITAL RAISE AND WARRANT ACTIVITY	3 Months Ended
	Mar. 31, 2023
CAPITAL RAISE AND WARRANT ACTIVITY
CAPITAL RAISE AND WARRANT ACTIVITY	NOTE 10. – CAPITAL RAISE AND WARRANT ACTIVITY 2022 Capital Raise On July 21, 2022, the Company and certain institutional investors (the “Investors”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) relating to the issuance and sale of shares of common stock pursuant to a registered direct offering (the “Registered Offering” and, together with the Private Placement (as defined below), the “Offerings”). The Investors purchased approximately $35,000 of shares, consisting of an aggregate of 17,073,175 shares of common stock at a purchase price of $2.05 per share, subject to certain restrictions. The net proceeds to the Company from the Offerings, after deducting the fees and the Company’s offering expenses, were $32,484. The Offerings closed on July 25, 2022. Pursuant to the Securities Purchase Agreement, in a concurrent private placement, the Company issued and sold to the Investors warrants (the “Warrants”) to purchase up to 17,073,175 shares of common stock (the “Private Placement”). The Warrants are exercisable immediately upon issuance at an exercise price of $2.05 per share of common stock, subject to adjustment in certain circumstances, and expire on July 25, 2027. JGB Warrants In connection with the sale of the Debentures, the Company issued the JGB Warrants to purchase up to 5,000,000 shares of common stock for an exercise price of $1.275 per share. The JGB Warrants are exercisable for five years from September 3, 2023, at an exercise price of $1.275 per share, a 50% premium to the VWAP on the closing date, subject, with certain exceptions, to adjustments in the event of stock splits, dividends, subsequent dilutive offerings and certain fundamental transactions. The JGB warrants initial fair value of $4,561 net of issuance costs of $139 (see Note 6), of which half of the warrants meet the criteria for liability classification due to contingent put option which allows the holder to require that the Company redeem the warrants in cash for a purchase price equal to $1.00 upon certain conditional events such as change in control or event of default. Accordingly, half of the warrants are recorded as Other long-term liabilities on the Condensed Consolidated Balance Sheets. The remainder of the JGB warrants are equity classified and recorded as a component of Capital in excess of par value. ​ ​ Omnia Warrants In connection with the Subordinated Note, the Company issued to Omnia, the Omnia Warrants to purchase up to 675,000 shares of the Company’s common stock (the “Omnia Warrants”). The Omnia Warrants are exercisable for seven years from September 3, 2023, at an exercise price of $0.855 per share, subject, with certain exceptions, to adjustments in the event of stock splits, dividends, subsequent dilutive offerings and certain fundamental transactions. The Omnia warrants initial fair value was $1,316 (see Note 6), and meet the criteria for liability classification due to contingent put option which allows the holder to require that the Company redeem the warrants in cash for a purchase price equal to $2.00 upon certain conditional events such as change in control or event of default. The Omnia warrants are recorded as Other long-term liabilities on the Condensed Consolidated Balance Sheets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ATM Offering ​ During the first quarter of 2023, the Company established an at-the-market common equity offering program (“ATM Program”), through which it may, from time to time, publicly offer and sell shares of common stock having an aggregate gross sales price of up to $50,000. The Company will pay 3.00% sales commission based on the gross proceeds of the sales price per share of common stock sold. As of March 31, 2023, the Company has $50,000 of available capacity under the ATM Program.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 11. - COMMITMENTS AND CONTINGENCIES License agreements and sponsored research – ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Future Commitments ​ Commitment Counter Party Product Relationship Commitment Type 2023 2024 2025 2026 ​ 2027 & After ​ Total Research Agreement ​ KeyGene ​ Hemp / Cannabis ​ Contract fee ​ $ 1,955 ​ $ 2,057 ​ $ 1,589 ​ $ 1,302 ​ $ 328 ​ $ 7,231 (1) License Agreement ​ NCSU ​ Tobacco ​ Minimum annual royalty ​ ​ — ​ ​ 100 ​ ​ 100 ​ ​ 100 ​ ​ 1,000 ​ ​ 1,300 (2) Research Agreement ​ NCSU ​ Tobacco ​ Contract fee ​ ​ 99 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 99 (3) Sublicense Agreement ​ Anandia Laboratories, Inc. ​ Hemp / Cannabis ​ Annual license fee ​ ​ 10 ​ ​ 10 ​ ​ 10 ​ ​ 100 ​ ​ — ​ ​ 130 (4) Research Agreement ​ Cannametrix ​ Hemp / Cannabis ​ Contract fee ​ ​ 667 ​ ​ 666 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,333 (5) License Agreement ​ Cannametrix ​ Hemp / Cannabis ​ Minimum annual royalty ​ ​ — ​ ​ — ​ ​ 75 ​ ​ 100 ​ ​ 1,900 ​ ​ 2,075 (6) Growing Agreements ​ Various ​ Tobacco ​ Contract fee ​ ​ 52 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 52 (7) Consulting Agreements ​ Various ​ Various ​ Contract fee ​ ​ 1,132 ​ ​ 746 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,878 (8) ​ ​ ​ ​ ​ ​ ​ ​ $ 3,915 ​ $ 3,579 ​ $ 1,774 ​ $ 1,602 ​ $ 3,228 ​ $ 14,098 ​ ​ (1) Exclusive agreement with the Company in the field of the Cannabis Sativa L. plant. The initial term of the agreement was five years with an option for an additional two years . On April 30, 2021, the Company and KeyGene entered into a First Amended and Restated Framework Collaborative Research Agreement which extended the agreement term, from first-quarter 2024 to first-quarter 2027, and preserves the Company’s option for an additional 2-year extension, now through first quarter of 2029. On March 30, 2022, the Company and KeyGene entered into a new Framework Collaborative Research Agreement for a term of three years at an aggregate cost of $1,830 in the field related to the hops plant. The Company will exclusively own all results and all intellectual property relating to the results of the collaboration with KeyGene (the "Results”). The Company will pay royalties in varying amounts to KeyGene relating to the Company's commercialization in the stated fields of each agreement. The Company has also granted KeyGene a license to commercialize the Results outside of each field and KeyGene will pay royalties in varying amounts to the Company relating to KeyGene's commercialization of the Results outside of each field. (2) The minimum annual royalty fee is credited against running royalties on sales of licensed products. The Company is also responsible for reimbursing NCSU for actual third-party patent costs incurred, including capitalized patent costs and patent maintenance costs. These costs vary from year to year and the Company has certain rights to direct the activities that result in these costs. (3) On August 19, 2022, the Company entered into a one-year Sponsored Project Agreement with NCSU for continued research of tobacco alkaloid formation. (4) The Company is also responsible for the payment of certain costs, including, capitalized patent costs and patent maintenance costs, a running royalty on future net sales of products made from the sublicensed intellectual property, and a sharing of future sublicensing consideration received from sublicensing to third parties in all countries except for Canada. Anandia retains all patent rights, and is responsible for all patent maintenance, in Canada. (5) On March 11, 2022, the Company expanded its research agreement with Cannametrix for hemp/cannabis product development, formulation, and validation for a three-year period at an aggregate cost of $2,000 . (6) The minimum annual royalty fee is credited against running royalties from the sales of goods or services based on Project IP and/or Background IP. (7) Various R&D growing agreements for hemp/cannabis and tobacco. (8) General corporate consulting agreements. Litigation Class Action On January 21, 2019, Matthew Jackson Bull, a resident of Denver, Colorado, filed a Complaint against the Company, the Company’s then Chief Executive Officer, Henry Sicignano III, and the Company’s then Chief Financial Officer, John T. Brodfuehrer, in the United States District Court for the Eastern District of New York entitled: Matthew Bull, Individually and on behalf of all others similarly situated, v. 22nd Century Group, Inc., Henry Sicignano III, and John T. Brodfuehrer, Case No. 1:19 cv 00409. On January 29, 2019, Ian M. Fitch, a resident of Essex County Massachusetts, filed a Complaint against the Company, the Company’s then Chief Executive Officer, Henry Sicignano III, and the Company’s then Chief Financial Officer, John T. Brodfuehrer, in the United States District Court for the Eastern District of New York entitled: Ian Fitch, Individually and on behalf of all others similarly situated, v. 22nd Century Group, Inc., Henry Sicignano III, and John T. Brodfuehrer, Case No. 2:19 cv 00553. On May 28, 2019, the plaintiff in the Fitch case voluntarily dismissed that action. On August 1, 2019, the Court in the Bull case issued an order designating Joseph Noto, Garden State Tire Corp, and Stephens Johnson as lead plaintiffs. On September 16, 2019, pursuant to a joint motion by the parties, the Court in the Bull case transferred the class action to federal district court in the Western District of New York, where it remains pending as Case No. 1:19-cv-01285. Plaintiffs in the Bull case filed an Amended Complaint on November 19, 2019 that alleges three counts: Count I sues the Company and Messrs. Sicignano and Brodfuehrer and alleges that the Company's quarterly and annual reports, SEC filings, press releases and other public statements and documents contained false statements in violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5; Count II sues Messrs. Sicignano and Brodfuehrer pursuant to Section 10(b) of the Securities Exchange Act and Rule 10b5(a) and (c); and Count III sues Messrs. Sicignano and Brodfuehrer for the allegedly false statements pursuant to Section 20(a) of the Securities Exchange Act. The Amended Complaint seeks to certify a class, and unspecified compensatory and punitive damages, and attorney's fees and costs. On January 29, 2020, the Company and Messrs. Sicignano and Brodfuehrer filed a Motion to Dismiss the Amended Complaint. On January 14, 2021, the Court granted the motion, dismissing all claims with prejudice. The Plaintiffs filed a notice of appeal on February 12, 2021 to the Second Circuit Court of Appeals. On May 24, 2022, after briefing and oral argument, the Second Circuit issued an order affirming in part, and reversing in part, the District Court’s dismissal order. The Second Circuit affirmed the District Court’s dismissal of the claims relating to the non-disclosure of stock promotion articles, but reversed the District Court’s dismissal order of the claims alleging the non-disclosure of an SEC investigation. The Second Circuit noted in its opinion, however, that the District Court had not addressed certain arguments raised by the Company and Messrs. Sicignano and Brodfuehrer in the Motion to Dismiss the Amended Complaint as to these remaining claims, and remanded the case to the District Court to address these arguments for the dismissal of the remaining claims. On August 8, 2022, the Company and Messrs. Sicignano and Brodfuehrer filed a renewed motion to dismiss the remaining claims in the Amended Complaint to address the arguments not previously addressed by the District Court. On September 22, 2022, Plaintiffs filed a brief in opposition to the motion. On October 12, 2022, the Company and Messrs. Sicignano and Brodfuehrer filed a reply brief in further support of the motion. On January 6, 2023, the District Court denied the motion to dismiss, and the case will proceed forward on the remaining claims. No trial date has been set. The parties participated in a mediation on March 21, 2023 and reached an initial memorandum of understanding for settlement in principle to resolve the litigation and release all claims against the Company. On April 25, 2023, the parties filed with the Court the Motion for Preliminary Approval of the Settlement, which includes the final terms of the proposed settlement. This motion remains pending, and if preliminarily approved, the Court will then schedule a later hearing to consider the final approval of the settlement to conclude the litigation. The settlement amount that the defendants are expected to pay is $3,000 and is fully covered by the Company’s insurance. Accordingly, the Company has recorded an accrual for litigation settlement and corresponding indemnification receivable on the Condensed Consolidated Balance Sheets as of March 31, 2023. We believe that the claims are frivolous, meritless and that the Company and Messrs. Sicignano and Brodfuehrer have substantial legal and factual defenses to the remaining claims. We intend to vigorously defend the Company and Messrs. Sicignano and Brodfuehrer against such claims. Shareholder Derivative Cases On February 6, 2019, Melvyn Klein, a resident of Nassau County New York, filed a shareholder derivative claim against the Company, the Company’s then Chief Executive Officer, Henry Sicignano III, the Company’s Chief Financial Officer, John T. Brodfuehrer, and each member of the Company’s Board of Directors in the United States District Court for the Eastern District of New York entitled: Melvyn Klein, derivatively on behalf of 22nd Century Group v. Henry Sicignano, III, Richard M. Sanders, Joseph Alexander Dunn, Nora B. Sullivan, James W. Cornell, John T. Brodfuehrer and 22nd Century Group, Inc., Case No. 1:19 cv 00748. Mr. Klein brings this action derivatively alleging that (i) the director defendants supposedly breached their fiduciary duties for allegedly allowing the Company to make false statements; (ii) the director defendants supposedly wasted corporate assets to defend this lawsuit and the other related lawsuits; (iii) the defendants allegedly violated Section 10(b) of the Securities Exchange Act and Rule 10b 5 promulgated thereunder for allegedly approving or allowing false statements regarding the Company to be made; and (iv) the director defendants allegedly violated Section 14(a) of the Securities Exchange Act and Rule 14a 9 promulgated thereunder for allegedly approving or allowing false statements regarding the Company to be made in the Company’s proxy statement. On February 11, 2019, Stephen Mathew filed a shareholder derivative claim against the Company, the Company’s then Chief Executive Officer, Henry Sicignano III, the Company’s Chief Financial Officer, John T. Brodfuehrer, and each member of the Company’s Board of Directors in the Supreme Court of the State of New York, County of Erie, entitled: Stephen Mathew, derivatively on behalf of 22nd Century Group, Inc. v. Henry Sicignano, III, John T. Brodfuehrer, Richard M. Sanders, Joseph Alexander Dunn, James W. Cornell, Nora B. Sullivan and 22nd Century Group, Inc., Index No. 801786/2019. Mr. Mathew brings this action derivatively generally alleging the same allegations as in the Klein case. The Complaint seeks declaratory relief, unspecified monetary damages, corrective corporate governance actions, and attorney’s fees and costs. On August 15, 2019, the Court consolidated the Mathew and Klein actions pursuant to a stipulation by the parties (Western District of New York, Case No. 1-19-cv-0513). On May 3, 2019, the Court ordered the Mathew and the individual defendants have substantial legal and factual defenses to the claims. We intend to vigorously defend the Company and the individual defendants against such claims. On June 10, 2019, Judy Rowley filed a shareholder derivative claim against the Company, the Company’s then Chief Executive Officer, Henry Sicignano III, the Company’s Chief Financial Officer, John T. Brodfuehrer, and each member of the Company’s Board of Directors in the Supreme Court of the State of New York, County of Erie, entitled: Judy Rowley, derivatively on behalf of 22nd Century Group, Inc. v. Henry Sicignano, III, Richard M. Sanders, Joseph Alexander Dunn, Nora B. Sullivan, James W. Cornell, John T. Brodfuehrer, and 22nd Century Group, Inc., Index No. 807214/2019. Ms. Rowley brought the action derivatively alleging that the director defendants supposedly breached their fiduciary duties by allegedly allowing the Company to make false statements. The Complaint sought declaratory relief, unspecified monetary damages, corrective corporate governance actions, and attorney’s fees and costs. We believe that the claims are frivolous, meritless and that the Company and the individual defendants have substantial legal and factual defenses to the claims. We intend to vigorously defend the Company and the individual defendants against such claims. On September 13, 2019, the Court ordered the litigation stayed pursuant to a joint stipulation by the parties. On August 3, 2022, Plaintiff dismissed the case with prejudice by filing a stipulation of discontinuance with the Court. This dismissal was not pursuant to a settlement. ​ On January 15, 2020, Kevin Broccuto filed a shareholder derivative claim against the Company, the Company's then Chief Executive Officer, Henry Sicignano III, the Company's Chief Financial Officer, John T. Brodfuehrer, and certain members of the Company's prior Board of Directors in the District Court of the State of Nevada, County of Clark, entitled: Kevin Broccuto, derivatively on behalf of 22nd Century Group, Inc. v. James W. Cornell, Richard M. Sanders, Nora B. Sullivan, Henry Sicignano, III, and John T. Brodfuehrer, Case No. A-20-808599. Mr. Broccuto brings this action derivatively alleging three counts: Count I alleges that the defendants breached their fiduciary duties; Count II alleges they committed corporate waste; and Count III that they were unjustly enriched, by allegedly allowing the Company to make false statements. On February 11, 2020, Jerry Wayne filed a shareholder derivative claim against the Company, the Company's then Chief Executive Officer, Henry Sicignano III, the Company's Chief Financial Officer, John T. Brodfuehrer, and certain members of the Company's prior Board of Directors in the District Court of the State of Nevada, County of Clark, entitled: Jerry Wayne, derivatively on behalf of 22nd Century Group, Inc. v. James W. Cornell, Richard M. Sanders, Nora B. Sullivan, Henry Sicignano, III, and John T. Brodfuehrer, Case No. A-20-808599. Mr. Wayne brings this action derivatively alleging generally the same allegations as the Broccuto case. The Complaint seeks unspecified monetary damages, corrective corporate governance actions, disgorgement of alleged profits and imposition of constructive trusts, and attorney's fees and costs. The Complaint also seeks to declare as unenforceable the Company's Bylaw requiring derivative lawsuits to be filed in Erie County, New York, where the Company is headquartered. On March 25, 2020, the Court ordered the Broccuto and Wayne cases consolidated and stayed pursuant to a joint stipulation from the parties. On June 27, 2022, the Court ordered that the stay continue until thirty (30) days after the District Court rules on the renewed Motion to Dismiss the Amended Complaint in the Noto Class Action case. As a result of the Court’s denial of the Motion to Dismiss the Amended Complaint, the June 27, 2022 stay will be lifted. No trial date has been set. The parties participated in a mediation on March 21, 2023, which process is continuing. We believe that the claims are frivolous, meritless and that the Company and the individual defendants have substantial legal and factual defenses to the claims. We intend to vigorously defend the Company and the individual defendants against such claims. Needle Rock Farms – Settlement Agreement During March 2023, the Company negotiated and entered into a settlement agreement related to water rights dispute with the adjacent property owner for Needle Rock Farms in which the Company agreed to pay $250 in cash upon execution of the settlement, transferred certain farm equipment with net book value of $272, and accrued an additional payment of $225 that is contingent on either the sale of the farm or will be paid within one year. The total charges of $747 recorded in connection with the settlement agreement is included within Other operating expenses, net on the Condensed Consolidated Statements of Operations and Comprehensive Loss.

EQUITY BASED COMPENSATION

EQUITY BASED COMPENSATION	3 Months Ended
	Mar. 31, 2023
EQUITY BASED COMPENSATION
EQUITY BASED COMPENSATION	NOTE 12 – EQUITY- BASED COMPENSATION On May 20, 2021, the shareholders of 22nd Century Group, Inc. (the “Company”) approved the 22nd Century Group, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”). The 2021 Plan allows for the granting of equity awards to eligible individuals over the life of the 2021 Plan, including the issuance of up to 5,000,000 shares of the Company’s common stock, in addition to any remaining shares under the Company’s 2014 Omnibus Incentive Plan pursuant to awards under the 2021 Plan. The 2021 Plan has a term of ten years and is administered by the Compensation Committee of the Company’s Board of Directors to determine the various types of incentive awards that may be granted to recipients under the 2021 Plan and the number of shares of common stock to underlie each such award under the 2021 Plan. As of March 31, 2023, the Company had available 203,691 shares remaining for future awards under the 2021 Plan. Compensation Expense – ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Sales, general, and administrative ​ $ 1,124 ​ $ 1,171 Research and development ​ 51 ​ 42 Total RSUs and stock option compensation ​ $ 1,175 ​ $ 1,213 ​ Restricted Stock Units ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested RSUs ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant-date ​ Shares Fair Value ​ ​ in thousands ​ $ per share Unvested at January 1, 2023 4,033 ​ $ 2.13 Granted 4,392 ​ ​ 0.83 Vested ​ (1,828) ​ ​ 2.08 Forfeited ​ (28) ​ ​ 2.42 Unvested at March 31, 2023 ​ 6,569 ​ ​ 1.27 ​ The fair value of RSUs that vested during the three months ended March 31, 2023 was approximately $1,590 based on the stock price at the time of vesting. As of March 31, 2023, unrecognized compensation expense for RSUs amounted to $6,975 which is expected to be recognized over a weighted average period of approximately 1.7 years. In addition, there is approximately $1,114 of unrecognized compensation expense that requires the achievement of certain milestones which are not yet probable. Stock Options – ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Contractual ​ Intrinsic ​ Options Price Term Value ​ ​ in thousands ​ $ per share ​ ​ ​ ​ ​ ​ Outstanding at January 1, 2023 4,912 ​ $ 1.65 ​ Expired (103) ​ $ 2.76 ​ Forfeited (3) ​ $ 2.76 ​ Outstanding at March 31, 2023 4,806 ​ $ 1.65 2.1 years $ — Exercisable at March 31, 2023 4,706 ​ $ 1.63 2.0 years $ — ​ The intrinsic value of a stock option is the amount by which the current market value or the market value upon exercise of the underlying stock exceeds the exercise price of the option. As of March 31, 2023, there is approximately $190 of unrecognized compensation expense for stock options that requires the achievement of certain milestones which are not yet probable.

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2023
EARNINGS PER SHARE
EARNINGS PER SHARE	NOTE 13. – EARNINGS PER SHARE The following table sets forth the computation of basic and diluted loss per common share for the three months ended March 31, 2023 and 2022, respectively. Outstanding warrants, options and RSUs were excluded from the calculation of diluted EPS as the effect was antidilutive. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 ​ ​ (in thousands, except for per-share data) Net loss ​ $ (18,182) ​ $ (8,918) Weighted average common shares outstanding - basic and diluted ​ 215,784 ​ ​ 163,157 Net loss per common share - basic and diluted ​ $ (0.08) ​ $ (0.05) ​ ​ ​ ​ ​ ​ ​ Anti-dilutive shares are as follows as of March 31: ​ ​ ​ ​ ​ ​ Warrants ​ ​ 22,748 ​ ​ — Options ​ ​ 4,806 ​ ​ 5,171 Restricted stock units ​ ​ 6,569 ​ ​ 4,037 ​ ​ ​ 34,123 ​ ​ 9,208 ​

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	3 Months Ended
	Mar. 31, 2023
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	​ ​ ​ NOTE 14. – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ​ The following table is a summary of the components and activity of Accumulated Other Comprehensive Income (Loss) (“AOCI”) as of and for the three months ended March 31, 2023 and 2022, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ securities/ ​ Translation ​ Pre-tax ​ ​ ​ ​ Net of ​ investments Adjustment Amount Tax Tax Amount Balance at January 1, 2023 $ (112) ​ $ 1 ​ $ (111) ​ $ — ​ $ (111) Unrealized gain on short-term investment securities ​ 61 ​ ​ — ​ ​ 61 ​ ​ — ​ ​ 61 Foreign currency translation ​ ​ — ​ ​ (4) ​ ​ (4) ​ ​ — ​ ​ (4) Reclassification of realized losses to net loss ​ ​ 13 ​ ​ — ​ ​ 13 ​ ​ — ​ ​ 13 Balance at March 31, 2023 ​ $ (38) ​ $ (3) ​ $ (41) ​ $ — ​ $ (41) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ securities/ ​ Translation ​ Pre-tax ​ ​ ​ ​ Net of ​ investments Adjustment Amount Tax Tax Amount Balance at January 1, 2022 $ (162) ​ $ — ​ $ (162) ​ $ — ​ $ (162) Unrealized loss on short-term investment securities ​ (400) ​ ​ — ​ ​ (400) ​ ​ — ​ ​ (400) Balance at March 31, 2022 ​ $ (562) ​ $ — ​ $ (562) ​ $ — ​ $ (562) ​

REVENUE RECOGNITION

REVENUE RECOGNITION	3 Months Ended
	Mar. 31, 2023
REVENUE RECOGNITION
REVENUE RECOGNITION	NOTE 15. – REVENUE RECOGNITION Tobacco The Company’s tobacco reportable segment revenues are derived primarily from contract manufacturing organization (“CMO”) customer contracts that consist of obligations to manufacture the customers’ branded filtered cigars and cigarettes. Additional revenues are generated from sale of the Company’s proprietary low nicotine content cigarettes, sold under the brand name VLN ® , or research cigarettes sold under the brand name SPECTRUM ® . The Company recognizes revenue when it satisfies a performance obligation by transferring control of the product to a customer. For certain CMO contracts, the performance obligation is satisfied over time as the Company determines, due to contract restrictions, it does not have an alternative use of the product and it has an enforceable right to payment as the product is manufactured. The Company recognizes revenue under those contracts at the unit price stated in the contract based on the units manufactured. Tobacco revenue from the sale of the Company’s products, which include excise taxes and shipping and handling charges billed to customers, is recognized net of cash discounts, sales returns and allowances. There was no allowance for discounts or returns and allowances at March 31, 2023 and December 31, 2022. Excise taxes recorded in Cost of Goods Sold on the Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2023 and 2022 were $2,695 and $2,719, respectively. Hemp/Cannabis The Company’s hemp/cannabis reportable segment revenues are derived primarily from a CBD wholesale extracts and bulk ingredient distillate or isolate. Additional revenues are generated from private/white label contract manufacturing. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the product to a customer. Revenue is recorded at the estimated amount of consideration to which the Company expects to be entitled. For certain sales where the company licenses its formulations for hemp-based products, it recognizes revenue once the products have been sold to customers by the licensee. When applicable, the Company pays imports duties in the various countries to which it sends products to and bills the customer for such import costs. The Company recognizes the import duties as part of revenue in accordance with ASC 606. There are no material sales provisions or volume discounts that provide variability in recording revenue amounts. Disaggregation of Revenue The Company’s net revenue is derived from customers located primarily in the United States and is disaggregated by major product line because the Company believes it best depicts the nature, amount, and timing of revenue and cash flows. Revenue recognized from Tobacco products transferred to customers over time represented 66% and 74%, for the three months ended March 31, 2023 and 2022, respectively. There was no revenue recognized from Hemp/cannabis products that were transferred to customers over time for the three months ended March 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2023 2022 Tobacco $ 8,927 ​ $ 9,045 Hemp/cannabis 13,035 ​ — Total revenues, net $ 21,962 ​ $ 9,045 ​ The following table presents net revenues by significant customers, which are defined as any customer who individually represents 10% or more of disaggregated product line net revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 ​ 2022 ​ ​ Tobacco ​ Hemp/cannabis ​ Tobacco ​ Hemp/cannabis Customer A ​ 36.15 % ​ * ​ ​ 21.69 % ​ * ​ Customer B ​ * ​ ​ * ​ ​ 10.98 % ​ * ​ Customer C ​ 27.05 % ​ * ​ ​ 26.66 % ​ * ​ Customer D ​ 18.51 % ​ * ​ ​ 32.85 % ​ * ​ Customer E ​ * ​ ​ 17.75 % ​ * ​ ​ * ​ Customer F ​ * ​ ​ 10.29 % ​ * ​ ​ * ​ Customer G ​ * ​ ​ * ​ ​ * ​ ​ * ​ All other customers ​ 18.29 % ​ 71.96 % ​ 7.82 % ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ *Less than 10% of product line’s total revenues for the period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract Assets and Liabilities Unbilled receivables (contract assets) represent revenues recognized for performance obligations that have been satisfied but have not been billed. These receivables are included as Accounts receivable, net on the Condensed Consolidated Balance Sheets. Customer payment terms vary depending on the terms of each customer contract, but payment is generally due prior to product shipment or within credit terms up to 30 days after shipment. Deferred income (contract liabilities) relates to down payments received from customers in advance of satisfying a performance obligation and is included as Deferred income on the Condensed Consolidated Balance Sheets. Total contract assets and contract liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Unbilled receivables $ 1,549 $ 354 Deferred income ​ ​ (257) ​ ​ (831) Net contract assets (liabilities) ​ $ 1,292 ​ $ (477) ​ ​ During the three months ended March 31, 2023 and 2022, the Company recognized $802 and $119 of revenue that was included in the contract liability balance as of December 31, 2022 and 2021 respectively.

SEGMENT AND GEOGRAPHIC INFORMAT

SEGMENT AND GEOGRAPHIC INFORMATION	3 Months Ended
	Mar. 31, 2023
SEGMENT AND GEOGRAPHIC INFORMATION
SEGMENT AND GEOGRAPHIC INFORMATION	N NOTE 16. SEGMENT AND GEOGRAPHIC INFORMATION The Company organizes its business into reportable segments: (1) Tobacco and (2) Hemp/Cannabis. This segment structure reflects the financial information and reports used by the Company’s management, specifically its Chief Operating Decision Maker, to make decisions regarding the Company’s business, including resource allocations and performance assessments. This segment structure reflects the Company’s current operating focus in compliance with ASC 280, Segment Reporting . The Company defines segment income from operations as revenues, net less cost of goods sold and expenses attributable to segment-specific selling, general, administrative, research, development, and other operating activities. The remaining unallocated operating and other income and expenses are primarily administrative corporate overhead expenses such as corporate personnel costs, equity compensation, investor relations, strategic consulting, research and development costs that apply broadly to the overall plant science platform, and that are not allocated to reportable segments. Unallocated corporate assets consist of cash and cash equivalents, short-term investment securities, prepaid and other assets, property and equipment, and intangible assets. Transactions between the two segments are not significant. ​ The following table presents revenues, net by segment for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Tobacco ​ $ 8,927 ​ $ 9,045 Hemp/cannabis ​ 13,035 ​ — Total revenues, net ​ $ 21,962 ​ $ 9,045 ​ ​ The following table presents income from continuing operations for the Company’s reportable segments for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Tobacco ​ $ 2,904 ​ $ 959 Hemp/cannabis ​ 6,165 ​ 830 Total segment operating loss ​ ​ 9,069 ​ ​ 1,789 Unallocated operating expenses ​ ​ 8,754 ​ ​ 6,357 Operating loss ​ ​ 17,823 ​ ​ 8,146 Unallocated other expense, net ​ ​ 359 ​ ​ 772 Loss before income taxes ​ $ 18,182 ​ $ 8,918 ​ The following table presents total assets for the Company’s reportable segments as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Tobacco ​ $ 20,459 ​ $ 15,748 Hemp/cannabis ​ 66,610 ​ 65,965 Total reportable segments ​ ​ 87,069 ​ ​ 81,713 Unallocated assets ​ ​ 37,069 ​ ​ 32,938 Total assets ​ $ 124,138 ​ $ 114,651 ​ The following table presents capital expenditures for the Company’s reportable segments for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Tobacco ​ $ 277 ​ $ 162 Hemp/cannabis ​ 1,441 ​ - Total reportable segments ​ ​ 1,718 ​ ​ 162 Unallocated expenditures for long-lived tangible assets ​ ​ 192 ​ ​ 96 Total expenditures ​ $ 1,910 ​ $ 258 ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	​ NOTE 17. – SUBSEQUENT EVENTS On April 4, 2023, a subsidiary of 22nd Century Group, Inc. (the “ Company ” ) entered into a License and Distribution Agreement (the “ Agreement ” ) with Cookies Creative Consulting & Promotions, Inc. ( “ Cookies ” ). Pursuant to the Agreement, Cookies granted the Company an exclusive license to manufacture and distribute certain Cookie ’ s branded hemp-derived hemp/cannabis products to retailers within the United States for a period of three years , with the Company having an option to extend the Agreement for an additional three-year period if certain retailer milestones are met during the initial term. ​ During the term of the Agreement, the Company will pay Cookies a monthly license fee equal to a percentage of the net profits generated by the Company under the Agreement. In consideration for the exclusivity under the Agreement, the Company agreed to issue Cookies 5,000,000 shares of unregistered common stock of the Company, subject to a lock-up during the first year after the issuance.

NATURE OF BUSINESS AND SUMMAR_2

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation	Basis of Presentation – 22nd Century Group, Inc. (together with its consolidated subsidiaries, “22 nd Century Group” or the “Company”) is a publicly traded Nevada corporation on the NASDAQ Capital Market under the symbol “XXII.” 22nd Century Group is a leading agricultural biotechnology and intellectual property company focused on tobacco harm reduction, reduced nicotine tobacco and improving health and wellness through plant science. ​ The accompanying condensed consolidated financial statements are presented in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC") and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in the Company’s Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2022. ​ In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. The results for interim periods are not necessarily indicative of results or trends that may be expected for the fiscal year as a whole. The condensed consolidated financial statements were prepared using U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates.
Reclassifications	Reclassifications As a result of the acquisition of GVB Biopharma (see Note 2), the Company has revised the presentation and classification of depreciation and amortization in the Condensed Consolidated Statement of Operations and Comprehensive Loss to conform with the acquiree, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, 2022 ​ As originally ​ ​ ​ ​ ​ ​ ​ reported Reclass Revised Revenues, net $ 9,045 ​ $ — ​ $ 9,045 Cost of goods sold 8,585 ​ 151 ​ 8,736 Gross profit ​ 460 ​ ​ (151) ​ ​ 309 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Sales, general and administrative ​ 7,305 ​ ​ (43) ​ ​ 7,262 Research and development ​ 972 ​ ​ 169 ​ ​ 1,141 Depreciation ​ 168 ​ ​ (168) ​ ​ — Other operating (income) expenses, net ​ — ​ ​ 52 ​ ​ 52 Amortization ​ 161 ​ ​ (161) ​ ​ — Total operating expenses ​ 8,606 ​ ​ (151) ​ ​ 8,455 Operating loss $ (8,146) ​ $ — ​ $ (8,146) ​
Restricted Cash	Restricted Cash -
Credit Losses	Credit Losses - The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables and contract assets. The Company considers historical collection rates, current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable and contract assets, the Company believes that the carrying value, net of excepted losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments. ​ To determine the provision for credit losses for accounts receivable, including consideration of contract assets or unbilled receivables, the Company has disaggregated its accounts receivable by nature and type of product being sold, as the Company determined that risk profile of its customers is consistent based on the type of product and industry in which they operate. These customer classes include tobacco distributors/wholesalers for its CMO cigarette and filtered cigar tobacco product sales, hemp/cannabis bulk ingredient product sales, and hemp/cannabis white label product sales. Each class of customer is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the related industry, including unemployment rates, industry indices, and other factors, to estimate if there are current expected credit losses within its trade receivables based on the trends and the Company’s expectation of the future status of such economic and industry-specific factors. The Company believes that its customers, the majority of which are in industries with sound financial condition, and therefore, the Company’s evaluation of macroeconomic and industry-specific factors did not have a material impact on the provision for credit losses. As of March 31, 2023 and December 31, 2022, the Company recorded a provision for credit losses of $551 and $372 respectively.
Acquisitions	Acquisitions - The Company accounts for acquisitions under the acquisition method of accounting for business combinations. Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. ​ All direct acquisition-related costs are expensed as incurred and are recognized in operating expenses on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date.
Contingent Consideration	Contingent Consideration -
Warrants	Warrants - Distinguishing Liabilities from Equity Derivatives and Hedging ​ Warrants that the Company may be required to redeem through payment of cash or other assets outside its control are classified as liabilities pursuant to ASC 480 and are initially and subsequently measured at their estimated fair values. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For additional discussion on warrants, see Note 6 and Note 10.
Debt Issued with Detachable Warrants	Debt Issued with Detachable Warrants - Debt “Warrants” Interest
Embedded Derivatives	Embedded Derivatives -
Debt Issuance Costs and Discounts	Debt Issuance Costs and Discounts -
Goodwill	Goodwill - Goodwill represents the excess of cost over the fair value of identifiable net assets of a business acquired and is assigned to one or more reporting units. The Company’s reporting units are the same as its two reportable segments, which is (1) Tobacco, and (2) Hemp/Cannabis. The Company tests its reporting unit’s goodwill for impairment at least annually as of the measurement date year and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. During the three-month period ended March 31, 2023, there were no indicators of impairment and accordingly a goodwill impairment test was not performed.
Income Taxes	Income Taxes -
Gain and Loss Contingencies	Gain and Loss Contingencies In accordance with ASC 450-30, Gain Contingencies, cash is received. Insurance recoveries may be realized earlier than cash receipt if a claim and amount of reimbursement is acknowledged by the insurance company that payment is due and collection is probable. ​ The Company maintains general liability insurance policies for its facilities. Under the terms of our insurance policies, in the case of loss to a property, the Company follows the guidance in ASC 610-30, Other Income —Gains and Losses on Involuntary Conversions, . ​ Refer to further discussion of all commitments and contingencies in Note 11.
Recent Accounting Pronouncements	Recent Accounting Pronouncements – Adoption of Accounting Standards Codification Topic 326 The Company adopted ASU 2016-13, or ASC 326 Financial Instruments-Credit Losses , effective January 1, 2023 under a modified retrospective approach. Under the current expected credit losses (“CECL”) model, the Company immediately recognizes an estimate of credit losses expected to occur over the life of the financial asset at the time the financial asset is originated or acquired. Estimated credit losses are determined by taking into consideration historical loss conditions, current conditions and reasonable and supportable forecasts. Changes to the expected lifetime credit losses are recognized each period. The new guidance applies to the Company’s trade receivables and contract asset balances. Due to the nature of business operations and contracts with customers, the Company has historically not experienced significant bad debt expense or write-offs and as a result, the adoption of ASC 326 did not have a material impact to the Company’s Condensed Consolidated Financial Statements. In connection with the adoption of ASC 326, the Company recorded a provision for credit losses of We consider the applicability and impact of all ASUs. If the ASU is not listed above, it was determined that the ASU was either not applicable or would have an immaterial impact on our financial statements and related disclosures.

NATURE OF BUSINESS AND SUMMAR_3

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2023
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of reclassification	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, 2022 ​ As originally ​ ​ ​ ​ ​ ​ ​ reported Reclass Revised Revenues, net $ 9,045 ​ $ — ​ $ 9,045 Cost of goods sold 8,585 ​ 151 ​ 8,736 Gross profit ​ 460 ​ ​ (151) ​ ​ 309 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ Sales, general and administrative ​ 7,305 ​ ​ (43) ​ ​ 7,262 Research and development ​ 972 ​ ​ 169 ​ ​ 1,141 Depreciation ​ 168 ​ ​ (168) ​ ​ — Other operating (income) expenses, net ​ — ​ ​ 52 ​ ​ 52 Amortization ​ 161 ​ ​ (161) ​ ​ — Total operating expenses ​ 8,606 ​ ​ (151) ​ ​ 8,455 Operating loss $ (8,146) ​ $ — ​ $ (8,146) ​

BUSINESS ACQUISITIONS (Tables)

BUSINESS ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2023
BUSINESS ACQUISITIONS
Schedule of quantitative information associated with fair value measurement	The following table provides quantitative information associated with the initial fair value measurement of the Company’s liabilities for contingent consideration as of January 19, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Payout ​ ​ ​ ​ ​ Weighted Average Contingency Type ​ (undiscounted) ​ Fair Value ​ Unobservable Inputs or Range Revenue-based payments ​ $ 1,550 ​ $ 1,138 ​ Discount rate 16 % ​ ​ ​ ​ ​ ​ ​ ​ Projected year(s) of payment 2024-2026 ​
Schedule of management's purchase price allocation	​ ​ ​ ​ Cash $ 456 Accounts receivable ​ 2,944 Inventory ​ 3,551 Other assets ​ 519 Property, plant & equipment ​ 11,388 Operating leases right-of-use assets, net ​ 1,231 Goodwill ​ 33,161 Tradename ​ 4,600 Customer relationships ​ 5,800 Accounts payable and accrued expenses ​ (2,777) Other current liabilities ​ (944) Lease liabilities ​ (1,259) Auto loans ​ (387) Deferred tax liability ​ (627) Bridge loan ​ (4,250) Fair value of net assets acquired $ 53,406 ​
Schedule of discount rate and remaining lease terms	​ ​ ​ ​ ​ Weighted average remaining lease term in years ​ 3.8 ​ Weighted average discount rate ​ 8.3 % ​
Schedule of purchase price allocated to intangible assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Fair Value ​ Amortization Period ​ Weighted Average Definite-lived Intangible Assets Assigned (Years) ​ Discount Rate Customer relationships $ 5,800 ​ ​ 10 ​ ​ 23.50% Tradename $ 4,600 ​ ​ Indefinite ​ ​ 23.50% ​
Schedule of pro forma information	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2023 2022 ​ ​ (in thousands, except for per-share data) Revenues, net ​ $ 21,962 ​ $ 16,058 Net loss ​ $ (18,182) ​ $ (7,747) Net loss per common share - basic and diluted ​ $ (0.08) ​ $ (0.04) Weighted average common shares outstanding - basic and diluted ​ ​ 215,784 ​ ​ 196,057 ​

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2023
INVENTORIES
Schedule of Inventories	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2023 2022 Raw materials ​ $ 8,133 ​ $ 8,743 Work in process ​ ​ 1,238 ​ ​ 441 Finished goods ​ 1,157 ​ ​ 824 ​ ​ $ 10,528 ​ $ 10,008

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables)	3 Months Ended
	Mar. 31, 2023
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Schedule of goodwill	​ ​ ​ ​ ​ Balance at January 1, 2023 ​ $ 33,160 Balance at March 31, 2023 ​ $ 33,160 ​
Schedule of total intangible assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Accumulated Net Carrying March 31, 2023 Carrying Amount Amortization Amount Definite-lived: ​ ​ ​ ​ ​ ​ ​ ​ ​ Patent ​ $ 6,690 ​ $ (3,821) ​ $ 2,869 License Fees ​ 3,876 ​ ​ (1,510) ​ ​ 2,366 Customer relationships ​ ​ 5,800 ​ ​ (259) ​ ​ 5,541 Total amortizing intangible assets ​ $ 16,366 ​ $ (5,590) ​ $ 10,776 Indefinite-lived: ​ ​ ​ ​ ​ ​ ​ ​ Tradename and trademarks ​ ​ ​ ​ ​ ​ $ 3,313 U.K. FSA portfolio ​ ​ ​ ​ ​ ​ ​ 1,744 MSA signatory costs ​ ​ ​ ​ ​ ​ ​ ​ 2,202 License fee for predicate cigarette brand ​ ​ ​ ​ ​ ​ ​ 350 Total indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ $ 7,609 Total intangible assets, net ​ ​ ​ ​ ​ ​ ​ $ 18,385 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Accumulated Net Carrying December 31, 2022 Carrying Amount Amortization Amount Definite-lived: ​ ​ ​ ​ ​ ​ ​ ​ ​ Patent ​ $ 6,513 ​ $ (3,711) ​ $ 2,802 License Fees ​ 3,876 ​ ​ (1,446) ​ ​ 2,430 Customer relationships ​ ​ 5,800 ​ ​ (20) ​ ​ 5,780 Total amortizing intangible assets ​ $ 16,189 ​ $ (5,177) ​ $ 11,012 Indefinite-lived: ​ ​ ​ ​ ​ ​ ​ ​ Tradename and trademarks ​ ​ ​ ​ ​ ​ $ 3,289 MSA signatory costs ​ ​ ​ ​ ​ ​ ​ ​ 2,202 License fee for predicate cigarette brand ​ ​ ​ ​ ​ ​ ​ 350 Total indefinite-lived intangible assets ​ ​ ​ ​ ​ ​ ​ $ 5,841 Total intangible assets, net ​ ​ ​ ​ ​ ​ ​ $ 16,853 ​
Schedule of aggregate intangible asset amortization expense	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Cost of goods sold ​ $ 4 ​ $ 3 Sales, general, and administrative ​ ​ 239 ​ ​ — Research and development ​ 170 ​ 158 Total amortization expense ​ $ 413 ​ $ 161 ​
Schedule of estimated future intangible asset amortization expense	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remainder of 2023 2024 2025 2026 ​ 2027 ​ Thereafter Amortization expense ​ $ 1,240 ​ $ 1,644 ​ $ 1,502 ​ $ 1,268 ​ $ 1,128 ​ $ 3,994

INVESTMENTS & OTHER ASSETS (Tab

INVESTMENTS & OTHER ASSETS (Tables)	3 Months Ended
	Mar. 31, 2023
Marketable Securities [Line Items]
Schedule of carrying value of investments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2023 ​ 2022 Change Agronomy Ltd. ordinary shares $ 682 $ 682 Total investments ​ $ 682 ​ $ 682 ​
Investment in Panacea
Marketable Securities [Line Items]
Schedule of carrying value of investments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2023 ​ 2022 Promissory note receivable ​ $ 3,437 ​ $ 3,410

FAIR VALUE MEASUREMENTS AND S_2

FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Schedule of assets and liabilities measured at fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ March 31, 2023 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ Money market funds ​ $ 4,728 ​ $ — ​ $ — ​ $ 4,728 Restricted cash ​ ​ 7,500 ​ ​ — ​ ​ — ​ ​ 7,500 Corporate bonds ​ — ​ 4,353 ​ — ​ 4,353 Change Agronomy Ltd. ordinary shares ​ ​ — ​ ​ — ​ ​ 682 ​ ​ 682 Total assets ​ $ 12,228 ​ $ 4,353 ​ $ 682 ​ $ 17,263 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Detachable warrants ​ $ — ​ $ — ​ $ 3,666 ​ $ 3,666 Contingent consideration ​ ​ — ​ ​ — ​ ​ 1,160 ​ ​ 1,160 Total liabilities ​ $ — ​ $ — ​ $ 4,826 ​ $ 4,826 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ Money market funds ​ $ 10,163 ​ $ — ​ $ — ​ $ 10,163 Corporate bonds ​ — ​ 7,031 ​ — ​ 7,031 U.S. treasury securities ​ — ​ 999 ​ — ​ 999 Change Agronomy Ltd. ordinary shares ​ ​ — ​ ​ — ​ ​ 682 ​ ​ 682 Total assets ​ $ 10,163 ​ $ 8,030 ​ $ 682 ​ $ 18,875 ​
Schedule of available-for-sale securities reconciliation	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale Debt Securities ​ ​ March 31, 2023 ​ ​ Amortized ​ Gross ​ Gross ​ ​ ​ ​ ​ Cost ​ Unrealized ​ Unrealized ​ Fair ​ Basis Gains Losses Value Corporate bonds ​ $ 4,391 ​ $ — ​ $ (38) ​ $ 4,353 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale Debt Securities ​ ​ December 31, 2022 ​ ​ Amortized ​ Gross ​ Gross ​ ​ ​ ​ ​ Cost ​ Unrealized ​ Unrealized ​ Fair ​ Basis Gains Losses Value Corporate bonds ​ $ 7,143 ​ $ — ​ $ (112) ​ $ 7,031 ​
Schedule of available for sale securities classified by contractual maturity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale Debt Securities ​ ​ March 31, 2023 ​ December 31, 2022 ​ ​ Amortized ​ ​ ​ ​ Amortized ​ ​ ​ ​ Cost Basis Fair Value Cost Basis Fair Value Due in one year or less ​ $ 4,391 ​ $ 4,353 ​ $ 7,143 ​ $ 7,031 ​
Schedule of the changes in fair value of Level 3 investments	The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ Fair value measurement at January 1, 2023 ​ $ — Initial measurement (see Note 2) ​ ​ 1,138 Fair value measurement adjustment ​ ​ 22 Fair value measurement at March 31, 2023 ​ $ 1,160 ​
Schedule of quantitative information associated with fair value measurement	The following table provides quantitative information associated with the initial fair value measurement of the Company’s liabilities for contingent consideration as of January 19, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Payout ​ ​ ​ ​ ​ Weighted Average Contingency Type ​ (undiscounted) ​ Fair Value ​ Unobservable Inputs or Range Revenue-based payments ​ $ 1,550 ​ $ 1,138 ​ Discount rate 16 % ​ ​ ​ ​ ​ ​ ​ ​ Projected year(s) of payment 2024-2026 ​
JGB warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Schedule of valuation technique used for measuring warrant liability	The JGB detachable warrants were valued at the closing dates of the Senior Secured Credit Facility using a Monte Carlo valuation model with the following assumptions: ​ ​ ​ ​ ​ Risk-free interest rate per year 4.2 % Expected volatility per year 88.1 % Expected dividend yield — % Contractual expiration 5.5 years Exercise price $ 1.275 ​ Stock price $ 0.91 ​ ​
Omnia Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Schedule of valuation technique used for measuring warrant liability	The Omnia detachable warrants were valued at the closing dates of the Subordinated Note using a Monte Carlo valuation model with the following assumptions: ​ ​ ​ ​ ​ Risk-free interest rate per year 4.1 % Expected volatility per year 83.8 % Expected dividend yield — % Contractual expiration 7.5 years Exercise price $ 0.855 ​ Stock price $ 0.91 ​ ​
Detachable warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Schedule of the changes in fair value of Level 3 investments	The following table sets forth a summary of the changes in fair value of the Company’s stock warrants (Level 3 asset) for the three-month period ended March 31, 2023: ​ ​ ​ ​ ​ ​ Fair value measurement at January 1, 2023 ​ $ — Initial measurement ​ ​ 3,527 Fair value measurement adjustment ​ ​ 139 Fair value measurement at March 31, 2023 ​ $ 3,666 ​

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2023
DEBT
Schedule of long-term debt	Long-term debt related to the Senior Secured Credit Facility and Subordinate Note as of March 31, 2023, consists of the following: ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2023 Senior Secured Credit Facility $ 22,105 Subordinated Note ​ ​ 2,925 Unamortized discount on loan and deferred debt issuance costs ​ ​ (8,613) Total debt ​ ​ 16,417 Current portion of long-term debt ​ ​ — Total long-term debt ​ $ 16,417 ​
Schedule of future principal payments	Contractual maturities under the Senior Secured Credit Facility and Subordinate Note for the remainder of 2023 and through maturity, excluding any discounts or premiums, as of March 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remainder of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2024 2025 2026 ​ 2027 ​ Thereafter Future minimum principal payments ​ $ — ​ $ 2,925 ​ $ — ​ $ 22,105 ​ $ — ​ $ — ​
Schedule of components and activity of unamortized discount and debt issuance costs	​ ​ ​ ​ ​ ​ ​ Total Issuance $ (8,784) Amortization during the period ​ 171 March 31, 2023 $ (8,613)

NOTES & LOANS PAYABLE (Tables)

NOTES & LOANS PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2023
NOTES & LOANS PAYABLE
Schedule of notes payable balances	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Insurance loans payable ​ $ 184 ​ $ 780 Vehicle loans ​ ​ 130 ​ ​ 128 Total current notes and loans payable ​ $ 314 ​ $ 908 ​ ​ ​ ​ ​ ​ ​ Bridge loan ​ $ — ​ $ 2,814 Vehicle loans ​ ​ 154 ​ ​ 187 Total long-term notes and loans payable ​ $ 154 ​ $ 3,001 ​
Schedule of future principal payments	Contractual maturities under the Senior Secured Credit Facility and Subordinate Note for the remainder of 2023 and through maturity, excluding any discounts or premiums, as of March 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remainder of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2024 2025 2026 ​ 2027 ​ Thereafter Future minimum principal payments ​ $ — ​ $ 2,925 ​ $ — ​ $ 22,105 ​ $ — ​ $ — ​
Notes and loans payable
NOTES & LOANS PAYABLE
Schedule of future principal payments	Estimated future principal payments to be made under the above notes and loans payable as of March 31, 2023 are as follows: ​ ​ ​ ​ Remainder of 2023 ​ $ 271 2024 ​ ​ 131 2025 ​ ​ 59 2026 ​ ​ 7 Total ​ $ 468

OTHER OPERATING (INCOME) EXPE_2

OTHER OPERATING (INCOME) EXPENSES, NET (Tables)	3 Months Ended
	Mar. 31, 2023
OTHER OPERATING (INCOME) EXPENSES, NET
Components of "Other operating expenses, net"	The components of “Other operating expenses, net” were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Grass Valley fire: ​ ​ ​ ​ ​ ​ Professional services and supplies ​ $ 68 ​ $ — Total Grass Valley fire ​ ​ 68 ​ ​ — Acquisition costs ​ $ 68 ​ $ 52 Needlerock Farms settlement ​ ​ 747 ​ ​ — Loss on change in warrant liability ​ ​ 139 ​ ​ — Loss on change in contingent consideration ​ ​ 22 ​ ​ — Gain on sale or disposal of property, plant and equipment ​ ​ (146) ​ ​ — Total other operating expenses, net ​ $ 898 ​ $ 52

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES
Schedule of future commitments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Future Commitments ​ Commitment Counter Party Product Relationship Commitment Type 2023 2024 2025 2026 ​ 2027 & After ​ Total Research Agreement ​ KeyGene ​ Hemp / Cannabis ​ Contract fee ​ $ 1,955 ​ $ 2,057 ​ $ 1,589 ​ $ 1,302 ​ $ 328 ​ $ 7,231 (1) License Agreement ​ NCSU ​ Tobacco ​ Minimum annual royalty ​ ​ — ​ ​ 100 ​ ​ 100 ​ ​ 100 ​ ​ 1,000 ​ ​ 1,300 (2) Research Agreement ​ NCSU ​ Tobacco ​ Contract fee ​ ​ 99 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 99 (3) Sublicense Agreement ​ Anandia Laboratories, Inc. ​ Hemp / Cannabis ​ Annual license fee ​ ​ 10 ​ ​ 10 ​ ​ 10 ​ ​ 100 ​ ​ — ​ ​ 130 (4) Research Agreement ​ Cannametrix ​ Hemp / Cannabis ​ Contract fee ​ ​ 667 ​ ​ 666 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,333 (5) License Agreement ​ Cannametrix ​ Hemp / Cannabis ​ Minimum annual royalty ​ ​ — ​ ​ — ​ ​ 75 ​ ​ 100 ​ ​ 1,900 ​ ​ 2,075 (6) Growing Agreements ​ Various ​ Tobacco ​ Contract fee ​ ​ 52 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 52 (7) Consulting Agreements ​ Various ​ Various ​ Contract fee ​ ​ 1,132 ​ ​ 746 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,878 (8) ​ ​ ​ ​ ​ ​ ​ ​ $ 3,915 ​ $ 3,579 ​ $ 1,774 ​ $ 1,602 ​ $ 3,228 ​ $ 14,098 ​ ​ (1) Exclusive agreement with the Company in the field of the Cannabis Sativa L. plant. The initial term of the agreement was five years with an option for an additional two years . On April 30, 2021, the Company and KeyGene entered into a First Amended and Restated Framework Collaborative Research Agreement which extended the agreement term, from first-quarter 2024 to first-quarter 2027, and preserves the Company’s option for an additional 2-year extension, now through first quarter of 2029. On March 30, 2022, the Company and KeyGene entered into a new Framework Collaborative Research Agreement for a term of three years at an aggregate cost of $1,830 in the field related to the hops plant. The Company will exclusively own all results and all intellectual property relating to the results of the collaboration with KeyGene (the "Results”). The Company will pay royalties in varying amounts to KeyGene relating to the Company's commercialization in the stated fields of each agreement. The Company has also granted KeyGene a license to commercialize the Results outside of each field and KeyGene will pay royalties in varying amounts to the Company relating to KeyGene's commercialization of the Results outside of each field. (2) The minimum annual royalty fee is credited against running royalties on sales of licensed products. The Company is also responsible for reimbursing NCSU for actual third-party patent costs incurred, including capitalized patent costs and patent maintenance costs. These costs vary from year to year and the Company has certain rights to direct the activities that result in these costs. (3) On August 19, 2022, the Company entered into a one-year Sponsored Project Agreement with NCSU for continued research of tobacco alkaloid formation. (4) The Company is also responsible for the payment of certain costs, including, capitalized patent costs and patent maintenance costs, a running royalty on future net sales of products made from the sublicensed intellectual property, and a sharing of future sublicensing consideration received from sublicensing to third parties in all countries except for Canada. Anandia retains all patent rights, and is responsible for all patent maintenance, in Canada. (5) On March 11, 2022, the Company expanded its research agreement with Cannametrix for hemp/cannabis product development, formulation, and validation for a three-year period at an aggregate cost of $2,000 . (6) The minimum annual royalty fee is credited against running royalties from the sales of goods or services based on Project IP and/or Background IP. (7) Various R&D growing agreements for hemp/cannabis and tobacco. (8) General corporate consulting agreements.

EQUITY BASED COMPENSATION (Tabl

EQUITY BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2023
EQUITY BASED COMPENSATION
Schedule of compensation costs related to restricted stock and stock options	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Sales, general, and administrative ​ $ 1,124 ​ $ 1,171 Research and development ​ 51 ​ 42 Total RSUs and stock option compensation ​ $ 1,175 ​ $ 1,213 ​
Summary of changes in unvested restricted stock	​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested RSUs ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant-date ​ Shares Fair Value ​ ​ in thousands ​ $ per share Unvested at January 1, 2023 4,033 ​ $ 2.13 Granted 4,392 ​ ​ 0.83 Vested ​ (1,828) ​ ​ 2.08 Forfeited ​ (28) ​ ​ 2.42 Unvested at March 31, 2023 ​ 6,569 ​ ​ 1.27 ​
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ Aggregate ​ ​ Number of ​ Exercise ​ Contractual ​ Intrinsic ​ Options Price Term Value ​ ​ in thousands ​ $ per share ​ ​ ​ ​ ​ ​ Outstanding at January 1, 2023 4,912 ​ $ 1.65 ​ Expired (103) ​ $ 2.76 ​ Forfeited (3) ​ $ 2.76 ​ Outstanding at March 31, 2023 4,806 ​ $ 1.65 2.1 years $ — Exercisable at March 31, 2023 4,706 ​ $ 1.63 2.0 years $ — ​

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2023
EARNINGS PER SHARE
Schedule of computation of basic and diluted loss per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 ​ ​ (in thousands, except for per-share data) Net loss ​ $ (18,182) ​ $ (8,918) Weighted average common shares outstanding - basic and diluted ​ 215,784 ​ ​ 163,157 Net loss per common share - basic and diluted ​ $ (0.08) ​ $ (0.05) ​ ​ ​ ​ ​ ​ ​ Anti-dilutive shares are as follows as of March 31: ​ ​ ​ ​ ​ ​ Warrants ​ ​ 22,748 ​ ​ — Options ​ ​ 4,806 ​ ​ 5,171 Restricted stock units ​ ​ 6,569 ​ ​ 4,037 ​ ​ ​ 34,123 ​ ​ 9,208

ACCUMULATED OTHER COMPREHENSI_2

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	3 Months Ended
	Mar. 31, 2023
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Schedule of accumulated other comprehensive income (loss)	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ securities/ ​ Translation ​ Pre-tax ​ ​ ​ ​ Net of ​ investments Adjustment Amount Tax Tax Amount Balance at January 1, 2023 $ (112) ​ $ 1 ​ $ (111) ​ $ — ​ $ (111) Unrealized gain on short-term investment securities ​ 61 ​ ​ — ​ ​ 61 ​ ​ — ​ ​ 61 Foreign currency translation ​ ​ — ​ ​ (4) ​ ​ (4) ​ ​ — ​ ​ (4) Reclassification of realized losses to net loss ​ ​ 13 ​ ​ — ​ ​ 13 ​ ​ — ​ ​ 13 Balance at March 31, 2023 ​ $ (38) ​ $ (3) ​ $ (41) ​ $ — ​ $ (41) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate ​ Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ securities/ ​ Translation ​ Pre-tax ​ ​ ​ ​ Net of ​ investments Adjustment Amount Tax Tax Amount Balance at January 1, 2022 $ (162) ​ $ — ​ $ (162) ​ $ — ​ $ (162) Unrealized loss on short-term investment securities ​ (400) ​ ​ — ​ ​ (400) ​ ​ — ​ ​ (400) Balance at March 31, 2022 ​ $ (562) ​ $ — ​ $ (562) ​ $ — ​ $ (562)

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	3 Months Ended
	Mar. 31, 2023
REVENUE RECOGNITION
Schedule of disaggregation of revenue	​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2023 2022 Tobacco $ 8,927 ​ $ 9,045 Hemp/cannabis 13,035 ​ — Total revenues, net $ 21,962 ​ $ 9,045 ​
Schedule of concentration of risk	The following table presents net revenues by significant customers, which are defined as any customer who individually represents 10% or more of disaggregated product line net revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 ​ 2022 ​ ​ Tobacco ​ Hemp/cannabis ​ Tobacco ​ Hemp/cannabis Customer A ​ 36.15 % ​ * ​ ​ 21.69 % ​ * ​ Customer B ​ * ​ ​ * ​ ​ 10.98 % ​ * ​ Customer C ​ 27.05 % ​ * ​ ​ 26.66 % ​ * ​ Customer D ​ 18.51 % ​ * ​ ​ 32.85 % ​ * ​ Customer E ​ * ​ ​ 17.75 % ​ * ​ ​ * ​ Customer F ​ * ​ ​ 10.29 % ​ * ​ ​ * ​ Customer G ​ * ​ ​ * ​ ​ * ​ ​ * ​ All other customers ​ 18.29 % ​ 71.96 % ​ 7.82 % ​ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ *Less than 10% of product line’s total revenues for the period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Schedule of contract assets and liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Unbilled receivables $ 1,549 $ 354 Deferred income ​ ​ (257) ​ ​ (831) Net contract assets (liabilities) ​ $ 1,292 ​ $ (477) ​

SEGMENT AND GEOGRAPHIC INFORM_2

SEGMENT AND GEOGRAPHIC INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2023
SEGMENT AND GEOGRAPHIC INFORMATION
Schedule of revenues, net by segment	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Tobacco ​ $ 8,927 ​ $ 9,045 Hemp/cannabis ​ 13,035 ​ — Total revenues, net ​ $ 21,962 ​ $ 9,045 ​
Schedule of segments information	The following table presents income from continuing operations for the Company’s reportable segments for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Tobacco ​ $ 2,904 ​ $ 959 Hemp/cannabis ​ 6,165 ​ 830 Total segment operating loss ​ ​ 9,069 ​ ​ 1,789 Unallocated operating expenses ​ ​ 8,754 ​ ​ 6,357 Operating loss ​ ​ 17,823 ​ ​ 8,146 Unallocated other expense, net ​ ​ 359 ​ ​ 772 Loss before income taxes ​ $ 18,182 ​ $ 8,918 ​ The following table presents total assets for the Company’s reportable segments as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Tobacco ​ $ 20,459 ​ $ 15,748 Hemp/cannabis ​ 66,610 ​ 65,965 Total reportable segments ​ ​ 87,069 ​ ​ 81,713 Unallocated assets ​ ​ 37,069 ​ ​ 32,938 Total assets ​ $ 124,138 ​ $ 114,651 ​ The following table presents capital expenditures for the Company’s reportable segments for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Tobacco ​ $ 277 ​ $ 162 Hemp/cannabis ​ 1,441 ​ - Total reportable segments ​ ​ 1,718 ​ ​ 162 Unallocated expenditures for long-lived tangible assets ​ ​ 192 ​ ​ 96 Total expenditures ​ $ 1,910 ​ $ 258

NATURE OF BUSINESS AND SUMMAR_4

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues, net	$ 21,962	$ 9,045
Cost of goods sold	23,139	8,736
Gross (loss) profit	(1,177)	309
Operating expenses:
Sales, general and administrative	14,231	7,262
Research and development	1,517	1,141
Other operating (income) expense, net	898	52
Total operating expenses	16,646	8,455
Operating loss	$ (17,823)	(8,146)
As originally reported
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues, net		9,045
Cost of goods sold		8,585
Gross (loss) profit		460
Operating expenses:
Sales, general and administrative		7,305
Research and development		972
Depreciation		168
Amortization		161
Total operating expenses		8,606
Operating loss		(8,146)
Reclass
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cost of goods sold		151
Gross (loss) profit		(151)
Operating expenses:
Sales, general and administrative		(43)
Research and development		169
Depreciation		(168)
Other operating (income) expense, net		52
Amortization		(161)
Total operating expenses		$ (151)

NATURE OF BUSINESS AND SUMMAR_5

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reportable segments | segment	2
Impairment of goodwill	$ 0
Provision for credit losses	551	$ 372
Provision for credit losses	$ 61
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjustment [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Provision for credit losses		$ 118

BUSINESS ACQUISITIONS (Details)

BUSINESS ACQUISITIONS (Details)			1 Months Ended	3 Months Ended
	Jan. 19, 2023 USD ($) item shares	May 13, 2022 USD ($) shares	Jun. 30, 2022 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
BUSINESS ACQUISITIONS
Contingent consideration	$ 1,138,000
Goodwill				$ 33,160,000		$ 33,160,000
Goodwill				33,160,000		33,160,000
Six months
BUSINESS ACQUISITIONS
Shares transferable after lock up period (as a percent)		0.3333%
GVB Biopharma
BUSINESS ACQUISITIONS
Goodwill		$ 44,200		33,161,000
Debt assumed		4,637,000
Transaction costs		$ 1,753,000
Shares issued | shares		32,900,000
Fair value of shares issued		$ 51,653,000
Lock up period of shares		6 months
Increase (decrease) in inventory			$ 978,000
Goodwill		$ 44,200		33,161,000
Reduction to goodwill		11,040,000
Deferred tax liability		627,000		627,000
Deferred Tax Assets, Valuation Allowance						$ 434,000
Valuation of property plant and equipment		$ 70,000
GVB Biopharma | Sales, general, and administrative
BUSINESS ACQUISITIONS
Acquisition related costs					$ 52,000
GVB Biopharma | Six months
BUSINESS ACQUISITIONS
Lock up period of shares		6 months
GVB Biopharma | Nine months
BUSINESS ACQUISITIONS
Lock up period of shares		9 months
Shares transferable after lock up period (as a percent)		0.3333%
GVB Biopharma | One Year
BUSINESS ACQUISITIONS
Lock up period of shares		1 year
GVB Biopharma | Tradename
BUSINESS ACQUISITIONS
Royalty rate		1%
GVB Biopharma | Off-market lease
BUSINESS ACQUISITIONS
Intangible assets		$ 0
GVB Biopharma | Customer relationships
BUSINESS ACQUISITIONS
Historical customer annual attrition rate		20%
RX Pharmatech Ltd
BUSINESS ACQUISITIONS
Number of novel food applications | item	1,276
Cash consideration	$ 200,000
Equity consideration	503,000
Target working capital, true up	286,000
Contingent consideration	1,138,000
Fair value of contingent consideration	2,127,000
Intangible assets	1,744,000
Net asset	93,000
Excess purchase price	0
Goodwill	$ 0
Contingent consideration, earn out period	3 years
Shares issued | shares	465,838
Cash acquired	$ 290,000
Goodwill	0
RX Pharmatech Ltd | Sales, general, and administrative
BUSINESS ACQUISITIONS
Acquisition related costs				$ 68,000
RX Pharmatech Ltd | Maximum
BUSINESS ACQUISITIONS
Contingent consideration	$ 1,550,000

BUSINESS ACQUISITIONS - Initial

BUSINESS ACQUISITIONS - Initial fair value measurements (Details) $ in Thousands	Mar. 31, 2023 USD ($)	Jan. 19, 2023 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maximum Payout		$ 1,550
Fair Value		$ 1,138
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible Enumeration]	Discount Rate
Discount Rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maximum Payout	$ 1,550
Fair Value	$ 1,160
Measurement Inputs	16	16
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible Enumeration]	Discount Rate

BUSINESS ACQUISITIONS - Purchas

BUSINESS ACQUISITIONS - Purchase price allocation (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	May 13, 2022
BUSINESS ACQUISITIONS
Goodwill	$ 33,160,000	$ 33,160,000
GVB Biopharma
BUSINESS ACQUISITIONS
Cash	456,000
Accounts receivable	2,944,000
Inventory	3,551,000
Other assets	519,000
Property, plant & equipment	11,388,000
Operating leases right-of-use assets, net	1,231,000
Goodwill	33,161,000		$ 44,200
Accounts payable and accrued expenses	(2,777,000)
Other current liabilities	(944,000)
Lease liabilities	(1,259,000)
Auto loans			(4,637,000)
Deferred tax liability	(627,000)		$ (627,000)
Fair value of net assets acquired	53,406,000
GVB Biopharma | Auto loans
BUSINESS ACQUISITIONS
Auto loans	(387,000)
GVB Biopharma | Bridge Loan.
BUSINESS ACQUISITIONS
Auto loans	(4,250,000)
GVB Biopharma | Tradename
BUSINESS ACQUISITIONS
Intangible assets	4,600,000
GVB Biopharma | Customer relationships
BUSINESS ACQUISITIONS
Intangible assets	$ 5,800,000

BUSINESS ACQUISITIONS - Discoun

BUSINESS ACQUISITIONS - Discount rate and remaining lease terms (Details) - GVB Biopharma	May 13, 2022
BUSINESS ACQUISITIONS
Weighted average remaining lease term in years	3 years 9 months 18 days
Weighted average discount rate	8.30%

BUSINESS ACQUISITIONS - Purch_2

BUSINESS ACQUISITIONS - Purchase price allocated to intangible assets (Details) - GVB Biopharma $ in Thousands	May 13, 2022 USD ($)
Customer relationships
BUSINESS ACQUISITIONS
Fair Value Assigned	$ 5,800
Weighted Average Amortization Period (Years)	10 years
Weighted Average Discount Rate	23.50%
Tradename
BUSINESS ACQUISITIONS
Fair Value Assigned	$ 4,600
Weighted Average Discount Rate	23.50%

BUSINESS ACQUISITIONS - Pro for

BUSINESS ACQUISITIONS - Pro forma information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
BUSINESS ACQUISITIONS
Revenue, net	$ 21,962	$ 16,058
Net loss	$ (18,182)	$ (7,747)
Net loss per common share - basic	$ (0.08)	$ (0.04)
Weighted average common shares outstanding - basic	215,784	196,057
GVB Biopharma
BUSINESS ACQUISITIONS
Revenue, net	$ 12,874
Net loss	$ (4,791)

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
INVENTORIES
Raw materials	$ 8,133	$ 8,743
Work in process	1,238	441
Finished goods	1,157	824
Inventory, Net	$ 10,528	$ 10,008

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jan. 19, 2023
Goodwill
Balance at beginning		$ 33,160
Balance at ending	$ 33,160

GOODWILL AND OTHER INTANGIBLE_4

GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Intangible assets, net
Gross carrying amount	$ 16,366	$ 16,189
Accumulated amortization	(5,590)	(5,177)
Net carrying amount	10,776	11,012
Indefinite-lived intangible assets	7,609	5,841
Total intangible assets, net	18,385	16,853
Tradename and trademarks
Intangible assets, net
Indefinite-lived intangible assets	3,313	3,289
U.K. FSA portfolio
Intangible assets, net
Indefinite-lived intangible assets	1,744
MSA signatory costs
Intangible assets, net
Indefinite-lived intangible assets	2,202	2,202
License fee for predicate cigarette brand
Intangible assets, net
Indefinite-lived intangible assets	350	350
Patent
Intangible assets, net
Gross carrying amount	6,690	6,513
Accumulated amortization	(3,821)	(3,711)
Net carrying amount	2,869	2,802
License fee for predicate cigarette brand
Intangible assets, net
Gross carrying amount	3,876	3,876
Accumulated amortization	(1,510)	(1,446)
Net carrying amount	2,366	2,430
Customer relationships
Intangible assets, net
Gross carrying amount	5,800	5,800
Accumulated amortization	(259)	(20)
Net carrying amount	$ 5,541	$ 5,780

GOODWILL AND OTHER INTANGIBLE_5

GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Aggregate intangible asset amortization expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Aggregate intangible assets amortization expense	$ 413	$ 161
Cost of goods sold
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Aggregate intangible assets amortization expense	4	3
Sales, general, and administrative
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Aggregate intangible assets amortization expense	239
Research and development
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Aggregate intangible assets amortization expense	$ 170	$ 158

GOODWILL AND OTHER INTANGIBLE_6

GOODWILL AND OTHER INTANGIBLE ASSETS, NET - Estimated future intangible asset amortization expense (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Estimated future intangible asset amortization expense
Remainder of 2023	$ 1,240
2024	1,644
2025	1,502
2026	1,268
2027	1,128
Thereafter	$ 3,994

INVESTMENTS & OTHER ASSETS - To

INVESTMENTS & OTHER ASSETS - Total carrying value (Details) £ in Thousands, $ in Thousands	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jan. 26, 2022 USD ($)	Dec. 10, 2021 GBP (£)
INVESTMENTS & OTHER ASSETS
Investments	$ 682	$ 682
Change Agronomy Ltd.
INVESTMENTS & OTHER ASSETS
Investments			$ 682	£ 500
Change Agronomy Ltd. | Common Stock
INVESTMENTS & OTHER ASSETS
Investments	$ 682	$ 682

INVESTMENTS & OTHER ASSETS - In

INVESTMENTS & OTHER ASSETS - Investment in Change Agronomy (Details) £ / shares in Units, £ in Thousands, $ in Thousands		15 Months Ended
	Dec. 10, 2021 GBP (£) £ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jan. 26, 2022 USD ($)
Marketable Securities [Line Items]
Investments		$ 682	$ 682
Change Agronomy
Marketable Securities [Line Items]
Investments | £	£ 500
Foreign currency exchange gain or loss		0
Impairment of long term investments		$ 0
Change Agronomy
Marketable Securities [Line Items]
Investments	£ 500			$ 682
Number of ordinary shares | shares	592,888
Number of ordinary price per share | £ / shares	£ 0.84333
Ownership percentage (in percent)	1.80%
Change Agronomy | Minimum
Marketable Securities [Line Items]
Minimum total of equity investments | £	£ 3,000

INVESTMENTS & OTHER ASSETS - _2

INVESTMENTS & OTHER ASSETS - Investment in Panacea Life Sciences, Inc (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2021
INVESTMENTS & OTHER ASSETS
Long-term Investments	$ 682	$ 682
Investment in Panacea
INVESTMENTS & OTHER ASSETS
Notes receivable issued value			$ 3,684
Note receivable			4,300
Note receivable, face amount			$ 4,300
Note receivable interest rate			0%
Decrease in related party notes receivable	500
Extinguishment of related party notes receivable	500
Related party notes receivable discount	51
Promissory note receivable	$ 3,410	$ 3,437
Note receivable, discount			$ 616

FAIR VALUE MEASUREMENTS AND S_3

FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS - Recurring (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Money Market Funds
Assets
Net Asset Value	$ 1
Fair Value, Recurring
Assets
Assets at fair value	$ 17,263	$ 18,875
Liabilities at fair value	4,826
Fair Value, Recurring | Detachable warrants
Assets
Liabilities at fair value	3,666
Fair Value, Recurring | Contingent consideration
Assets
Liabilities at fair value	1,160
Fair Value, Recurring | Money Market Funds
Assets
Assets at fair value	4,728	10,163
Fair Value, Recurring | Restricted cash
Assets
Assets at fair value	7,500
Fair Value, Recurring | Corporate Bonds
Assets
Assets at fair value	4,353	7,031
Fair Value, Recurring | US Treasury Securities
Assets
Assets at fair value		999
Fair Value, Recurring | Fair Value, Inputs, Level 1
Assets
Assets at fair value	12,228	10,163
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Money Market Funds
Assets
Assets at fair value	4,728	10,163
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Restricted cash
Assets
Assets at fair value	7,500
Fair Value, Recurring | Fair Value, Inputs, Level 2
Assets
Assets at fair value	4,353	8,030
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Corporate Bonds
Assets
Assets at fair value	4,353	7,031
Fair Value, Recurring | Fair Value, Inputs, Level 2 | US Treasury Securities
Assets
Assets at fair value		999
Fair Value, Recurring | Fair Value, Inputs, Level 3
Assets
Assets at fair value	682	682
Liabilities at fair value	4,826
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Detachable warrants
Assets
Liabilities at fair value	3,666
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Contingent consideration
Assets
Liabilities at fair value	1,160
Change Agronomy | Fair Value, Recurring
Assets
Assets at fair value	682	682
Change Agronomy | Fair Value, Recurring | Fair Value, Inputs, Level 3
Assets
Assets at fair value	$ 682	$ 682

FAIR VALUE MEASUREMENTS AND S_4

FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS - Available-for-sale debt securities (Details) - Corporate Bonds - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS
Available-for-sale Securities - Amortized Cost Basis	$ 4,391	$ 7,143
Available-for-sale Securities - Gross Unrealized Losses	(38)	(112)
Available-for-sale Securities - Fair Value	$ 4,353	$ 7,031

FAIR VALUE MEASUREMENTS AND S_5

FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS - Estimated fair values of company's liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Detachable warrants
Estimated fair value of company's liability
Initial measurement	$ 3,527
Fair value measurement adjustment	139
Fair value measurement ending balance	3,666
Contingent consideration
Estimated fair value of company's liability
Initial measurement	1,138
Fair value measurement adjustment	22
Fair value measurement ending balance	$ 1,160

FAIR VALUE MEASUREMENTS AND S_6

FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS - Maturity of available-for-sale securities by contractual maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS
Available For Sale, Maturities One Year or Less, Amortized Cost	$ 4,391	$ 7,143
Available For Sale, Maturities One Year or Less, Fair Value	$ 4,353	$ 7,031

FAIR VALUE MEASUREMENTS AND S_7

FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS (Details) $ in Thousands	Mar. 31, 2023 USD ($)
FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS
Contingent consideration liability, Current	$ 566
Contingent consideration liability, Non Current	$ 594

FAIR VALUE MEASUREMENTS AND S_8

FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS - Warrant liability - Valuation technique (Details)	Mar. 31, 2023 $ / shares Y
JGB warrants | Risk-free interest rate per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	4.2
JGB warrants | Expected volatility per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	88.1
JGB warrants | Contractual expiration
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input | Y	5.5
JGB warrants | Exercise price
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	1.275
JGB warrants | Stock price
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	0.91
Omnia Warrants | Risk-free interest rate per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	4.1
Omnia Warrants | Expected volatility per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	83.8
Omnia Warrants | Contractual expiration
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input | Y	7.5
Omnia Warrants | Exercise price
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	0.855
Omnia Warrants | Stock price
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	0.91

FAIR VALUE MEASUREMENTS AND S_9

FAIR VALUE MEASUREMENTS AND SHORT-TERM INVESTMENTS - Initial fair value measurement (Details) $ in Thousands	Mar. 31, 2023 USD ($)	Jan. 19, 2023 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maximum Payout		$ 1,550
Fair Value		$ 1,138
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible Enumeration]	Discount Rate
Discount Rate
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maximum Payout	$ 1,550
Fair Value	$ 1,160
Measurement Inputs	16	16
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible Enumeration]	Discount Rate

DEBT - (Details)

DEBT - (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Sep. 03, 2023	Mar. 03, 2023	Mar. 31, 2023	Jan. 31, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Rate of interest					0.0325%
Fair value of warrants			$ 5,877
Debt issuance costs			1,053
Debt exit payments			1,053
Third party debt issuance costs			801
Restricted cash			7,500
JGB warrants
Debt Instrument [Line Items]
Shares represented by warrants		5,000,000
Warrants term		5 years
Exercise price		$ 1.275		$ 1
Fair value of warrants		$ 4,561
Omnia Warrants
Debt Instrument [Line Items]
Shares represented by warrants		675,000
Warrants term		7 years
Exercise price		$ 0.855		$ 2
Fair value of warrants		$ 1,316
Senior secured debentures
Debt Instrument [Line Items]
Principal balance		$ 21,053	$ 21,053
Rate of interest		7%
Exit payment		$ 1,053
Original issue discount (as a percent)		5%	5%
Redemption price (as a percent)		5%	5%
Senior secured debentures | Company's option, any time after March 3, 2024
Debt Instrument [Line Items]
Redemption price (as a percent)		3%
Senior secured debentures | Holders option, commencing on March 3, 2024
Debt Instrument [Line Items]
Redemption price (as a percent)		2%
Senior secured debentures | JGB warrants
Debt Instrument [Line Items]
Shares represented by warrants		5,000,000
Exercise price		$ 1.275
Fair value of warrants		$ 4,561
Debt issuance costs		139
Subordinated note
Debt Instrument [Line Items]
Principal balance		2,865	$ 2,865
Accrued PIK interest		365
Subordinated note | Omnia Warrants
Debt Instrument [Line Items]
PIK Interest rate	26.50%
Shares represented by warrants	675,000
Warrants term	7 years
Exercise price	$ 0.855
Fair value of warrants		1,316
October note
Debt Instrument [Line Items]
Principal balance		$ 1,000
Rate of interest		12%
January note
Debt Instrument [Line Items]
Principal balance		$ 1,500
Rate of interest		12%

DEBT - Long-term debt (Details)

DEBT - Long-term debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 03, 2023
Debt Instrument [Line Items]
Unamortized discount on loan and deferred debt issuance costs	$ (8,613)	$ (8,784)
Total	16,417
Total long-term debt	16,417
Senior Secured Credit Facility
Debt Instrument [Line Items]
Total debt	22,105
Subordinated Note
Debt Instrument [Line Items]
Total debt	$ 2,925

DEBT - Contractual maturities (

DEBT - Contractual maturities (Details) - Senior Secured Credit Facility $ in Thousands	Mar. 31, 2023 USD ($)
Future minimum principal payments
2024	$ 2,925
2026	$ 22,105

DEBT - Unamortized discount and

DEBT - Unamortized discount and deferred debt issuance costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
DEBT
Amortization during the period	$ 171
Unamortized discount and deferred debt issuance costs, at the end	$ (8,613)

NOTES AND LOANS PAYABLE (Detail

NOTES AND LOANS PAYABLE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022
NOTES PAYABLE
Finite-Lived Intangible Assets, Gross	$ 16,366,000				$ 16,189,000
Directors And Officers insurance, policy term		1 year	1 year
Annual premium			$ 2,394,000
Premium paid		$ 90,000	400,000
Proceeds from Notes Payable		$ 168,000	$ 1,994,000
Debt Instrument, Term			10 months
Rate of interest			0.0325%
Repayments of notes payable	3,512,000			$ 596,000
Notes and loans payable	154,000				3,001,000
Insurance loans payable	184,000				780,000
Vehicle loans	130,000				128,000
Total current notes and loans payable	314,000				908,000
Bridge loan					2,814,000
Vehicle loans	154,000				187,000
Total long-term notes and loans payable	154,000				$ 3,001,000
Vehicle loans | Minimum
NOTES PAYABLE
Periodic payment	$ 800
Rate of interest	0%
Vehicle loans | Maximum
NOTES PAYABLE
Periodic payment	$ 2,100
Rate of interest	11%

NOTES AND LOANS PAYABLE - Futur

NOTES AND LOANS PAYABLE - Future principal payments (Details) $ in Thousands	Mar. 31, 2023 USD ($)
NOTES & LOANS PAYABLE
Total	$ 16,417
Notes and loans payable
NOTES & LOANS PAYABLE
Remainder of 2023	271
2024	131
2025	59
2026	7
Total	$ 468

OTHER OPERATING EXPENSES, NET -

OTHER OPERATING EXPENSES, NET - Components (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OTHER OPERATING (INCOME) EXPENSES, NET
Professional services and supplies	$ 68
Total Grass Valley fire expenses	68
Acquisition costs	68	$ 52
Needlerock Farms settlement	747
Loss on change in warrant liability	139
Loss on change in contingent consideration	22
(Gain) loss on sale or disposal of property, plant and equipment	(146)
Total other operating expenses, net	$ 898	$ 52

CAPITAL RAISE AND WARRANT ACT_2

CAPITAL RAISE AND WARRANT ACTIVITY - Capital raise (Details) - Private placement $ / shares in Units, $ in Thousands	Jul. 21, 2022 USD ($) $ / shares shares
CAPITAL RAISE AND WARRANT ACTIVITY
Stock issued in connection with capital raise | $	$ 35,000
Stock issued in connection with capital raise (in shares) | shares	17,073,175
Shares issue price | $ / shares	$ 2.05
Net proceeds from direct offering | $	$ 32,484
Exercise price | $ / shares	$ 2.05
Maximum
CAPITAL RAISE AND WARRANT ACTIVITY
Shares represented by warrants | shares	17,073,175

CAPITAL RAISE AND WARRANT ACT_3

CAPITAL RAISE AND WARRANT ACTIVITY - Warrants and ATM Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 03, 2023	Mar. 31, 2023	Jan. 31, 2023
Class of Warrant or Right [Line Items]
Fair value of warrants		$ 5,877
JGB warrants
Class of Warrant or Right [Line Items]
Shares represented by warrants	5,000,000
Exercise price	$ 1.275		$ 1
Warrants term	5 years
Premium percentage	50%
Fair value of warrants	$ 4,561
Warrants issuance costs	$ 139
Omnia Warrants
Class of Warrant or Right [Line Items]
Shares represented by warrants	675,000
Exercise price	$ 0.855		$ 2
Warrants term	7 years
Fair value of warrants	$ 1,316
ATM Offering
Class of Warrant or Right [Line Items]
Authorized amount		50,000
Available capacity		$ 50,000
Percentage of sales commission		3%

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Licenses (Details) - USD ($) $ in Thousands				3 Months Ended
	Aug. 19, 2022	Mar. 30, 2022	Mar. 11, 2022	Mar. 31, 2023
Future Commitments
2023				$ 3,915
2024				3,579
2025				1,774
2026				1,602
2027 & After				3,228
Contractual Obligation, Total				14,098
Research Agreement | KeyGene
Future Commitments
2023				1,955
2024				2,057
2025				1,589
2026				1,302
2027 & After				328
Contractual Obligation, Total				$ 7,231
Agreement Term		3 years		5 years
Agreement extension period				2 years
Aggregate cost over initial term		$ 1,830
Research Agreement | North Carolina State University
Future Commitments
2023				$ 99
Contractual Obligation, Total				99
Agreement Term	1 year
Research Agreement | Cannametrix [Member]
Future Commitments
2023				667
2024				666
Contractual Obligation, Total				1,333
Agreement Term			3 years
Aggregate cost over initial term			$ 2,000
License Agreement | Minimum Annual Royalty 1
Future Commitments
2024				100
2025				100
2026				100
2027 & After				1,000
Contractual Obligation, Total				1,300
License Agreement | Cannametrix [Member]
Future Commitments
2025				75
2026				100
2027 & After				1,900
Contractual Obligation, Total				2,075
Sublicense Agreement With Anandia
Future Commitments
2023				10
2024				10
2025				10
2026				100
Contractual Obligation, Total				130
Growing Agreements
Future Commitments
2023				52
Contractual Obligation, Total				52
Consulting Agreements
Future Commitments
2023				1,132
2024				746
Contractual Obligation, Total				$ 1,878

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - MRTP, litigation (Details) $ in Thousands	Mar. 21, 2023 USD ($)	Nov. 19, 2019 item
COMMITMENTS AND CONTINGENCIES
Number of counts | item		3
Damages sought, Value | $	$ 3,000

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES - Needle Rock Farms (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Other Commitments [Line Items]
Litigation settlement	$ 747
Needle Rock Farms
Other Commitments [Line Items]
Cash agreed to pay	250
Net book value	272
Accrued additional payment	$ 225
Contingent payment period	1 year
Litigation settlement	$ 747

EQUITY BASED COMPENSATION (Deta

EQUITY BASED COMPENSATION (Details) - USD ($) $ in Thousands	May 20, 2021	Mar. 31, 2023
EQUITY BASED COMPENSATION
Unrecognized compensation expense		$ 190
2021 Plan
EQUITY BASED COMPENSATION
Additional shares authorized during the period	5,000,000
Plan term	10 years
Number of shares remaining for future awards		203,691

EQUITY BASED COMPENSATION - Com

EQUITY BASED COMPENSATION - Compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
EQUITY BASED COMPENSATION
Equity-based employee compensation expense	$ 1,175	$ 1,213
Sales, general, and administrative
EQUITY BASED COMPENSATION
Equity-based employee compensation expense	1,124	1,171
Research and development
EQUITY BASED COMPENSATION
Equity-based employee compensation expense	$ 51	$ 42

EQUITY BASED COMPENSATION - RSU

EQUITY BASED COMPENSATION - RSUs (Details) - Restricted Stock Units $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
RSUs, Number of shares
Nonvested, Number, Beginning Balance | shares	4,033
RSUs granted, number | shares	4,392
RSUs vested, number | shares	(1,828)
RSUs forfeited, number | shares	(28)
Nonvested, Number, Ending Balance | shares	6,569
RSUs, Weighted average grant-date fair value
Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 2.13
RSUs granted, Weighted average grant-date fair value | $ / shares	0.83
RSUs vested, grant-date fair value | $ / shares	2.08
RSUs forfeited, grant-date fair value | $ / shares	2.42
Nonvested, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 1.27
Fair value of RSUs that vested during the period | $	$ 1,590
Unrecognized compensation, RSUs | $	$ 6,975
Unrecognized compensation, period for recognition	1 year 8 months 12 days
Share based payment arrangement, Non vested award cost not yet recognized | $	$ 1,114

EQUITY BASED COMPENSATION - Sto

EQUITY BASED COMPENSATION - Stock option activity (Details) - Employee Stock Option shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of Options
Options, number, Beginning of Period | shares	4,912
Options expired, number | shares	(103)
Options forfeited, number | shares	(3)
Options, number, End of Period | shares	4,806
Options exercisable, number, End of Period | shares	4,706
Options, Weighted Average Exercise Price
Options, Beginning of Period, weighted average exercise price | $ / shares	$ 1.65
Options expired, weighted average exercise price | $ / shares	2.76
Options forfeited, weighted average exercise price | $ / shares	2.76
Options, End of Period, weighted average exercise price | $ / shares	1.65
Options exercisable, End of Period, weighted average exercise price | $ / shares	$ 1.63
Weighted Average Remaining Contractual Term
Options, End of Period, weighted average remaining contractual term	2 years 1 month 6 days
Options exercisable, End of Period, weighted average remaining contractual term	2 years

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
EARNINGS PER SHARE
Net loss	$ (18,182)	$ (8,918)
Weighted average common shares outstanding - basic	215,784	163,157
Weighted average common shares outstanding - diluted	215,784	163,157
Net loss per common share - basic	$ (0.08)	$ (0.05)
Net loss per common share - diluted	$ (0.08)	$ (0.05)
Effect of dilutive securities:
Anti-dilutive shares	34,123	9,208
Warrants
Effect of dilutive securities:
Anti-dilutive shares	22,748
Options
Effect of dilutive securities:
Anti-dilutive shares	4,806	5,171
Restricted Stock Units
Effect of dilutive securities:
Anti-dilutive shares	6,569	4,037

ACCUMULATED OTHER COMPREHENSI_3

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Pre-tax amount
Foreign currency translation	$ (4)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning	(111)
Balance at end	(41)
Accumulated Other Comprehensive Income [Member]
Pre-tax amount
Balance at beginning	(111)	$ (162)
Unrealized gain (loss) on short-term investment securities	61	(400)
Foreign currency translation	(4)
Reclassification of realized losses to net loss	13
Balance at end	(41)	(562)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning	(111)	(162)
Unrealized gain (loss) on short-term investment securities	61	(400)
Foreign currency translation	(4)
Reclassification of realized losses to net loss	13
Balance at end	(41)	(562)
Corporate securities/investments
Pre-tax amount
Balance at beginning	(112)	(162)
Unrealized gain (loss) on short-term investment securities	61	(400)
Reclassification of realized losses to net loss	13
Balance at end	(38)	$ (562)
Foreign translation adjustment
Pre-tax amount
Balance at beginning	1
Foreign currency translation	(4)
Balance at end	$ (3)

REVENUE RECOGNITION (Details)

REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
REVENUE RECOGNITION
Allowance amount for discounts or returns and allowances	$ 0		$ 0
Excise taxes	2,695	$ 2,719
Unbilled receivables	1,549		354
Deferred income	(257)		(831)
Net contract assets (liabilities)	1,292		$ (477)
Total Revenue, net	21,962	9,045
Revenue recorded in contract asset	$ 802	$ 119
Maximum
REVENUE RECOGNITION
Payment period	30 days
Tobacco
REVENUE RECOGNITION
Revenue Recognized Over Time, Percent	66%	74%
Total Revenue, net	$ 8,927	$ 9,045
Hemp/Cannabis
REVENUE RECOGNITION
Revenue Recognized Over Time, Percent	0%	0%
Total Revenue, net	$ 13,035

REVENUE RECOGNITION - Concentra

REVENUE RECOGNITION - Concentration of risk (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Customer A | Tobacco
Concentration Risk [Line Items]
Concentration Risk, Percentage	36.15%	21.69%
Customer B | Tobacco
Concentration Risk [Line Items]
Concentration Risk, Percentage		10.98%
Customer C | Tobacco
Concentration Risk [Line Items]
Concentration Risk, Percentage	27.05%	26.66%
Customer D | Tobacco
Concentration Risk [Line Items]
Concentration Risk, Percentage	18.51%	32.85%
Customer E | Hemp/Cannabis
Concentration Risk [Line Items]
Concentration Risk, Percentage	17.75%
Customer F | Hemp/Cannabis
Concentration Risk [Line Items]
Concentration Risk, Percentage	10.29%
All other customers | Tobacco
Concentration Risk [Line Items]
Concentration Risk, Percentage	18.29%	7.82%
All other customers | Hemp/Cannabis
Concentration Risk [Line Items]
Concentration Risk, Percentage	71.96%

SEGMENT AND GEOGRAPHIC INFORM_3

SEGMENT AND GEOGRAPHIC INFORMATION - Revenues (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)
Revenue from External Customer [Line Items]
Total Revenue, net	$ 21,962	$ 9,045
Number of reportable segments | segment	2
Tobacco [Member]
Revenue from External Customer [Line Items]
Total Revenue, net	$ 8,927	$ 9,045
Hemp or Cannabis [Member]
Revenue from External Customer [Line Items]
Total Revenue, net	$ 13,035

SEGMENT AND GEOGRAPHIC INFORM_4

SEGMENT AND GEOGRAPHIC INFORMATION - Income from continuing operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue from External Customer [Line Items]
Operating loss	$ (17,823)	$ (8,146)
Unallocated other expense, net	(359)	(772)
Loss before income taxes	(18,182)	(8,918)
Pre-tax charges and other expenses related to Grass Valley facility, fire incident	68
Operating Segments [Member]
Revenue from External Customer [Line Items]
Operating loss	9,069	1,789
Unallocated operating member
Revenue from External Customer [Line Items]
Operating loss	8,754	6,357
Unallocated other expense, net	359	772
Tobacco [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Operating loss	2,904	959
Hemp or Cannabis [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Operating loss	$ 6,165	$ 830

SEGMENT AND GEOGRAPHIC INFORM_5

SEGMENT AND GEOGRAPHIC INFORMATION - Total assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Revenue from External Customer [Line Items]
Total assets	$ 124,138	$ 114,651
Operating Segments [Member]
Revenue from External Customer [Line Items]
Total assets	87,069	81,713
Unallocated operating member
Revenue from External Customer [Line Items]
Total assets	37,069	32,938
Tobacco [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Total assets	20,459	15,748
Hemp or Cannabis [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Total assets	$ 66,610	$ 65,965

SEGMENT AND GEOGRAPHIC INFORM_6

SEGMENT AND GEOGRAPHIC INFORMATION - Capital expenditure (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue from External Customer [Line Items]
Total capital expenditures	$ 1,910	$ 258
Operating Segments [Member]
Revenue from External Customer [Line Items]
Total capital expenditures	1,718	162
Unallocated operating member
Revenue from External Customer [Line Items]
Total capital expenditures	192	96
Tobacco [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Total capital expenditures	277	$ 162
Hemp or Cannabis [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Total capital expenditures	$ 1,441

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event	Apr. 04, 2023 shares
SUBSEQUENT EVENTS
Term of contract	3 years
Renewal term	3 years
Shares issued subject to lock up	5,000,000