22nd Century (XXII) 10-K28 Mar 242023 FY Annual reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Mar. 25, 2024	Jun. 30, 2023
Document and Entity Information
Document Type	10-K
Document Period End Date	Dec. 31, 2023
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-36338
Entity Registrant Name	22nd Century Group, Inc.
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
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	321 Farmington Road
Entity Address, City or Town	Mocksville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27028
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 84
Entity Common Stock, Shares Outstanding		55,722,442
Auditor Name	Freed Maxick, CPAs, P.C.
Auditor Firm ID	317
Auditor Location	Buffalo, New York

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,058	$ 2,205
Short-term investment securities		18,193
Accounts receivable, net	1,671	1,363
Inventories	4,346	7,270
Insurance recoveries	3,768
GVB promissory note	2,000
Prepaid expenses and other current assets	1,180	1,928
Current assets of discontinued operations held for sale	1,254	13,646
Total current assets	16,277	44,605
Property, plant and equipment, net	3,393	3,692
Operating lease right-of-use assets, net	1,894	943
Intangible assets, net	5,924	7,212
Other assets	15	3,417
Noncurrent assets of discontinued operations held for sale		54,782
Total assets	27,503	114,651
Current liabilities:
Notes and loans payable - current	543	689
Current portion of long-term debt	5,848
Operating lease obligations	231	252
Accounts payable	4,445	2,051
Accrued expenses	1,322	766
Accrued litigation	3,768
Accrued payroll	883	2,662
Accrued excise taxes and fees	2,234	1,423
Deferred income	726	688
Other current liabilities	1,849	349
Current liabilities of discontinued operations held for sale	3,185	4,138
Total current liabilities	25,034	13,018
Long-term liabilities:
Operating lease obligations	1,698	711
Long-term debt	8,058
Other long-term liabilities	1,123	344
Noncurrent liabilities of discontinued operations held for sale		4,603
Total liabilities	35,914	18,676
Commitments and contingencies (Note 12)
Shareholders' equity (deficit)
Preferred stock, $.00001 par value, 10,000,000 shares authorized
Capital in excess of par value	370,297	333,900
Accumulated other comprehensive loss		(111)
Accumulated deficit	(378,707)	(237,814)
Total shareholders' equity (deficit)	(8,410)	95,975
Total liabilities and shareholders' equity (deficit)	$ 27,503	$ 114,651

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	66,666,667	66,666,667
Common stock, shares issued	43,525,862	14,349,275
Common stock, shares outstanding	43,525,862	14,349,275

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue:
Revenues, net	$ 32,204	$ 40,501
Cost of goods sold (exclusive of depreciation shown separately below):
Cost of goods sold	40,900	38,654
Gross (loss) profit	(8,696)	1,847
Operating expenses:
Sales, general and administrative	31,064	32,231
Research and development	2,644	3,578
Other operating expense (income), net	2,527	(327)
Total operating expenses	36,235	35,482
Operating loss from continuing operations	(44,931)	(33,635)
Other income (expense):
Realized loss on Panacea investment		(2,789)
Other income (expense), net	334	(366)
Loss on transfer of promissory note	(895)
Interest income, net	219	313
Interest expense	(9,366)	(55)
Total other expense	(9,708)	(2,897)
Loss from continuing operations before income taxes	(54,639)	(36,532)
Provision for income taxes	47	21
Net loss from continuing operations	(54,686)	(36,553)
Discontinued operations:
Loss from discontinued operations before income taxes	(85,634)	(23,703)
Provision (benefit) for income taxes	455	(455)
Net loss from discontinued operations	(86,089)	(23,248)
Net loss	(140,775)	(59,801)
Deemed dividends	(9,992)
Net loss available to common shareholders	$ (150,767)	$ (59,801)
Basic loss per common share from continuing operations (in dollars per share)	$ (2.64)	$ (2.84)
Diluted loss per common share from continuing operations (in dollars per share)	(2.64)	(2.84)
Basic loss per common share from discontinued operations (in dollars per share)	(4.16)	(1.81)
Diluted loss per common share from discontinued operations (in dollars per share)	(4.16)	(1.81)
Earnings Per Share, Deemed Dividends, Basic (in dollars per share)	(0.48)
Earnings Per Share, Deemed Dividends, Diluted (in dollars per share)	(0.48)
Basic loss per common share (in dollars per share)	(7.28)	(4.65)
Diluted loss per common share (in dollars per share)	$ (7.28)	$ (4.65)
Weighted average common shares outstanding - basic (in shares)	20,711	12,856
Weighted average common shares outstanding - diluted (in shares)	20,711	12,856
Other comprehensive income:
Unrealized gain (loss) on short-term investment securities	$ 71	$ (316)
Foreign currency translation	(1)	1
Reclassification of realized losses to net loss	41	366
Other comprehensive income	111	51
Comprehensive loss	$ (140,664)	$ (59,750)

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Common Shares Outstanding ATM	Common Shares Outstanding	Capital in Excess of Par Value ATM	Capital in Excess of Par Value	Other Comprehensive Income (Loss)	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment [Member]	Accumulated Deficit	Cumulative Effect, Period of Adoption, Adjustment [Member]	ATM	Total
Beginning balance at Dec. 31, 2021				$ 244,249	$ (162)		$ (178,013)			$ 66,074
Beginning balance (in shares) at Dec. 31, 2021		10,858,237
Stock issued in connection with option exercises				174						$ 174
Stock issued in connection with option exercises (in shares)		10,001								10,000
Stock issued in connection with RSU vesting, net of shares withheld for taxes				(149)						$ (149)
Stock issued in connection with RSU vesting, net of shares withheld for taxes (in shares)		149,482
Stock issued in connection with acquisition				51,653						51,653
Stock issued in connection with acquisition (in shares)		2,193,334
Stock issued in connection with capital raise				32,484						32,484
Stock issued in connection with capital raise (in shares)		1,138,221
Equity-based compensation				5,489						5,489
Other comprehensive income					51					51
Net loss							(59,801)			(59,801)
Ending balance at Dec. 31, 2022				333,900	(111)		(237,814)			95,975
Ending balance (in shares) at Dec. 31, 2022		14,349,275
Stock issued in connection with RSU vesting, net of shares withheld for taxes				(419)						(419)
Stock issued in connection with RSU vesting, net of shares withheld for taxes (in shares)		114,786
Stock issued in connection with acquisition				503						503
Stock issued in connection with acquisition (in shares)		31,056
Stock issued in connection with capital raise			$ 2,563	22,880					$ 2,563	22,880
Stock issued in connection with capital raise (in shares)	284,343	13,499,827							284
Stock issued in connection with licensing arrangement				3,570						3,570
Stock issued in connection with licensing arrangement (in shares)		333,334
Equity detachable warrants				1,577						1,577
Fractional shares issued for reverse stock split		66,035
Equity-based compensation				2,679						2,679
Other comprehensive income					$ 111					111
Net loss							(140,775)			(140,775)
Stock issued in connection with warrant exercises				3,044						3,044
Stock issued in connection with warrant exercises (in shares)		14,847,206
Ending balance at Dec. 31, 2023				$ 370,297		$ (118)	$ (378,707)	$ (118)		$ (8,410)
Ending balance (in shares) at Dec. 31, 2023		43,525,862

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Stock issuance costs	$ 2,279	$ 2,516
Stock issuance cost of warrant exercises	292
ATM
Stock issuance costs	$ 178

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (140,775)	$ (59,801)
Adjustments to reconcile net loss to cash used in operating activities:
Impairment of long-lived assets	3,297	1,488
Amortization and depreciation	3,951	2,858
Amortization of right-of-use asset	908	733
Amortization of inventory step-up		978
Unrealized loss on investment		5
GVB fire write-offs		4,549
Other non-cash (gains) and losses	(15)	563
Provision for credit losses	1,024	770
(Gain) loss on the sale of machinery and equipment	73	(368)
Realized loss (gain) on Panacea investment		2,789
Inventory write-off		237
Debt related charges included in interest expense	8,006
Equity-based employee compensation expense	2,679	5,489
Gain on change of contingent consideration	(1,138)
Change in fair value of warrant liabilities	(364)
Change in fair value of derivative liability	557
Loss on disposal of discontinued operations	58,521
Loss on transfer of promissory note	895
Deferred income taxes	434	(434)
Increase in inventory reserves	8,695
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	(18)	(2,881)
Inventory	(5,925)	(8,789)
Prepaid expenses and other assets	451	(920)
Accounts payable	4,752	416
Accrued expenses	681	(582)
Accrued payroll	(2,153)	748
Accrued excise taxes and fees	811	153
Other liabilities	(334)	285
Net cash used in operating activities	(54,987)	(51,714)
Cash flows from investing activities:
Acquisition of patents, trademarks, and licenses	(961)	(772)
Acquisition of property, plant and equipment	(4,656)	(3,657)
Proceeds from the sale of property, plant and equipment	283	409
Acquisition, net of cash acquired	(254)	(1,297)
Proceeds from sale of discontinued operations	665
Investment in Change Agronomy Ltd.		(682)
Property, plant and equipment insurance proceeds	3,500
Sales and maturities of short-term investment securities	21,714	101,990
Purchase of short-term investment securities	(3,475)	(73,413)
Net cash provided by investing activities	16,816	22,578
Cash flows from financing activities:
Payments on notes payable	(5,581)	(3,822)
Proceeds from issuance of notes payable	2,360	2,162
Other financing activities		(29)
Payments of long-term debt	(9,700)
Proceeds from issuance of long-term debt	16,849
Payment of debt issuance costs	(801)
Proceeds from issuance of detachable warrants	6,016
Net proceeds from option exercise		174
Net proceeds from warrant exercise	3,044
Taxes paid related to net share settlement of RSUs	(420)	(149)
Net cash provided by financing activities	37,209	30,820
Net (decrease) increase in cash and cash equivalents	(962)	1,684
Cash and cash equivalents - beginning of period	3,020	1,336
Cash and cash equivalents - end of period	2,058	3,020
Net cash paid for:
Cash paid during the period for interest	1,313	34
Cash paid during the period for income taxes	40	14
Non-cash transactions:
Capital expenditures incurred but not yet paid	118	$ 94
Right-of-use assets and corresponding operating lease obligations	5,166
Non-cash assignment of PLSH Promissory Note	2,600
Insurance/litigation gross up	3,768
Non-cash proceeds from sale of discontinued operations	2,000
Deemed dividends	9,801
Stock issued in connection with acquisition		51,653
Non-cash consideration RXP acquisition	1,641
Non-cash licensing arrangement	3,500
ATM
Cash flows from financing activities:
Proceeds from issuance of common stock	2,741
Payment of common stock issuance costs	(178)
Registered Direct Offering
Cash flows from financing activities:
Proceeds from issuance of common stock	25,158	$ 35,000
Payment of common stock issuance costs	$ (2,279)	$ (2,516)

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1. – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 22nd Century Group, Inc. (together with its consolidated subsidiaries, “22 nd a tobacco products company with sales and distribution of the Company’s own proprietary new reduced nicotine tobacco products authorized as Modified Risk Tobacco Products by the FDA. Additionally, the Company provides contract manufacturing services for conventional combustible tobacco products for third-party brands. Basis of Presentation and Principles of Consolidation nd Century Group and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. As described in Note 2, on December 22, 2023, the Company divested substantially all of the assets of GVB Biopharma’s (“GVB”) business within its former hemp/cannabis segment. As a result of the divestiture of GVB and strategic shift away from hemp/cannabis, the Company has realigned its corporate and management reporting structure to focus solely on its tobacco business. As a result, during the fourth quarter of 2023, the Company reorganized its business to become a single reportable segment: (1) tobacco. The results of operations of the former hemp/cannabis segment are reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss for all periods presented and the related assets and liabilities associated with the discontinued operations are classified as held for sale in the Consolidated Balance Sheets as of December 31, 2023, and 2022, respectively. The Consolidated Statements of Cash Flows includes cash flows related to the discontinued operations due to 22 nd Use of Estimates Liquidity and Capital Resources The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue and profit in its tobacco business. The Company had negative cash flow from operations of $54,987 and $51,714 for the years ended December 31, 2023 and 2022, respectively, and an accumulated deficit of $378,707 and $237,814 as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, the Company had cash and cash equivalents of $2,058 . Subsequent to December 31, 2023, the Company completed a warrant inducement offering with gross proceeds to the Company of approximately $2,421 , before deducting the placement agent fees of $165 (see Note 21 “Subsequent Events”). Given the Company’s projected operating requirements and its existing cash and cash equivalents, there is substantial doubt about the Company’s ability to continue as a going concern through one year following the date that the Consolidated Financial Statements are issued. In response to these conditions, management is currently evaluating different strategies for reducing expenses, as well as pursuing financing strategies which include raising additional funds through the issuance of securities, asset sales, and through arrangements with strategic partners. If capital is not available to the Company when, and in the amounts needed, it could be required to liquidate inventory or assets, cease or curtail operations, or seek protection under applicable bankruptcy laws or similar state proceedings. There can be no assurance that the Company will be able to raise the capital it needs to continue operations. Management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern through one year following the date that the Consolidated Financial Statements are issued. The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Other Significant Risks and Uncertainties - Reverse Stock Split – 1-for-15 Preferred stock authorized Concentration of Credit Risk Cash and cash equivalents – Short-term investment securities twenty-four Trade Accounts Receivable and Provision for Current Expected Credit Losses – Inventories Property, plant and equipment – Classification Estimated Useful Lives Leasehold improvements shorter of 20 years or lease term Manufacturing equipment 5 Office furniture, fixtures and equipment 3 Acquisitions - Discontinued Operations - The assets and liabilities of a discontinued operation held for sale, other than goodwill, are measured at the lower of carrying amount or fair value less cost to sell. The Company allocates interest to discontinued operations if the interest is directly attributable to the discontinued operations or is interest on debt that is required to be repaid as a result of the disposal transaction. Contingent Consideration - Goodwill - Intangible Assets The Company believes that costs associated with becoming a signatory to the master settlement agreement “MSA”, costs related to the acquisition of a predicate cigarette brand, and tobacco brand related trademarks have indefinite lives. At each reporting period, the Company evaluates whether the nature and use of the asset continue to support the indefinite-lived classification. Impairment of Long-Lived Assets Property, plant, and equipment Intangibles, Goodwill, and Other Definite lived intangible assets subject to amortization are reviewed for strategic importance and commercialization opportunity prior to expiration. If it is determined that the asset no longer supports the Company’s strategic objectives and/or will not be commercially viable prior to expiration, the asset is impaired. In addition, the Company will assess the expected future undiscounted cash flows for its intellectual property based on consideration of future market and economic conditions, competition, federal and state regulations, and licensing opportunities. If the carrying value of such assets are not recoverable, the carrying value will be reduced to fair value and the difference is recorded as impairment. Indefinite-lived intangible asset carrying values are reviewed at least annually or more frequently if events or changes in circumstances indicate that it is more likely than not that an impairment exists. The Company first performs a qualitative assessment and considers its current strategic objectives, future market and economic conditions, competition, and federal and state regulations to determine if an impairment is more likely than not. If it is determined that an impairment is more likely than not, a quantitative assessment is performed to compare the asset carrying value to fair value. Leases Any operating lease having a lease term greater than twelve months will be recognized on the Consolidated Balance Sheets as a right-of-use (ROU) asset with an associated lease obligation—all other leases are considered short-term in nature and will be expensed on a month-to-month basis. The ROU assets and lease obligations are recognized as of the commencement date at the net present value of the fixed minimum lease payments for the lease term. The lease term is determined based on the contractual conditions, including whether renewal options are reasonably certain to be exercised. The discount rate used is the interest rate implicit in the lease, if available, or the Company’s incremental borrowing rate which is determined using a base line rate plus an applicable spread. Refer to Note 6 “Right-of-use Assets, Lease Obligations, and Other Leases” for additional information. Fair Value of Financial Instruments – Fair Value Measurements and Disclosures ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and ● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset’s or a financial liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company estimates that the carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, contract assets, promissory note receivable, accounts payable and accrued expenses, and notes and loans payable approximate their fair value due to the short-term nature of these items. Note 9 “Fair Value Measurements” contains additional information on assets and liabilities recorded at fair value in the Consolidated Financial Statements. 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. Changes in subsequent measurement fair value are recorded in Other income (expense), net of the Company’s Consolidated Statements of Operations and Comprehensive Loss. 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 9 “Fair Value Measurements” and Note 10 “Capital Raise and Warrants for Common Stock”. Deemed dividends associated with anti-dilution or down round provisions (commonly referred to as “ratchets”) represent the economic transfer of value to holders of equity-classified freestanding financial instruments when these provisions are triggered. These deemed dividends are presented as a reduction in net income or an increase in net loss available to common stockholders and a corresponding increase to additional paid-in-capital resulting in no change to stockholders’ equity/deficit. The incremental value of modifications to warrants as a result of the trigger of down round provisions in connection with equity financings was $3,029, the incremental value of replacement warrants was $6,596, and the incremental value of modifications to warrants as a result of the trigger of anti-dilution provisions of the JGB warrants was $367. Such amounts were determined using Monte-Carlo valuation models and are recorded as Deemed dividends for the year ended December 31, 2023 on the Consolidated Statement of Operations and Comprehensive Loss. Debt Issued with Detachable Warrants - Debt “Warrants” Interest Embedded Derivatives - Debt Issuance Costs and Discounts - Transfers of Financial Assets – The Company accounts for transfers of financial assets as sales when it has surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred. Gains and losses resulting from transfers reported as sales are included as a component of Other income (expense) in the Consolidated Statement of Operations and Comprehensive Loss. Gain/Loss on Debt Extinguishment – Gain or loss Gains and losses on debt extinguishment are included as a component of Interest expense in the Consolidated Statement of Operations and Comprehensive Loss. Revenue Recognition Research and Development Stock Based Compensation Income Taxes As a result of the Company’s history of cumulative net operating losses and the uncertainty of their future utilization, the Company has established a valuation allowance to fully offset its net deferred tax assets as of December 31, 2023, and December 31, 2022. The Company’s federal and state tax returns for the years ended December 31, 2020 through December 31, 2022 are currently open to audit under the statutes of limitations. There are no pending audits as of December 31, 2023. Loss Per Common Share Gain and Loss Contingencies 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, Gain Contingencies. Refer to Note 12 “Commitments and Contingencies”. Severance charges - From time to time, the Company evaluates its resources and optimizes its business plan to align to changing needs of executing on its strategy. These actions may result in voluntary or involuntary employee termination benefits. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. The following table summarizes the change in accrued liabilities, presented within Other current liabilities and Other long-term liabilities Consolidated Balance Sheets: Balance at January 1, 2022 $ 238 Accruals 692 Cash payments (296) Balance at December 31, 2022 634 Accruals 790 Reversal from settlement (168) Cash payments (870) Balance at December 31, 2023 $ 386 December 31, December 31, 2023 2022 Current $ 386 $ 349 Noncurrent — 285 Total severance liability $ 386 $ 634 Year Ended December 31, 2023 2022 Sales, general, and administrative $ 401 $ 692 Other operating expense, net 221 — Total severance charges $ 622 $ 692 Recent Accounting Pronouncement(s) – The Company adopted ASU 2016-13, or ASC 326 Financial Instruments-Credit Losses Accounting Guidance Not Yet Elected or Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures . The ASU enhances disclosure of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, and permits more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in years beginning after December 15, 2023, and interim periods within years beginning after December 15, 2024. Early adoption of the ASU is permitted, including adoption in any interim period for which financial statements have not been issued. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to Income Tax Disclosures. The ASU requires additional quantitative and qualitative income tax disclosures to allow readers of the consolidated financial statements to assess how the Company’s operations, related tax risks and tax planning affect its tax rate and prospects for future cash flows. For public business entities, the ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements. 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.

DISCONTINUED OPERATIONS AND DIV

DISCONTINUED OPERATIONS AND DIVESTITURES	12 Months Ended
DISCONTINUED OPERATIONS AND DIVESTITURES	Dec. 31, 2023
DISCONTINUED OPERATIONS AND DIVESTITURES
SCONTINUED OPERATIONS AND DIVESTITURES	NOTE 2. – DISCONTINUED OPERATIONS AND DIVESTITURES Provision for Impairment of GVB Hemp/Cannabis Business During the third quarter of 2023, the Company identified certain events and circumstances that could potentially be an impairment triggering event for both the tobacco and hemp/cannabis reporting units in connection with (1) the announcement of initiating a process to evaluate strategic alternatives for the Company’s assets, and (2) announcement of cost cut initiatives intended to yield significant cash savings on an annual basis. The initiation of these two processes was in response to the sustained decline in the Company's market capitalization, operating losses and negative cash flows from operations, and current liquidity position, and is intended to monetize the value or more effectively expand the market reach of our products. Accordingly, the Company evaluated the impact on each of its reporting units to assess whether there was an impairment triggering event requiring it to perform a goodwill impairment test. The Company had no recorded goodwill in its tobacco reporting unit. For the hemp/cannabis reporting unit, as part of this impairment test, the Company considered certain qualitative factors, such as the Company’s performance, business forecasts, and strategic plans. It reviewed key assumptions, including projected cash flows and future revenues. After reviewing the qualitative assessment, the Company determined a quantitative assessment was required to be performed. Using the income approach, with the discount rate selected considering and capturing the related risk associated with the forecast, the Company compared the fair value of the reporting unit to carrying value. Based on the results, the carrying value of the hemp/cannabis reporting unit exceeded its fair value and the goodwill was determined to be impaired and $33,360, representing the full amount of goodwill recorded to the hemp/cannabis reporting unit, was written off as impaired during the quarter ended September 30, 2023. The impairment charge is the result of the Company's Step-1 goodwill impairment test for the former hemp/cannabis reporting unit, which reflected a decrease in the future expected cash flows related to bulk ingredient and CDMO+D product sales, along with increases in discount rates to reflect the uncertainty of future cash flows. Estimating the fair value of goodwill requires the use of estimates and significant judgments that are based on a number of factors, including unobservable level 3 inputs. These estimates and judgments may not be within the control of the Company and accordingly it is reasonably possible that the judgments and estimates could change in future periods. The Company also evaluated the recoverability of its hemp/cannabis segment other intangible assets, net and long-lived assets to determine whether any assets or asset groups were impaired. The Company determined that the carrying value of certain tradenames, patents and license intangible assets, net were greater than their fair value, as these intangible assets related to hemp/cannabis operations. Therefore, the Company recorded additional provision for impairment in the amount of $10,879, the Cookies license acquired in the second quarter of 2023 was written-off and fully impaired in the amount of $3,037, and a loss on equity investments of $682. Additionally, through a similar analysis, the Company recorded provision for impairment of $7,418 for property, plant and equipment and $5,038 for operating lease right-of-use assets related to manufacturing and lab facilities. The undiscounted cash flow analysis and fair value determination requires the use of estimates and significant judgments that are based on a number of factors, including unobservable level 3 inputs. For the year ended December 31, 2023, total impairment charges for other intangibles and long-lived assets is $25,189. Discontinued Operations and Divestiture of GVB Hemp/Cannabis Business On November 20, 2023, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Specialty Acquisition Corporation, a Nevada corporation (the “Buyer”) pursuant to which the Company agreed to sell substantially all of its equity interests in its GVB hemp/cannabis business (the “Purchased Interests”) for a purchase price of $2,250 (the “Purchase Price”). On December 22, 2023, the Company and the Buyer entered into an Amendment to Equity Purchase Agreement (the “GVB Amendment”) pursuant to which the Company and the Buyer increased the Purchase Price to $3,100 (the “New Purchase Price”) which consisted of (i) a cash payment of $1,100 to the Company’s senior lender, on behalf of and at the direction of the Company and (ii) a 12% secured promissory note issued by the Buyer to the Company’s senior lender, on behalf of and at the direction of the Company, in an aggregate principal amount of $2,000 (the “GVB Note”). Until repaid to the senior lender, the GVB Note is recorded as a current asset and corresponding amount is pledged as Current portion of long term debt on the Consolidated Balance Sheet as of December 31, 2023. The parties previously agreed that the Company would retain any insurance proceeds received in connection with the fire at the Grass Valley manufacturing facility, if any (the “Insurance Proceeds”) and up to the first $2,000 of the Insurance Proceeds would be used to offset the Buyer’s portion of certain shared liabilities. Pursuant to the terms of the GVB Amendment, the Buyer will be entitled to offset its portion of certain shared contingent liabilities up to $1,000; provided that, the Insurance Proceeds exceed $5,000. In connection with the closing of the transaction on December 22, 2023, but prior to any adjustments for Insurance Proceeds and certain shared liabilities, after selling expenses of $434, the Company recognized a loss on disposal of discontinued operations of $58,521 during the year ended December 31, 2023, which includes the third quarter impairment charges described above. For disposal transactions, a component of an entity that is anticipated to be sold in the future is reported in discontinued operations after it meets the criteria for held-for-sale classification, and if the disposition represents a strategic shift that has (or will have) a major effect on the entity's operations and financial results. The Company evaluated the quantitative and qualitative factors related to the expected sale of the GVB hemp/cannabis business and exit from the hemp/cannabis space, and concluded that it met the held-for-sale criteria and that all other conditions for discontinued operations presentation were not met until November 30, 2023. Property, plant and equipment are not depreciated, and intangibles assets are not amortized once classified as held-for-sale. As a result, the operating results of the hemp/cannabis disposal group have been classified as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss for all periods presented and the assets and liabilities of the hemp/cannabis disposal group have been classified as assets and liabilities of discontinued operations in the Consolidated Balance Sheets at December 31, 2023 and 2022, respectively. See additional information in Note 3, “Business Acquisitions” related to GVB And RXP, including the date of transactions and periods that operating results of the acquired business are included in the Consolidated Financial Statements. The assets and liabilities of a discontinued operation held for sale, other than goodwill, are measured at the lower of carrying amount or fair value less cost to sell. Following the provision for impairment charges recorded during the third quarter of 2023 as described above, the Company concluded the carrying value of assets and liabilities of the GVB hemp/cannabis business approximated fair value when deemed held for sale based on the purchase price consideration of $3,100. As of December 31, 2023, all assets and liabilities of the hemp/cannabis disposal group are presented as current in the Consolidated Balance Sheet as management believes the remaining disposal and exit from hemp/cannabis is deemed probable and will occur within one year. The carrying amounts of the hemp/cannabis disposal group assets and liabilities that were classified as assets and liabilities of discontinued operations held for sale were as follows: December 31, December 31, 2023 2022 Cash and cash equivalents $ — $ 815 Accounts receivable, net — 4,278 Inventories — 2,738 Insurance recoveries — 5,000 Prepaid expenses and other current assets 9 815 Property, plant and equipment, net - current 1,207 — Other current assets 38 — Current assets of discontinued operations held for sale $ 1,254 $ 13,646 Property, plant and equipment, net — 9,401 Operating lease right-of-use assets, net — 1,732 Goodwill — 33,160 Intangible assets, net — 9,641 Investments — 682 Other assets — 166 Noncurrent assets of discontinued operations held for sale $ — $ 54,782 Notes and loans payable - current $ 2 $ 219 Operating lease obligations 1,083 429 Accounts payable 2,013 2,117 Accrued expenses 79 662 Accrued payroll — 537 Deferred income 8 143 Other current liabilities — 31 Current liabilities of discontinued operations held for sale $ 3,185 $ 4,138 Notes and loans payable — 3,001 Operating lease obligations — 1,430 Other long-term liabilities — 172 Noncurrent liabilities of discontinued operations held for sale $ — $ 4,603 Net (liabilities) assets $ (1,931) $ 59,687 Net loss from discontinued operations for year ended December 31, 2023 and 2022 was as follows: Year Ended December 31, 2023 2022 Revenues, net $ 42,113 $ 21,610 Cost of goods sold 49,185 22,283 Gross loss (7,072) (673) Operating expenses: Sales, general and administrative 16,540 12,286 Research and development 3,010 2,983 Other operating expense, net (1) 118 7,529 Loss on disposal of discontinued operations 58,521 — Total operating expenses 78,189 22,798 Operating loss from discontinued operations (85,261) (23,471) Other income (expense): Other income, net 65 66 Interest expense (2) (438) (298) Total other expense (373) (232) Loss from discontinued operations before income taxes (85,634) (23,703) Provision (benefit) for income taxes 455 (455) Net loss from discontinued operations $ (86,089) $ (23,248) (1) The Company recorded $25,189 of impairment charges in Other operating expenses, net and recorded $33,360 of Goodwill impairment from discontinued operations during the three months ended September 30, 2023, which were reclassified to Loss on disposal of discontinued operations during the three months ended December 31, 2023. (2) The Company allocates interest to discontinued operations if the interest is directly attributable to the discontinued operations or is interest on debt that is required to be repaid as a result of the disposal transaction. Interest expense included in discontinued operations reflects an estimate of interest expense related to the $3,100 principal balance of debt that is required to be repaid with the proceeds from the sale of the GVB hemp/cannabis business. The components of discontinued operations “Other operating expenses, net” were as follows: Year Ended December 31, 2023 2022 Grass Valley fire: Fixed asset write-offs $ — $ 5,550 Inventory charges — 3,998 Lease obligations — 20 Professional services 407 36 Compensation & benefits — 195 Insurance recoveries — (5,000) Total Grass Valley fire 407 4,799 Severance 13 — Impairment of intangible assets — 1,453 Gain on change in contingent consideration (1,138) — Needlerock Farms settlement 769 — Impairment of inventory — 237 Gain on sale or disposal of property, plant and equipment (64) (6) Acquisition costs 131 1,046 Total other operating expenses, net $ 118 $ 7,529 Grass Valley fire In November 2022, there was a fire at our Grass Valley manufacturing facility in Oregon, which manufactures bulk ingredients, primarily CBD isolate and distillate. The Company has incurred continuous expenses throughout 2023 related to consulting, legal and demolition at this facility. Cash flow information from discontinued operations for years ended December 31, 2023 and 2022 was as follows: Year Ended December 31, 2023 2022 Cash used in operating activities $ 21,281 $ 17,274 Cash used in investing activities $ 799 $ 3,665 Depreciation and amortization $ 2,443 $ 1,566 Capital expenditures $ 3,752 $ 2,752

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS	12 Months Ended
BUSINESS ACQUISITIONS	Dec. 31, 2023
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS	NOTE 3. – BUSINESS ACQUISITIONS The following acquisitions occurring during the years ended December 31, 2023, and 2022, respectively, are included in the Company’s former hemp/cannabis reportable segment. Accordingly, the results of operations are reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss for all periods presented. See Note 2 “Discontinued Operations and Divestitures” for additional information. RX Pharmatech, Ltd. On January 19, 2023, the Company acquired RX Pharmatech Ltd (“RXP”) pursuant to a share purchase agreement ("SPA”) 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. The initial consideration paid to acquire RXP included $200 in cash and $503 in common stock (consisting of 31,056 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, the contingent consideration in the transaction represents the estimated fair value of the Company’s obligation, under the share purchase agreement, to make additional equity based 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 no excess purchase price and therefore no goodwill recorded as part of the business combination. 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. 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 intellectual property is included in the former hemp/cannabis reportable segment. 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 During the third quarter of 2023, the Company finalized amounts recorded as purchase price allocation and recorded measurement period adjustments of $53 , resulting from an increase of the working capital true-up amount based on final payment made to the sellers. On December 22, 2023, concurrent with the GVB divestiture (as described in Note 2) which included RXP, the Company entered into a binding letter agreement to terminate its’ remaining contingent consideration obligation payable in shares under the SPA with the sellers of RXP. Accordingly, for the year-ended December 31, 2023, the Company recognized within discontinued operations a gain of $1,138 in Other operating expenses, net in connection with the change in fair value of the contingent consideration. 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. 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 aggregate consideration for the Transaction consisted of (i) the assumption of approximately 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. Following the initial acquisition accounting, the Company recorded final measurement period adjustments, in which 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 $10,840. 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 $70. The following table presents management’s purchase price allocation: Cash $ 456 Accounts receivable 2,944 Inventory 3,551 Other assets 519 Property, plant & equipment 11,189 Operating leases right-of-use assets, net 1,231 Goodwill 33,360 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 . All facilities were subsequently divested as part of the GVB sale discussed in Note 2 “Discontinued Operations and Divestitures.” 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. Acquisition costs During the year ended December 31, 2023, direct costs incurred as a result of the acquisition of RXP were $130, compared to direct costs incurred as a result of the acquisition of GVB of $1,046 during the year ended December 31, 2022. Acquisition costs are expensed as incurred and included in Other operating expenses, net in the Consolidated Statements of Operations and Comprehensive Loss.

INVENTORIES

INVENTORIES	12 Months Ended
INVENTORIES	Dec. 31, 2023
INVENTORIES
INVENTORIES	NOTE 4. – INVENTORIES Inventories at December 31, 2023 and 2022 consisted of the following: December 31, December 31, 2023 2022 Raw materials $ 3,580 $ 7,090 Work in process — 3 Finished goods 766 177 $ 4,346 $ 7,270 During the year ended December 31, 2023, the Company reserved certain leaf inventory totaling $7,720 resulting from restructuring initiatives implemented, as described in Note 18 “Other Operating Expenses, Net”. Inventory charges are included within Cost of goods sold on the Company’s Consolidated Statement of Operations and Comprehensive Loss.

PROPERTY, PLANT AND EQUIPMENT,

PROPERTY, PLANT AND EQUIPMENT, NET	12 Months Ended
PROPERTY, PLANT AND EQUIPMENT, NET	Dec. 31, 2023
PROPERTY, PLANT AND EQUIPMENT, NET.
PROPERTY, PLANT AND EQUIPMENT, NET	NOTE 5. – PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net at December 31, 2023 and 2022 consisted of the following: December 31, December 31, 2023 2022 Leasehold improvements $ 262 $ 232 Manufacturing equipment 7,254 6,780 Office furniture, fixtures and equipment 254 414 7,770 7,426 Less: accumulated depreciation (4,377) (3,734) Property, plant and equipment, net $ 3,393 $ 3,692 Depreciation expense was $852 and $673 for the year ended December 31, 2023 and 2022, respectively.

RIGHT-OF-USE ASSETS, LEASE OBLI

RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES	12 Months Ended
RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES	Dec. 31, 2023
RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES
RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES	NOTE 6. – RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES The Company leases a manufacturing facility in Mocksville, North Carolina and an inventory storage facility in Winston-Salem, North Carolina. On January 1, 2023, the Company signed the lease agreement for the inventory storage facility. The lease has an initial monthly base rent of $15 (escalating 3.0% annually after the first year), an initial term of 36 months – with two twenty-four-month optional renewal options at the Company’s discretion. On March 31, 2023, the Company extended the lease terms for its manufacturing facility. As a result of this lease modification, the Company re-measured the lease liability and adjusted the ROU asset on the modification dates. The following table summarizes the Company’s discount rate and remaining lease terms as of December 31, 2023: Weighted average remaining lease term in years 5.9 Weighted average discount rate 9.0 % Future minimum lease payments as of December 31, 2023 are as follows: 2024 $ 396 2025 403 2026 422 2027 430 2028 449 Thereafter 414 Total lease payments 2,514 Less: imputed interest (585) Present value of lease liabilities 1,929 Less: current portion of lease liabilities (231) Total long-term lease liabilities $ 1,698 Operating lease costs for the year ended December 31, 2023 and 2022, were $475 and $288, respectively. Supplemental cash flow information for leases for fiscal years 2023 and 2022 are comprised of the following: December 31, December 31, 2023 2022 Cash paid for operating leases $ 436 $ 276 Assets acquired under operating leases $ 1,602 $ —

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET	12 Months Ended
INTANGIBLE ASSETS, NET	Dec. 31, 2023
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET	NOTE 7. – INTANGIBLE ASSETS, NET Our intangible assets at December 31, 2023 and 2022 consisted of the following: Gross Accumulated Net Carrying December 31, 2023 Carrying Amount Amortization Impairment Amount Definite-lived: Patent $ 2,913 $ (1,622) $ (487) $ 804 License fees 4,165 (1,666) (65) 2,434 Total amortizing intangible assets $ 7,078 $ (3,288) $ (552) $ 3,238 Indefinite-lived: Trademarks $ 134 NA $ - $ 134 MSA signatory costs 2,202 NA - 2,202 License fee for predicate cigarette brand 350 NA - 350 Total indefinite-lived intangible assets $ 2,686 NA $ - $ 2,686 Total intangible assets, net $ 9,764 $ (3,288) $ (552) $ 5,924 Gross Accumulated Net Carrying December 31, 2022 Carrying Amount Amortization Amount Definite-lived: Patent $ 5,723 $ (3,588) $ 2,135 License fees 3,801 (1,417) 2,384 Total amortizing intangible assets $ 9,524 $ (5,005) $ 4,519 Indefinite-lived: Trademarks $ 141 MSA signatory costs 2,202 License fee for predicate cigarette brand 350 Total indefinite-lived intangible assets $ 2,693 Total intangible assets, net $ 7,212 Aggregate intangible asset amortization expense comprises of the following: Year Ended December 31, 2023 2022 Cost of goods sold $ 11 $ 10 Research and development 644 609 Total amortization expense $ 655 $ 619 During the years ended December 31, 2023 and 2022, the Company incurred impairment charges of $1,375 and $35, respectively, related to write-downs and disposals of patents, licenses and trademarks as a result of a shift in strategy related to the nature and use of the related assets. Impairment charges during the year-ended December 31, 2023 consisted of $552 for patents and trademarks the Company continues to hold but does not align with its current strategy, $772 was related to disposals of patents abandoned from future maintenance and renewal and $51 was related to disposals of trademarks abandoned. The Company also disposed of $1,501 of patents that had a net book value of $0. The impairment charges are included in Other operating expenses, net on the Company’s Consolidated Statements of Operations and Comprehensive Loss. Estimated future intangible asset amortization expense based on the carrying value as of December 31, 2023 is as follows: 2024 2025 2026 2027 2028 Thereafter Amortization expense $ 422 $ 410 $ 351 $ 365 $ 321 $ 1,369

INVESTMENTS & OTHER ASSETS

INVESTMENTS & OTHER ASSETS	12 Months Ended
INVESTMENTS & OTHER ASSETS	Dec. 31, 2023
INVESTMENTS & OTHER ASSETS
INVESTMENTS & OTHER ASSETS	NOTE 8. – INVESTMENTS & OTHER ASSETS Panacea Investment – Promissory Note: On June 30, 2021, the Company entered into a Promissory Note Exchange Agreement with Panacea Life Sciences Holdings, Inc. (“PLSH”) as a component of various investment transactions with PLSH. 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 J&N Real Estate Company, L.L.C., 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 Consolidated Balance Sheets as “Other Assets.” Subsequently, on December 31, 2022 the Company and PLSH 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 surrounding the investment and business relationship. Accordingly, the Company recognized an extinguishment charge of note receivable of $500 less adjusted discount of $51 during the year-ended December 31, 2022. As of October 16, 2023, the $3,800 Promissory note receivable was fully assigned in connection with the Senior Secured Credit Facility Amendment and Waiver. The remaining discount of recorded as a component of Other income (expense) on the Consolidated Statement of Operations and Comprehensive Loss. Refer to Note 13 “Debt.” Through the date of assignment, the C

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2023
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 9. – FAIR VALUE MEASUREMENTS 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 at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Detachable warrants $ — $ — $ 1,350 $ 1,350 Derivative liability — — 557 557 Total liabilities $ — $ — $ 1,907 $ 1,907 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 Total assets $ 10,163 $ 8,030 $ — $ 18,193 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. The Company classifies its money market funds within Level 1 because it uses quoted market prices to determine their fair value. The Company classifies its commercial paper, corporate notes, certificates of deposit, and U.S. government bonds within Level 2 because it uses quoted prices for similar assets or liabilities in active markets and each has a specified term and all level 2 inputs are observable for substantially the full term of each instrument. 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 December 31, 2022: 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 debt securities at amortized cost basis and fair value by contractual maturity as of December 31, 2022: December 31, 2022 Amortized Cost Basis Fair Value Due in one year or less $ 7,143 $ 7,031 The Company recognized interest income on short-term investment securities recorded in Interest income, net on the Consolidated Statement of Operations and Comprehensive Loss during the years ended December 31, 2023 and 2022 of $52 and $546, respectively. Detachable Warrants The following table sets forth a summary of the changes in fair value of the Company’s stock warrants accounted for as liabilities (Level 3 asset) for the period ended December 31, 2023: Fair value measurement at January 1, 2023 $ — Initial measurement (see Note 1 and 10) 4,214 Fair value measurement adjustment (364) JGB redemption of 166,667 warrants (2,500) Fair value measurement at December 31, 2023 $ 1,350 The Omnia detachable warrants were measured at December 31, 2023 using a Monte Carlo valuation model with the following assumptions: Risk-free interest rate per year 4.6 % Expected volatility per year 90.9 % Expected dividend yield — % Contractual expiration 6.6 years Exercise price $ 12.828 Stock price $ 0.19 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, anti-dilution provisions, and contingent put option. Significant increases or decreases in the volatility factor would have resulted in a significantly higher or lower fair value measurement. Additionally, a change in probability regarding the anti-dilution provision or put option would have resulted in a significantly higher or lower fair value measurement. Derivative Liability The derivative liability related to the debentures and embedded conversion option using was measured at December 31, 2023 using a binomial lattice valuation model under a “with and without” approach and contained the following assumptions: Stock price volatility 104.1 % Expected term 2.2 years Stock price as of measurement date (per share) $ 0.19 Risk-free rate 4.3 % Credit rating CCC Market yield (credit risk) 13.8 % The debentures and derivative liability 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 derivative liability include a decrease/increase in our stock price, stock price volatility, credit rating, and simulated stock price upon conversion could significantly change the fair value measurement as either an increase or decrease. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Fair value standards also apply to certain assets and liabilities that are measured at fair value on a nonrecurring basis. During the years ended December 31, 2023 and 2022, the Company did not have any financial assets or liabilities measured at fair value on a nonrecurring basis.

CAPITAL RAISE AND WARRANTS FOR

CAPITAL RAISE AND WARRANTS FOR COMMON STOCK	12 Months Ended
CAPITAL RAISE AND WARRANTS FOR COMMON STOCK	Dec. 31, 2023
CAPITAL RAISE AND WARRANTS FOR COMMON STOCK
CAPITAL RAISE AND WARRANTS FOR COMMON STOCK	NOTE 10. – CAPITAL RAISES AND WARRANTS FOR COMMON STOCK The following tables summarize the Company’s warrant activity: Warrants outstanding at January 1, 2022 — Exercised — Issued 1,138,212 Warrants outstanding at December 31, 2022 1,138,212 Exercised (18,084,052) Abandoned (325,205) Issued 65,028,421 Warrants outstanding at December 31, 2023 47,757,376 # of warrants outstanding Exercise price Expiration date July 2022 RDO warrants 65,042 $ 30.75 July 25, 2027 Senior Secured Credit Facility - JGB 330,294 $ 12.828 September 3, 2028 Subordinated Note - Omnia 45,000 $ 12.828 September 3, 2030 July 6, 2023 RDO warrants 1,557,268 $ 0.2042 January 10, 2029 July 19, 2023 RDO warrants 1,225,000 $ 0.2042 July 20, 2028 October 2023 CMPO warrants 13,500,000 $ 0.2042 October 19, 2028 Inducement warrants 31,034,772 $ 0.2042 February 15, 2029 47,757,376 2022 Registered Direct Offering & Warrant Repricing On July 21, 2022, the Company and certain institutional investors (the “July 2022 Investors”) entered into a securities purchase agreement (the “July 2022 Securities Purchase Agreement”) relating to the issuance and sale of shares of common stock pursuant to a registered direct offering (the “July 2022 Registered Offering” and, together with the July 2022 Private Placement (as defined below), the “July 2022 Offerings”). The July 2022 Investors purchased approximately $35,000 of shares, consisting of an aggregate of 1,138,221 shares of common stock at a purchase price of $30.75 per share, subject to certain restrictions. The net proceeds to the Company from the July 2022 Offerings, after deducting the fees and the Company’s offering expenses, were $32,484. Pursuant to the July 2022 Securities Purchase Agreement, in a concurrent private placement, the Company issued and sold to the July 2022 Investors warrants (the “July 2022 Warrants”) to purchase up to 1,138,221 shares of common stock (the “July 2022 Private Placement”). The July 2022 Warrants were exercisable immediately upon issuance at an exercise price of $30.75 per share of common stock, subject to adjustment in certain circumstances, and expire on July 25, 2027. As a result of the June 19, 2023 offering described below, certain of the July 2022 Investors and the Company entered a warrant reprice letter (the “Warrant Repricing”) and agreed to reduce the exercise price on the previously issued 747,974 warrants owned by the investors participating in the June 19, 2023 offering from $30.75 to $7.05 and to add a provision in the warrants that upon any subsequent equity sales at a price per share lower than the then effective exercise price of such warrants, such exercise price shall be lowered to such price at which the shares were offered. The Warrant Repricing is accounted for as a modification of a freestanding equity-classified written call option, and therefore resulted in an immediate and incremental increase of approximately $2,025 in the estimated fair value of the related 747,974 warrants, recorded as a component of Capital in excess of par value, with an offsetting equal amount recorded as equity issuance costs. As a result of subsequent offerings, the exercise price on 747,974 warrants was automatically adjusted triggering non-cash deemed dividends as a result of the down-round adjustments. In July 2023 the exercise price was adjusted to . All of the outstanding warrants were subsequently exercised in connection with the Warrant Inducement The remaining 390,247 previously issued July 2022 Warrants were not repriced and on December 7, 2023, the Company was provided notice of irrevocable abandonment of 325,205 warrants. Accordingly, the Company has 65,042 remaining July 2022 Warrants with an exercise price of $30.75 and an expiration date of July 25, 2027. June 19, 2023 Registered Direct Offering On June 19, 2023, the Company and certain investors entered into a securities purchase agreement relating to the issuance and sale of shares of approximately $5,300 of shares and warrants, consisting of an aggregate of 747,974 shares of common stock and 747,974 warrants to purchase an equal number of shares, at a purchase price of $7.05 per unit. The net proceeds to the Company from the offering were approximately $4,800. The warrants were exercisable immediately upon issuance at an exercise price of $7.05 per share of common stock, expire on June 22, 2028 and are subject to adjustment in certain circumstances, including upon any subsequent equity sales at a price per share lower than the then effective exercise price of such warrants, then such exercise price shall be lowered to such price at which the shares were offered. As a result of the subsequent offerings, the exercise price on the 747,974 warrants was automatically adjusted triggering non-cash deemed dividends as a result of the down-round adjustments. In July 2023, the exercise price was adjusted to . July 6, 2023 Registered Direct Offering. On July 6, 2023, the Company and certain investors entered into a securities purchase agreement relating to the issuance and sale of approximately $3,000 of shares and warrants, consisting of an aggregate of 778,634 shares of common stock and 1,557,268 warrants to purchase an equal number of shares, at a purchase price of $3.80 per unit. The warrants became exercisable six months after issuance at an exercise price of $3.80 per share of common stock and expire on January 10, 2029. The net proceeds to the Company from the offering were approximately $2,722. As a result of subsequent offerings, warrants was automatically adjusted triggering non-cash deemed dividends as a result of the down-round adjustments. In July 2023, the exercise price was adjusted to December 31 July 19, 2023 Registered Direct Offering. On July 19, 2023, the Company and certain investors entered into a securities purchase agreement relating to the issuance and sale of approximately $11,700 of shares and warrants, consisting of an aggregate of 4,373,219 shares of common stock and 8,746,438 warrants to purchase an equal number of shares, at a purchase price of $2.67 per unit. The warrants were exercisable immediately at an exercise price of $2.42 per share of common stock and expire five years after issuance. The net proceeds to the Company from the offering were approximately $10,742. As a result of a subsequent offering, warrants was automatically adjusted triggering non-cash deemed dividends as a result of the down-round adjustment. In October 2023 the exercise price was adjusted to . October 2023- Public Equity Offering On October 17, 2023, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered public offering, (i) an aggregate of 7,600,000 shares of the Company’s common stock, par value $0.00001 per share, (ii) warrants to purchase 20,000,000 shares of common stock (the “October Warrants”) and (iii) pre-funded warrants to purchase 2,400,000 shares of common stock (the “Pre-Funded Warrants”). The Common Warrants had an exercise price of $0.525, are immediately exercisable and have a term of exercise equal to five years following the original issuance date. The Pre-Funded Warrants have an exercise price of $0.0001, are immediately exercisable and will be able to be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. The shares were offered at a combined public offering price of $0.525 per share and two accompanying October Warrants. The Pre-Funded Warrants were offered at a combined public offering price of $0.5249 per Pre-Funded Warrant and two accompanying October Warrants. In addition, the Company issued the placement agent warrants to purchase up to 1,000,000 shares of common stock (equal to 10% of the aggregate number of shares and Pre-Funded Warrants sold in the offering) at an exercise price of $0.65625, which represents 125% of the public offering price per share and accompanying October Warrant. The placement agent agreed not to exercise the such warrants until the Company subsequently increases its authorized shares of common stock. The offering closed on October 19, 2023 with gross proceeds to the Company of approximately $5,250, before deducting the placement agent fees of $367 and other offering expenses payable by the Company of approximately $288. As a result of the offering, the exercise price on 11,799,654 previously outstanding warrants were automatically adjusted from $2.42 per share to $0.525 per share. The Pre-Funded Warrants were subsequently exercised on a cashless basis in October 2023, resulting in issuance of 2,399,512 shares of common stock. 3,800,000 of the warrants were subsequently exercised in connection with the Warrant Inducement Offering through December 31, 2023. 13,500,000 warrants remained outstanding with an exercise price of $0.1765 and an expiration date of October 19, 2028, of which 10,800,000 were subsequently exercised in January 2024 (see Note 21 “Subsequent Events.”). Warrant Inducement Offering On November 28, 2023, the Company commenced a warrant inducement offering with the holders of the Company’s outstanding 31,779,654 warrants consisting of: (i) the common stock purchase warrants of the Company issued on or about June 22, 2023; (ii) the common stock purchase warrants of the Company issued on or about July 10, 2023; (iii) the common stock purchase warrants of the Company issued on or about July 21, 2023; and/or (iv) the common stock purchase warrants of the Company issued on or about October 19, 2023 (collectively, the “Existing Warrants”), which Existing Warrants were exercisable for an equal number of shares of common stock at an exercise price of $0.525. The Company agreed to issue new warrants (the “Inducement Warrants”) to purchase up to a number of shares of common stock equal to 200% of the number of shares of common stock issued pursuant to the exercise by the holders of the Existing Warrants during the inducement period, for cash, at a reduced exercise price equal to the Nasdaq Minimum Price (as defined in the as defined in Nasdaq Listing Rule 5635(d)). For the period from November 28, 2023 to December 31, 2023, the Company entered into warrant inducement agreements with certain holders of the Existing Warrants to purchase an aggregate of 15,517,386 shares of common stock at a reduced exercise price of $0.215. Pursuant to the warrant inducement agreements, the exercising holders of the Existing Warrants received 31,034,772 Inducement Warrants and the Company received aggregate gross proceeds of approximately $3,336 from the exercise of the Existing Warrants before deducting the placement agent fees of $234 and other offering expenses payable by the Company of approximately $58. As a result of the inducement and subsequent exercise, the Company determined the incremental fair value provided to the holders using Black Scholes and Monte Carlo models as (i) $883 increase in fair value due to the adjustment in exercise price of Existing Warrants attributable to down round pricing protection (ii) $6,596 fair value of Inducement Warrants issued to the holders that exercised Existing Warrants. The incremental fair value is recorded as non-cash deemed dividend. The proceeds of the warrant inducement and issuance of common stock are recorded as Capital in excess of par value. Refer to Note 21 “Subsequent Events.” March 2023 JGB Warrants In connection with the sale of the Debentures as described in Note 13 “Debt”, the Company issued the JGB Warrants to purchase up to 333,334 shares of common stock for an exercise price of $19.125 per share. The JGB Warrants are exercisable for five years from September 3, 2023, at an exercise price of $19.125 per share, determined as 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 $4,475 net of issuance costs of $139 (see Note 9 “Fair Value Measurements”), of which half of the warrants meet the criteria for liability classification due to a contingent put option which allows the holder to require that the Company redeem the warrants in cash for a purchase price equal to $15.00 upon certain conditional events such as change in control or event of default. Accordingly, at issuance half of the warrants with the put provision are classified as Other long-term liabilities on the Consolidated Balance Sheets in the amount of whereas the remainder of the warrants without the put provision are equity classified and recorded as a component of Capital in excess of par value in the amount of As a result of the June 19, 2023 offering, the Company’s outstanding JGB warrants to purchase up to 333,334 shares of the Company’s common stock for an exercise price of $19.125 per share were automatically adjusted to be $12.828 exercise price for up to 496,960 shares of common stock. As a result of the anti-dilution provision being triggered, the Company recognized a non-cash deemed dividend of $367 in connection with these adjustments, recorded on the Consolidated Statement of Operations and Comprehensive Loss and within Capital in excess of par value (as the Company has an accumulated deficit and therefore the deemed dividend is treated as paid out of Capital in excess of par value). There are no further anti-dilution adjustments on such warrants. In connection with the Senior Secured Credit Facility Amendment and Waiver, the Company redeemed 166,667 of such warrants for an aggregate put price equal to $2,500. See Note 13 “Debt.” 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 $ 19.125 Stock price $ 13.65 March 2023 Omnia Warrants In connection with the Subordinated Note as described in Note 13 “Debt”, the Company issued to Omnia, the Omnia Warrants to purchase up to 45,000 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 $12.828 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 9 “Fair Value Measurements”), 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 $30.00 upon certain conditional events such as change in control or event of default. The Omnia warrants are classified as Other long-term liabilities on the Consolidated Balance Sheets. 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 $ 12.828 Stock price $ 13.65 ATM Offering On March 31, 2023, the Company established an at-the-market common equity offering program (“ATM Program”), through which it may, through which it had the ability to offer and sell shares of common stock having an aggregate gross sales price of up to $50,000. The Company paid a 3.00% sales commission based on the gross proceeds of the sales price per share of common stock sold. On June 19, 2023, the Company terminated the ATM Program in connection with the June 2023 Capital Raise. The following table shows the number of shares sold under the ATM Program prior to its termination: Year Ended December 31, (in thousands, except for per-share data) 2023 Number of common shares issued 284 Weighted average sale price per share $ 9.65 Gross proceeds $ 2,741 Net proceeds $ 2,563

RETIREMENT PLAN

RETIREMENT PLAN	12 Months Ended
RETIREMENT PLAN	Dec. 31, 2023
RETIREMENT PLAN
RETIREMENT PLAN	NOTE 11. – RETIREMENT PLAN The Company sponsors a defined contribution plan under IRC Section 401(k). The plan covers all employees who meet the minimum eligibility requirements. Under the 401(k) plan eligible employees are allowed to make voluntary deferred salary contribution to the plan, subject to statutory limits. The Company has elected to make Safe Harbor Non-Elective Contributions to the plan for eligible employees in the amount of three percent (3%) of the employee’s compensation. Total employer contributions to the plan for the years ended December 31, 2023 and 2022 amounted to $231 and $198, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 12. – COMMITMENTS AND CONTINGENCIES License and growing agreements – Future Commitments Commitment Counter Party Commitment Type 2024 2025 2026 2027 2028 & After Total License Agreement NCSU Minimum annual royalty $ 100 $ 100 $ 100 $ 100 $ 3,575 $ 3,975 (1) License Agreement NCSU Contract fee 150 250 250 — — 650 (2) Consulting Agreements Various Contract fee 214 24 — — — 238 (3) Growing Agreements Various Contract fee 225 — — — — 225 (4) $ 689 $ 374 $ 350 $ 100 $ 3,575 $ 5,088 (1) 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. (2) On November 1, 2023, the Company entered into a license agreement with NCSU for an exclusive sublicensable right and license under specific patent rights and plant variety rights for the field of use in specific licensed territories. Additional milestone fees could be required pending achievement of events pursuant to the agreement. (3) As a requirement for a modified risk tobacco product and a condition of the marketing authorization by the FDA, the Company engaged various consultants to conduct post-market studies and research. (4) Various R&D tobacco growing agreements. Litigation In connection with ongoing restructuring efforts and the hemp/cannabis disposal group (see Note 2 “Divestitures and discontinued operations,” the Company has received unasserted claims related to disputed contracts, which could result in accrual of an additional amount up to $1,314 on the Consolidated Balance Sheet. The Company is vigorously defending its position against these claims. 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. 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. The Court preliminarily approved the settlement on June 30, 2023, and scheduled a further settlement hearing for October 3, 2023. The Court entered the Final Judgment and Order of Dismissal with Prejudice of the action on October 23, 2023. The settlement amount that the defendants paid is $3,000 and is fully covered by the Company’s insurance, which has been funded by the Company’s insurance carrier in an escrow account and anticipated to be disbursed in the first or second quarter of 2024. Accordingly, the Company has recorded an accrual for litigation settlement and corresponding indemnification receivable on the Consolidated Balance Sheets as of December 31, 2023. 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 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 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 if the case is not resolved. No trial date has been set. The parties participated in a mediation on March 21, 2023, and a subsequent mediation on October 17, 2023. On December 5, 2023, the parties entered into a Memorandum of Settlement to fully resolve all claims pending the Court’s approval of a motion for preliminary approval of settlement. The settlement amount is On September 1, 2023, Kenneth Troup 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 Board of Directors in the United States District Court for the Western District of New York entitled: Kenneth Troup, derivatively on behalf of 22nd Century Group v. Nora Sullivan, James Mish, Michael Koganov, Anthony Johnson, Richard Sanders, Lucille Salhany, Andy Arno, James W. Cornell, Henry Sicignano, III, and John T. Brodfuehrer, and 22nd Century Group, Inc., Case No. 1:23-cv-00916. Mr. Troup 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 February 9, 2024, defendants filed an unopposed Motion to Consolidate the Troup action with the consolidated derivative cases, which would include the Troup case in the preliminary settlement described above. 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. Insurance Litigation In November 2022, there was a fire at the Company’s Grass Valley manufacturing facility in Oregon, which resulted in a total loss of the facility. The Company submitted an insurance claim with Dorchester Insurance Company, Ltd. (“Dorchester”) for casualty loss and business interruption coverage which was acknowledged on November 23, 2022. Dorchester funded $5,000 of casualty loss insurance but has failed to issue any payments in connection with the Company’s business interruption claim. On July 19, 2023, the Company filed a Complaint against Dorchester in the United States District Court for the District of Oregon, Pendleton Division, Case No. 2:23-cv-01057-HL. The Company is alleging breach of contract, breach of duty of good faith and fair dealing and negligence per se. The Company is seeking full recovery of its business interruption claim under the policy plus direct, indirect and consequential damages resulting from Dorchester’s continued delay in issuing coverage payments. Discovery is ongoing. No trial date has been set. 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 in discontinued operations within Other operating expenses, net on the Consolidated Statements of Operations and Comprehensive Loss. KeyGene Dispute in the field related to the hops plant. On January 8, 2024, the Company formally terminated the new Framework Collaborative Agreement, as amended, related to hemp/cannabis and hops. KeyGene is seeking payment in the amount of Maison Dispute On January 23, 2024, the Company received a Notice of Intent to Arbitrate from Maison Placements Canada Inc. (“Maison”) in connection with the Company’s March 2023 Senior Secured Credit Facility transaction ( infra ). Maison claims it is owed fees for closure of the Senior Secured Credit Facility transaction as a result of discussions with former Company personnel and a purported letter of engagement dating from 2021. The Company believes it has substantial defenses to Maison’s claims and intends to defend itself vigorously.

DEBT

DEBT	12 Months Ended
DEBT	Dec. 31, 2023
DEBT
DEBT	NOTE 13. – DEBT The Company has a senior secured credit facility (the “Senior Secured Credit Facility”), which consists of three-year $21,053 Debentures (as defined below) 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. Debt related to the Senior Secured Credit Facility and Subordinate Note as of December 31, 2023, consists of the following: December 31, December 31, 2023 2022 Senior Secured Credit Facility $ 11,805 $ — Subordinated Note 3,554 — Unamortized discount on loan and deferred debt issuance costs (1,453) — Total debt $ 13,906 $ — Current portion of long-term debt (5,848) — Total long-term debt $ 8,058 $ — Debentures On March 3, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with JGB Partners, LP (“JGB Partners”), JGB Capital, LP (“JGB Capital”) and JGB Capital Offshore Ltd. (“JGB Offshore” and collectively with JGB Partners and JGB Capital, the “Holders”) and JGB Collateral, LLC, as collateral agent for the Holders (the “Agent”) 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 May 1, 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. 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. In connection with the sale of the Debentures, the Company issued warrants to purchase up to 333,334 shares of common stock for an exercise price of $19.125 per share (the “JGB Warrants”), which had an initial fair value of $4,475 net of issuance costs of $139 (see Note 9 “Fair Value Measurements” and Note 10 “Capital Raise and Warrants for Common Stock”). On June 22, 2023, as a result of the June 19, 2023 offering, the Company’s outstanding JGB warrants to purchase up to 333,334 shares of the Company’s common stock for an exercise price of $19.125 per share were automatically adjusted to be $12.828 exercise price for up to 496,960 shares of common stock. There are no further anti-dilution adjustments on such warrants. On October 16, 2023, the Company entered into a Waiver and Amendment Agreement (the “October Amendment”) with each of the subsidiaries of the Company executing the Debentures, the Holders and the Agent, pursuant to which, among other things, (a) the Holders waived an event of default under Section 7(d) of the Debentures which required the Company to achieve revenue of at least As additional consideration for the waiver, the Company agreed to assign, transfer and convey to the Agent, the Company’s entire right, title and interest in and to (i) the Promissory Note made by J&N Real Estate Company, L.L.C. (“J&N”) payable to the Company in the principal amount of $3,800 and (ii) the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated June 30, 2021, between J&N, as borrower, for the benefit of the Company, as lender (collectively, the “Pledged Indebtedness”). Upon assignment of the Pledged Indebtedness, the Company recognized the $2,600 of consideration in exchange to be applied as a $2,000 reduction of the Put Price (as defined below), $600 reduction of the outstanding principal amount of Debentures and $895 loss on sale of financial asset. In connection with the waiver, the Company and Holders agreed to exercise the outstanding put provision to redeem 166,667 Warrants for an aggregate put price equal to $2,500 (the “Put Price”), which was concurrently reduced by $2,000, as described above, with the remaining $500 payable by the Company on the Maturity Date recorded as Other long-term liabilities on the Consolidated Balance Sheet. No cash was exchanged as a result of executing the October Amendment. Subsequently, on December 22, 2023, the Company, the Holders and the Agent entered into an Amendment Agreement (the “December Amendment”) pursuant to which the Holders and the Agent consented to the Purchase Agreement, as amended by the GVB Amendment (see Note 2 “Discontinued Operations and Divestitures”). In consideration of the Holders and the Agents’ consent, the Company agreed to (i) pay to the Agent, a cash payment of $2,200 to reduce the outstanding principal of the Debentures (which includes the cash portion of the New Purchase Price paid directly to Agent by Buyer which consists of a cash payment of $1,100 and an additional $1,100 paid by the Company), (ii) a 12% secured promissory note issued to the Company’s senior lender, on behalf of and at the direction of the Company, in an aggregate principal amount of $2,000 (the “GVB Promissory Note”), (iii) assign the GVB Insurance Proceeds to the Agent until the outstanding aggregate principal amount of the Debentures, plus accrued and unpaid interest, has been repaid in full; provided that the first $1,000 of Insurance Proceeds in excess of $5,000 shall be applied as stated above, and (iv) post-closing enter into a deed in lieu of foreclosure agreement with respect to 224 acres of real property in Delta County, Colorado commonly known as Needle Rock Farms, resulting in a non-monetary exchange yielding additional debt reduction of $1,000. As of December 31, 2023, the $2,000 GVB Promissory Note and $1,000 real estate farm asset are pledged to the senior lender for principal reduction and accordingly $3,000 of the Senior Secured Credit Facility is recorded as Current portion of long-term debt on the Consolidated Balance Sheets. Additionally, the Company, the Holders and the Agent agreed to amend the Debentures to (i) allow the Holders to voluntarily convert the Debentures, in whole or in part, into shares of the Company’s common stock (“Voluntary Conversion Option”) on the earlier of (i) June 30, 2024 and (ii) the public announcement of a Fundamental Transaction at a conversion price equal to the lower of (x) $1.00 per share and (y) the closing sale price of the Company’s common stock on June 29, 2024 (the “Conversion Price”), and (ii) include a mandatory prepayment of the outstanding principal of the Debentures in an amount equal to 20% of the net cash proceeds of any issuance by the Company of any of its stock, or other Equity Interests (as defined in the Debentures) or the incurrence or issuance of any indebtedness. The Voluntary Conversion Option remains subject to the approval of the Company’s stockholders and the Company is required pursuant to the December Amendment to use its commercially reasonable efforts to obtain such approval. Additional terms of the December Amendment include a financial covenant holiday through the third quarter of 2024 and revised certain covenants thereafter to reflect the sale of the Purchased Interests, including lowering the Company’s quarterly revenue targets. In accordance with ASC 470-60 Troubled Debt Restructurings by Debtors The October Amendment was concluded to be a modification, and not an extinguishment, based on an analysis of the present value of future cash flows. A new effective interest rate was determined, and the debt continued to be amortized. The December Amendment was concluded to be an extinguishment, due to the addition of a substantive conversion option. As a result, the pre-amended debt carrying value was extinguished and the new debt was recorded at fair value, which is subsequently amortized using the effective interest method. Extinguishment charges were $5,158 and recorded in Interest expense on the Consolidated Statements of Operations and Comprehensive Loss. The Company analyzed the conversion feature of the December Amendment for derivative accounting consideration under ASC 815-15 and determined that the embedded conversion features should be classified as a bifurcated derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability 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 3 “Business Acquisitions”). 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 monthly at a compounding rate of 26.5% per annum. For the year ended December 31, 2023 the PIK Interest accrual amounts were $695. The Company is not permitted to prepay all or any portion of the outstanding balance on the Subordinated Note prior to maturity. The maturity date of the Subordinated Note is May 1, 2024. 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 45,000 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 $12.828 per share, subject, with certain exceptions, to adjustments in the event of stock splits, dividends, subsequent dilutive offerings and certain fundamental transactions, as more fully described in the Omnia Warrants. The Omnia warrants initial fair value was $1,316 (see Note 9 “Fair Value Measurements” and 10 “Capital Raise and Warrants for Common Stock”). Contractual maturities under the Senior Secured Credit Facility and Subordinate Note through maturity, excluding any discounts or premiums, as of December 31, 2023 is as follows: 2024 2025 2026 2027 2028 Thereafter Future minimum principal payments $ 5,848 $ — $ 8,058 $ — $ — $ — The fair values of the warrants at issuance of $5,791, 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 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 $ 8,698 Amortization during the year (2,087) Debt extinguishment charges (5,158) December 31, 2023 $ 1,453

NOTES AND LOANS PAYABLE

NOTES AND LOANS PAYABLE	12 Months Ended
NOTES AND LOANS PAYABLE	Dec. 31, 2023
NOTES AND LOANS PAYABLE
NOTES AND LOANS PAYABLE	NOTE 14. – NOTES AND LOANS PAYABLE The table below outlines our notes payable balances as of December 31, 2023 and 2022: December 31, December 31, 2023 2022 Insurance loans payable $ 543 $ 689 Total current notes and loans payable $ 543 $ 689 Insurance loans payable During the second quarter of 2023, the Company renewed its Director and Officer (“D&O”) insurance for a one-year policy premium totaling $1,626. The Company paid $285 as a premium down payment and financed the remaining $1,341 of policy premiums over ten months at a 7.88% annual percentage rate. Additionally, during the third quarter of 2023, the Company expanded its D&O coverage, resulting in additional financing of $143, at 9.38% annual percentage rate over six months. 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, property, and general liability across the Company. As of December 31, 2023, all estimated future principal payments to be made under the above notes and loans payable will be paid in 2024.

EQUITY BASED COMPENSATION

EQUITY BASED COMPENSATION	12 Months Ended
EQUITY BASED COMPENSATION	Dec. 31, 2023
EQUITY BASED COMPENSATION
EQUITY BASED COMPENSATION	NOTE 15. – EQUITY BASED COMPENSATION Stock Compensation Plan On May 20, 2021, the stockholders 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 333,334 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 Omnibus Incentive Plan was amended on June 16, 2023, increasing the authorized shares by 233,334. 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 December 31, 2023, the Company had available 606,406 shares remaining for future awards under the 2021 Plan. Compensation Expense The Company recognized the following compensation costs, net of actual forfeitures, related to RSUs and stock options: Year Ended December 31, 2023 2022 Sales, general, and administrative $ 2,052 $ 5,252 Research and development 179 182 Total equity based compensation - continuing operations 2,231 5,434 Total equity based compensation - discontinued operations 448 55 Total equity based compensation $ 2,679 $ 5,489 During the years ended December 31, 2023, and 2022, equity-based compensation expense reversals due to employee termination forfeitures amounted to $1,960 and $84 , respectively. Additionally, the Company recorded Restricted Stock Units (“RSUs”) Unvested RSUs Weighted Average Number of Grant-date Shares Fair Value in thousands $ per share Unvested at January 1, 2022 211 $ 37.50 Granted 236 29.40 Vested (154) 31.65 Forfeited (24) 35.85 Unvested at December 31, 2022 269 $ 31.88 Granted 293 12.44 Vested (147) 29.67 Forfeited (260) 20.86 Unvested at December 31, 2023 155 $ 15.69 The fair value of RSUs that vested during the years ended December 31, 2023 and 2022 was approximately $1,838 and $4,505, respectively, based on the stock price at the time of vesting. As of December 31, 2023, unrecognized compensation expense for RSUs amounted to $823 which is expected to be recognized over a weighted average period of approximately 1.7 years. In addition, there is approximately $786 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, 2022 345 $ 24.75 Exercised (10) 17.40 Forfeited (7) 20.85 Expired (1) 41.40 Outstanding at December 31, 2022 327 24.82 Forfeited (101) 21.29 Expired (7) 41.40 Outstanding at December 31, 2023 219 $ 26.34 1.9 years $ — Exercisable at December 31, 2023 213 $ 25.95 1.8 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. In addition, there is approximately $190 of unrecognized compensation expense for stock options that requires the achievement of certain milestones which are not yet probable.

LOSS PER COMMON SHARE

LOSS PER COMMON SHARE	12 Months Ended
LOSS PER COMMON SHARE	Dec. 31, 2023
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE	NOTE 16. – LOSS PER COMMON SHARE The following table sets forth the computation of basic and diluted loss per common share for the years ended December 31, 2023 and 2022, respectively. Outstanding warrants, options, and restricted stock units were excluded from the calculation of diluted EPS as the effect was antidilutive. Year Ended December 31, 2023 2022 Net loss from continuing operations $ (54,686) $ (36,553) Net loss from discontinued operations (86,089) (23,248) Net loss $ (140,775) $ (59,801) Deemed dividends (9,992) — Net loss available to common shareholders $ (150,767) $ (59,801) Weighted average common shares outstanding - basic and diluted 20,711 12,856 Basic and diluted loss per common share from continuing operations $ (2.64) $ (2.84) Basic and diluted loss per common share from discontinued operations (4.16) (1.81) Basic and diluted loss per common share from deemed dividends (0.48) — Basic and diluted loss per common share $ (7.28) $ (4.65) Anti-dilutive shares are as follows as of December 31 (in thousands): Warrants 47,757 1,138 Options 219 327 Restricted stock units 155 269 48,131 1,734

REVENUE RECOGNITION

REVENUE RECOGNITION	12 Months Ended
REVENUE RECOGNITION	Dec. 31, 2023
REVENUE RECOGNITION
REVENUE RECOGNITION	NOTE 17. – REVENUE RECOGNITION The Company’s 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 ® 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. 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 December 31, 2023 and December 31, 2022. Excise taxes recorded in Cost of Goods Sold on the Consolidated Statement of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022 was $10,413 and $12,619, respectively. Disaggregation of Revenue The Company’s net revenue is derived from customers located primarily in the United States and is disaggregated by the timing of revenue. Revenue recognized from Tobacco products transferred to customers over time represented 63% and 74%, for the year ended December 31, 2023 and 2022, respectively. 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: Year Ended December 31, 2023 2022 Customer A 31.49 % 23.61 % Customer B 23.92 % 23.22 % Customer C 21.70 % 35.20 % All other customers 22.89 % 17.97 % 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 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 extended credit terms up to twenty-one (21) days after shipment. Deferred Revenue (contract liabilities) relate to down payments received from customers in advance of satisfying a performance obligation. This deferred revenue is included as Deferred income on the Consolidated Balance Sheets. Total contract assets and contract liabilities are as follows: December 31, December 31, December 31, 2023 2022 2021 Unbilled receivables $ 1,053 $ 354 $ 178 Deferred income (726) (688) (119) Net contract assets (liabilities) $ 327 $ (334) $ 59 During the years ended December 31, 2023 and 2022, the Company recognized $688 and $119 of revenue that was included in the contract asset balance as of December 31, 2022 and 2021 respectively.

OTHER OPERATING EXPENSES (INCOM

OTHER OPERATING EXPENSES (INCOME), NET	12 Months Ended
OTHER OPERATING EXPENSES (INCOME), NET	Dec. 31, 2023
OTHER OPERATING EXPENSES (INCOME), NET
OTHER OPERATING EXPENSES (INCOME), NET	NOTE 18. – OTHER OPERATING EXPENSES (INCOME), NET The components of “Other operating expenses (income), net” were as follows: Year Ended December 31, 2023 2022 Restructuring costs: Impairment of intangible assets (see Note 7) $ 1,375 $ 35 Impairment of fixed assets 56 — Professional services 763 — Severance (see Note 1) 221 — Total Restructuring costs 2,415 35 Acquisition and transaction costs 223 - Gain on sale or disposal of property, plant and equipment (111) (362) Total other operating expenses (income), net $ 2,527 $ (327) Restructuring costs During the third quarter of 2023, the Company undertook various restructuring activities in an effort to better align its internal organizational structure and costs with its strategy, as well as preserve liquidity. As a component of the restructuring, the Company has initiated a process to evaluate strategic alternatives with respect to the Company’s tobacco assets. The process will include consideration of a range of strategic, operational and financial transactions and alternatives, such as business combinations, asset sales, licensing agreements, alternate financing strategies and other options. As a result, the Company incurred $2,415 in restructuring costs for the year ended December 31, 2023, which included costs related to employee termination, professional services and consulting, and long-lived asset impairment.

INCOME TAXES

INCOME TAXES	12 Months Ended
INCOME TAXES	Dec. 31, 2023
INCOME TAXES
INCOME TAXES	NOTE 19. – INCOME TAXES The following is a summary of the components giving rise to the (benefit) provision for income taxes from continuing operations for the years ended December 31, 2023 and 2022: 2023 2022 Current: Federal $ — $ — State 40 14 Foreign — — Total current provision $ 40 $ 14 Deferred: Federal (11,351) (6,610) State (736) (4,404) Foreign — — Total deferred benefit (12,087) (11,014) Change in valuation allowance 12,094 11,021 Total income tax provision $ 47 $ 21 The (benefit) provision for income tax from continuing operations varies from that which would be expected based on applying the statutory federal rate to pre-tax book loss, including the effect of the change in the U.S. corporate income tax rates, as follows: 2023 2022 Statutory federal rate 21.0 % 21.0 % Other items 0.2 (0.8) Stock based compensation (0.8) (1.3) Research and development credit carryforward 0.4 — State tax, net of federal benefit 1.3 12.0 162(m) limitation (0.2) (0.9) Valuation allowance (22.0) (30.1) Effective tax rate (0.1) % (0.1) % Individual components of deferred taxes consist of the following as of December 31: 2023 2022 Deferred tax assets: Net operating loss carry-forward $ 54,453 $ 34,029 Inventory 2,020 220 Stock-based compensation 862 1,144 Start-up expenditures 155 175 Research and development credit carryforward 1,424 1,205 Accrued bonus 133 458 Severance liability 95 151 Credit loss reserves 2 — Research and development costs 1,617 813 Operating lease obligations 476 229 Capital loss on investment 2,449 2,209 Note payable and warrant liability 581 — Other 1,758 50 $ 66,025 $ 40,683 Deferred tax liabilities: Machinery and equipment (283) (221) Patents and trademarks (193) (203) Operating lease right-of-use assets (467) (225) Other intangible assets (385) (334) (1,328) (983) Valuation allowance (64,763) (39,759) Net deferred taxes $ (66) $ (59) The Company has net operating loss (“NOL”) carryforwards of approximately $193,322 as of December 31, 2023 that do not expire. The Company had accumulated an NOL carryforward of approximately $46,920 through December 31, 2017 and this NOL carryforward begins to expire in 2030. As of December 31, 2023, the Company has a research and development credit carryforward of approximately $1,424 that begins to expire in 2030. The Company generated a capital loss carryover of approximately $9,932 as of December 31, 2023, that begins to expire in 2026. Utilization of these NOL carryforwards may be subject to an annual limitation in the case of equity ownership changes, as defined by law. Due to the uncertainty of the Company’s ability to generate sufficient taxable income in the future, the Company has recorded a valuation allowance to reduce the net deferred tax asset to zero. These carryforwards are included in the net deferred tax asset that has been fully offset by the valuation allowance. The valuation allowance increased for continuing operations by $12,094 and $11,021 for the years ended December 31, 2023, and 2022, respectively, and increased an additional $12,910 due to tax attributes that were generated as a part of discontinued operations but remain on a prospective basis with continuing operations due to the Company filing a consolidated US Federal return for the year ended December 31, 2023. ASC 740 provides guidance on the financial statement recognition and measurement for uncertain income tax positions that are taken or expected to be taken in a company’s income tax return. The Company has evaluated its tax positions and believes there are no uncertain tax positions as of December 31, 2023.

QUARTERLY REVENUE AND EARNINGS

QUARTERLY REVENUE AND EARNINGS DATA - UNAUDITED	12 Months Ended
QUARTERLY REVENUE AND EARNINGS DATA - UNAUDITED	Dec. 31, 2023
QUARTERLY REVENUE AND EARNINGS DATA - UNAUDITED
QUARTERLY REVENUE AND EARNINGS DATA - UNAUDITED	NOTE 20. – QUARTERLY REVENUE AND EARNINGS DATA – UNAUDITED Three Months Ended December 31, September 30, June 30, March 31, 2023 2023 2023 2023 Revenues, net $ 7,357 $ 7,871 $ 8,050 $ 8,926 Gross profit (loss) $ (7,829) $ 77 $ (961) $ 17 Net loss from continuing operations (2) $ (22,068) $ (8,081) $ (13,707) $ (10,830) Basic and diluted loss per common share from continuing operations (1) $ (0.66) $ (0.41) $ (0.92) $ (0.75) Three Months Ended December 31, September 30, June 30, March 31, 2022 2022 2022 2022 Revenues, net $ 9,951 $ 11,535 $ 9,970 $ 9,045 Gross profit $ (44) $ 636 $ 928 $ 328 Net loss from continuing operations (3) $ (11,114) $ (10,490) $ (7,699) $ (7,250) Basic and diluted loss per common share from continuing operations (1) $ (0.77) $ (0.75) $ (0.63) $ (0.67) (1) The quarterly per share data in this table has been rounded and therefore may not sum to total year-to-date EPS. (2) For the quarter ended December 31, 2023, net loss from continuing operations increased from the previous current year quarters, mainly due to an inventory leaf reserve charge of $7,720 and loss on extinguishment of debt in the amount of $5,158 . (3) For the quarter ended December 31, 2022, net loss from continuing operations increased from the previous current year quarters, mainly due to higher personnel and strategic consulting costs.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 21. – SUBSEQUENT EVENTS Increase in Authorized Shares On February 15, 2024, our stockholders approved an amendment (the “Articles Amendment”) to our Articles of Incorporation, as amended, to increase the number of authorized shares of common stock sixty-six million, six hundred sixty-six thousand six hundred and sixty-seven (66,666,667) to two hundred fifty million (250,000,000), which Articles Amendment was filed and effective with the Secretary of the State of Nevada on February 15, 2024. Warrant Inducement For the period from January 1, 2024 to February 15, 2024, the date of Stockholder Approval, the Company entered into warrant inducement agreements with certain holders of the Existing Warrants to purchase an aggregate of 13,132,268 shares of common stock at a reduced weighted average exercise price of approximately $0.1844 . Pursuant to the warrant inducement agreements, the exercising holders of the Existing Warrants received 26,264,536 Inducement Warrants and the Company received aggregate gross proceeds of approximately $2,421 from the exercise of the Existing Warrants. lowest Nasdaq Minimum Price (as defined in the as defined in Nasdaq Listing Rule 5635(d))

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation nd Century Group and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. As described in Note 2, on December 22, 2023, the Company divested substantially all of the assets of GVB Biopharma’s (“GVB”) business within its former hemp/cannabis segment. As a result of the divestiture of GVB and strategic shift away from hemp/cannabis, the Company has realigned its corporate and management reporting structure to focus solely on its tobacco business. As a result, during the fourth quarter of 2023, the Company reorganized its business to become a single reportable segment: (1) tobacco. The results of operations of the former hemp/cannabis segment are reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Loss for all periods presented and the related assets and liabilities associated with the discontinued operations are classified as held for sale in the Consolidated Balance Sheets as of December 31, 2023, and 2022, respectively. The Consolidated Statements of Cash Flows includes cash flows related to the discontinued operations due to 22 nd
Use of Estimates	Use of Estimates
Liquidity and Capital Resources	Liquidity and Capital Resources The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue and profit in its tobacco business. The Company had negative cash flow from operations of $54,987 and $51,714 for the years ended December 31, 2023 and 2022, respectively, and an accumulated deficit of $378,707 and $237,814 as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, the Company had cash and cash equivalents of $2,058 . Subsequent to December 31, 2023, the Company completed a warrant inducement offering with gross proceeds to the Company of approximately $2,421 , before deducting the placement agent fees of $165 (see Note 21 “Subsequent Events”). Given the Company’s projected operating requirements and its existing cash and cash equivalents, there is substantial doubt about the Company’s ability to continue as a going concern through one year following the date that the Consolidated Financial Statements are issued. In response to these conditions, management is currently evaluating different strategies for reducing expenses, as well as pursuing financing strategies which include raising additional funds through the issuance of securities, asset sales, and through arrangements with strategic partners. If capital is not available to the Company when, and in the amounts needed, it could be required to liquidate inventory or assets, cease or curtail operations, or seek protection under applicable bankruptcy laws or similar state proceedings. There can be no assurance that the Company will be able to raise the capital it needs to continue operations. Management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern through one year following the date that the Consolidated Financial Statements are issued. The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Other Significant Risks and Uncertainties	Other Significant Risks and Uncertainties -
Reverse Stock Split	Reverse Stock Split – 1-for-15
Preferred stock authorized	Preferred stock authorized
Concentration of Credit Risk	Concentration of Credit Risk
Cash and cash equivalents	Cash and cash equivalents –
Short-term investment securities	Short-term investment securities twenty-four
Trade Accounts Receivable and Provision for Current Expected Credit Losses	Trade Accounts Receivable and Provision for Current Expected Credit Losses –
Inventories	Inventories
Property, plant and equipment	Property, plant and equipment – Classification Estimated Useful Lives Leasehold improvements shorter of 20 years or lease term Manufacturing equipment 5 Office furniture, fixtures and equipment 3
Acquisitions	Acquisitions -
Discontinued Operations	Discontinued Operations - The assets and liabilities of a discontinued operation held for sale, other than goodwill, are measured at the lower of carrying amount or fair value less cost to sell. The Company allocates interest to discontinued operations if the interest is directly attributable to the discontinued operations or is interest on debt that is required to be repaid as a result of the disposal transaction.
Contingent Consideration	Contingent Consideration -
Goodwill	Goodwill -
Intangible Assets	Intangible Assets The Company believes that costs associated with becoming a signatory to the master settlement agreement “MSA”, costs related to the acquisition of a predicate cigarette brand, and tobacco brand related trademarks have indefinite lives. At each reporting period, the Company evaluates whether the nature and use of the asset continue to support the indefinite-lived classification.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Property, plant, and equipment Intangibles, Goodwill, and Other Definite lived intangible assets subject to amortization are reviewed for strategic importance and commercialization opportunity prior to expiration. If it is determined that the asset no longer supports the Company’s strategic objectives and/or will not be commercially viable prior to expiration, the asset is impaired. In addition, the Company will assess the expected future undiscounted cash flows for its intellectual property based on consideration of future market and economic conditions, competition, federal and state regulations, and licensing opportunities. If the carrying value of such assets are not recoverable, the carrying value will be reduced to fair value and the difference is recorded as impairment. Indefinite-lived intangible asset carrying values are reviewed at least annually or more frequently if events or changes in circumstances indicate that it is more likely than not that an impairment exists. The Company first performs a qualitative assessment and considers its current strategic objectives, future market and economic conditions, competition, and federal and state regulations to determine if an impairment is more likely than not. If it is determined that an impairment is more likely than not, a quantitative assessment is performed to compare the asset carrying value to fair value.
Leases	Leases Any operating lease having a lease term greater than twelve months will be recognized on the Consolidated Balance Sheets as a right-of-use (ROU) asset with an associated lease obligation—all other leases are considered short-term in nature and will be expensed on a month-to-month basis. The ROU assets and lease obligations are recognized as of the commencement date at the net present value of the fixed minimum lease payments for the lease term. The lease term is determined based on the contractual conditions, including whether renewal options are reasonably certain to be exercised. The discount rate used is the interest rate implicit in the lease, if available, or the Company’s incremental borrowing rate which is determined using a base line rate plus an applicable spread. Refer to Note 6 “Right-of-use Assets, Lease Obligations, and Other Leases” for additional information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments – Fair Value Measurements and Disclosures ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and ● Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset’s or a financial liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company estimates that the carrying amounts reported on the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, contract assets, promissory note receivable, accounts payable and accrued expenses, and notes and loans payable approximate their fair value due to the short-term nature of these items. Note 9 “Fair Value Measurements” contains additional information on assets and liabilities recorded at fair value in the Consolidated Financial Statements.
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. Changes in subsequent measurement fair value are recorded in Other income (expense), net of the Company’s Consolidated Statements of Operations and Comprehensive Loss. 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 9 “Fair Value Measurements” and Note 10 “Capital Raise and Warrants for Common Stock”. Deemed dividends associated with anti-dilution or down round provisions (commonly referred to as “ratchets”) represent the economic transfer of value to holders of equity-classified freestanding financial instruments when these provisions are triggered. These deemed dividends are presented as a reduction in net income or an increase in net loss available to common stockholders and a corresponding increase to additional paid-in-capital resulting in no change to stockholders’ equity/deficit. The incremental value of modifications to warrants as a result of the trigger of down round provisions in connection with equity financings was $3,029, the incremental value of replacement warrants was $6,596, and the incremental value of modifications to warrants as a result of the trigger of anti-dilution provisions of the JGB warrants was $367. Such amounts were determined using Monte-Carlo valuation models and are recorded as Deemed dividends for the year ended December 31, 2023 on the Consolidated Statement of Operations and Comprehensive Loss.
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 -
Transfers of Financial Assets	Transfers of Financial Assets – The Company accounts for transfers of financial assets as sales when it has surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred. Gains and losses resulting from transfers reported as sales are included as a component of Other income (expense) in the Consolidated Statement of Operations and Comprehensive Loss.
Gain/Loss on Debt Extinguishment	Gain/Loss on Debt Extinguishment – Gain or loss Gains and losses on debt extinguishment are included as a component of Interest expense in the Consolidated Statement of Operations and Comprehensive Loss.
Revenue Recognition	Revenue Recognition
Research and Development	Research and Development
Stock Based Compensation	Stock Based Compensation
Income Taxes	Income Taxes As a result of the Company’s history of cumulative net operating losses and the uncertainty of their future utilization, the Company has established a valuation allowance to fully offset its net deferred tax assets as of December 31, 2023, and December 31, 2022. The Company’s federal and state tax returns for the years ended December 31, 2020 through December 31, 2022 are currently open to audit under the statutes of limitations. There are no pending audits as of December 31, 2023.
Loss Per Common Share	Loss Per Common Share
Gain and Loss Contingencies	Gain and Loss Contingencies 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, Gain Contingencies. Refer to Note 12 “Commitments and Contingencies”.
Severance charges	Severance charges - From time to time, the Company evaluates its resources and optimizes its business plan to align to changing needs of executing on its strategy. These actions may result in voluntary or involuntary employee termination benefits. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. The following table summarizes the change in accrued liabilities, presented within Other current liabilities and Other long-term liabilities Consolidated Balance Sheets: Balance at January 1, 2022 $ 238 Accruals 692 Cash payments (296) Balance at December 31, 2022 634 Accruals 790 Reversal from settlement (168) Cash payments (870) Balance at December 31, 2023 $ 386 December 31, December 31, 2023 2022 Current $ 386 $ 349 Noncurrent — 285 Total severance liability $ 386 $ 634 Year Ended December 31, 2023 2022 Sales, general, and administrative $ 401 $ 692 Other operating expense, net 221 — Total severance charges $ 622 $ 692
Recent Accounting Pronouncement(s)	Recent Accounting Pronouncement(s) – The Company adopted ASU 2016-13, or ASC 326 Financial Instruments-Credit Losses Accounting Guidance Not Yet Elected or Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures . The ASU enhances disclosure of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, and permits more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in years beginning after December 15, 2023, and interim periods within years beginning after December 15, 2024. Early adoption of the ASU is permitted, including adoption in any interim period for which financial statements have not been issued. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to Income Tax Disclosures. The ASU requires additional quantitative and qualitative income tax disclosures to allow readers of the consolidated financial statements to assess how the Company’s operations, related tax risks and tax planning affect its tax rate and prospects for future cash flows. For public business entities, the ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements. 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.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of estimated useful lives of property plant and equipment	Classification Estimated Useful Lives Leasehold improvements shorter of 20 years or lease term Manufacturing equipment 5 Office furniture, fixtures and equipment 3
Schedule of change in accrued liabilities	Balance at January 1, 2022 $ 238 Accruals 692 Cash payments (296) Balance at December 31, 2022 634 Accruals 790 Reversal from settlement (168) Cash payments (870) Balance at December 31, 2023 $ 386
Schedule of accrued liabilities	Balance at January 1, 2022 $ 238 Accruals 692 Cash payments (296) Balance at December 31, 2022 634 Accruals 790 Reversal from settlement (168) Cash payments (870) Balance at December 31, 2023 $ 386 December 31, December 31, 2023 2022 Current $ 386 $ 349 Noncurrent — 285 Total severance liability $ 386 $ 634 Year Ended December 31, 2023 2022 Sales, general, and administrative $ 401 $ 692 Other operating expense, net 221 — Total severance charges $ 622 $ 692

DISCONTINUED OPERATIONS AND D_2

DISCONTINUED OPERATIONS AND DIVESTITURES (Tables)	12 Months Ended
DISCONTINUED OPERATIONS AND DIVESTITURES (Tables)	Dec. 31, 2023
DISCONTINUED OPERATIONS AND DIVESTITURES
Schedule of Discontinued Operations and Divestitures	December 31, December 31, 2023 2022 Cash and cash equivalents $ — $ 815 Accounts receivable, net — 4,278 Inventories — 2,738 Insurance recoveries — 5,000 Prepaid expenses and other current assets 9 815 Property, plant and equipment, net - current 1,207 — Other current assets 38 — Current assets of discontinued operations held for sale $ 1,254 $ 13,646 Property, plant and equipment, net — 9,401 Operating lease right-of-use assets, net — 1,732 Goodwill — 33,160 Intangible assets, net — 9,641 Investments — 682 Other assets — 166 Noncurrent assets of discontinued operations held for sale $ — $ 54,782 Notes and loans payable - current $ 2 $ 219 Operating lease obligations 1,083 429 Accounts payable 2,013 2,117 Accrued expenses 79 662 Accrued payroll — 537 Deferred income 8 143 Other current liabilities — 31 Current liabilities of discontinued operations held for sale $ 3,185 $ 4,138 Notes and loans payable — 3,001 Operating lease obligations — 1,430 Other long-term liabilities — 172 Noncurrent liabilities of discontinued operations held for sale $ — $ 4,603 Net (liabilities) assets $ (1,931) $ 59,687 Year Ended December 31, 2023 2022 Revenues, net $ 42,113 $ 21,610 Cost of goods sold 49,185 22,283 Gross loss (7,072) (673) Operating expenses: Sales, general and administrative 16,540 12,286 Research and development 3,010 2,983 Other operating expense, net (1) 118 7,529 Loss on disposal of discontinued operations 58,521 — Total operating expenses 78,189 22,798 Operating loss from discontinued operations (85,261) (23,471) Other income (expense): Other income, net 65 66 Interest expense (2) (438) (298) Total other expense (373) (232) Loss from discontinued operations before income taxes (85,634) (23,703) Provision (benefit) for income taxes 455 (455) Net loss from discontinued operations $ (86,089) $ (23,248) Year Ended December 31, 2023 2022 Grass Valley fire: Fixed asset write-offs $ — $ 5,550 Inventory charges — 3,998 Lease obligations — 20 Professional services 407 36 Compensation & benefits — 195 Insurance recoveries — (5,000) Total Grass Valley fire 407 4,799 Severance 13 — Impairment of intangible assets — 1,453 Gain on change in contingent consideration (1,138) — Needlerock Farms settlement 769 — Impairment of inventory — 237 Gain on sale or disposal of property, plant and equipment (64) (6) Acquisition costs 131 1,046 Total other operating expenses, net $ 118 $ 7,529 Year Ended December 31, 2023 2022 Cash used in operating activities $ 21,281 $ 17,274 Cash used in investing activities $ 799 $ 3,665 Depreciation and amortization $ 2,443 $ 1,566 Capital expenditures $ 3,752 $ 2,752

BUSINESS ACQUISITIONS (Tables)

BUSINESS ACQUISITIONS (Tables)	12 Months Ended
BUSINESS ACQUISITIONS (Tables)	Dec. 31, 2023
BUSINESS ACQUISITIONS
Schedule of management's purchase price allocation	Cash $ 456 Accounts receivable 2,944 Inventory 3,551 Other assets 519 Property, plant & equipment 11,189 Operating leases right-of-use assets, net 1,231 Goodwill 33,360 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%
RX Pharmatech Ltd
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

INVENTORIES (Tables)

INVENTORIES (Tables)	12 Months Ended
INVENTORIES (Tables)	Dec. 31, 2023
INVENTORIES
Schedule of Inventories	December 31, December 31, 2023 2022 Raw materials $ 3,580 $ 7,090 Work in process — 3 Finished goods 766 177 $ 4,346 $ 7,270

PROPERTY, PLANT AND EQUIPMENT_2

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)	12 Months Ended
PROPERTY, PLANT AND EQUIPMENT, NET (Tables)	Dec. 31, 2023
PROPERTY, PLANT AND EQUIPMENT, NET.
Schedule of Property, plant and equipment, net	December 31, December 31, 2023 2022 Leasehold improvements $ 262 $ 232 Manufacturing equipment 7,254 6,780 Office furniture, fixtures and equipment 254 414 7,770 7,426 Less: accumulated depreciation (4,377) (3,734) Property, plant and equipment, net $ 3,393 $ 3,692

RIGHT-OF-USE ASSETS, LEASE OB_2

RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES (Tables)	12 Months Ended
	Dec. 31, 2023
RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES
Schedule of discount rate and remaining lease term	Weighted average remaining lease term in years 5.9 Weighted average discount rate 9.0 %
Schedule of future minimum lease payments	2024 $ 396 2025 403 2026 422 2027 430 2028 449 Thereafter 414 Total lease payments 2,514 Less: imputed interest (585) Present value of lease liabilities 1,929 Less: current portion of lease liabilities (231) Total long-term lease liabilities $ 1,698
Schedule of supplemental cash flow information	December 31, December 31, 2023 2022 Cash paid for operating leases $ 436 $ 276 Assets acquired under operating leases $ 1,602 $ —

INTANGIBLE ASSETS, NET (Tables)

INTANGIBLE ASSETS, NET (Tables)	12 Months Ended
INTANGIBLE ASSETS, NET (Tables)	Dec. 31, 2023
INTANGIBLE ASSETS, NET
Schedule of total intangible assets	Gross Accumulated Net Carrying December 31, 2023 Carrying Amount Amortization Impairment Amount Definite-lived: Patent $ 2,913 $ (1,622) $ (487) $ 804 License fees 4,165 (1,666) (65) 2,434 Total amortizing intangible assets $ 7,078 $ (3,288) $ (552) $ 3,238 Indefinite-lived: Trademarks $ 134 NA $ - $ 134 MSA signatory costs 2,202 NA - 2,202 License fee for predicate cigarette brand 350 NA - 350 Total indefinite-lived intangible assets $ 2,686 NA $ - $ 2,686 Total intangible assets, net $ 9,764 $ (3,288) $ (552) $ 5,924 Gross Accumulated Net Carrying December 31, 2022 Carrying Amount Amortization Amount Definite-lived: Patent $ 5,723 $ (3,588) $ 2,135 License fees 3,801 (1,417) 2,384 Total amortizing intangible assets $ 9,524 $ (5,005) $ 4,519 Indefinite-lived: Trademarks $ 141 MSA signatory costs 2,202 License fee for predicate cigarette brand 350 Total indefinite-lived intangible assets $ 2,693 Total intangible assets, net $ 7,212
Schedule of aggregate intangible asset amortization expense	Year Ended December 31, 2023 2022 Cost of goods sold $ 11 $ 10 Research and development 644 609 Total amortization expense $ 655 $ 619
Schedule of estimated future intangible asset amortization expense	2024 2025 2026 2027 2028 Thereafter Amortization expense $ 422 $ 410 $ 351 $ 365 $ 321 $ 1,369

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Dec. 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 December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Detachable warrants $ — $ — $ 1,350 $ 1,350 Derivative liability — — 557 557 Total liabilities $ — $ — $ 1,907 $ 1,907 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 Total assets $ 10,163 $ 8,030 $ — $ 18,193
Schedule of available-for-sale securities reconciliation	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	December 31, 2022 Amortized Cost Basis Fair Value Due in one year or less $ 7,143 $ 7,031
Schedule of the changes in fair value of Level 3 investments	Fair value measurement at January 1, 2023 $ — Initial measurement (see Note 1 and 10) 4,214 Fair value measurement adjustment (364) JGB redemption of 166,667 warrants (2,500) Fair value measurement at December 31, 2023 $ 1,350
Schedule of valuation technique used for measuring liability	Stock price volatility 104.1 % Expected term 2.2 years Stock price as of measurement date (per share) $ 0.19 Risk-free rate 4.3 % Credit rating CCC Market yield (credit risk) 13.8 %
Omnia Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Schedule of valuation technique used for measuring liability	The Omnia detachable warrants were measured at December 31, 2023 using a Monte Carlo valuation model with the following assumptions: Risk-free interest rate per year 4.6 % Expected volatility per year 90.9 % Expected dividend yield — % Contractual expiration 6.6 years Exercise price $ 12.828 Stock price $ 0.19

CAPITAL RAISE AND WARRANTS FO_2

CAPITAL RAISE AND WARRANTS FOR COMMON STOCK (Tables)	12 Months Ended
CAPITAL RAISE AND WARRANTS FOR COMMON STOCK (Tables)	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Schedule of valuation technique used for measuring liability	Stock price volatility 104.1 % Expected term 2.2 years Stock price as of measurement date (per share) $ 0.19 Risk-free rate 4.3 % Credit rating CCC Market yield (credit risk) 13.8 %
Schedule of sale of stock	Year Ended December 31, (in thousands, except for per-share data) 2023 Number of common shares issued 284 Weighted average sale price per share $ 9.65 Gross proceeds $ 2,741 Net proceeds $ 2,563
Warrants activity	Warrants outstanding at January 1, 2022 — Exercised — Issued 1,138,212 Warrants outstanding at December 31, 2022 1,138,212 Exercised (18,084,052) Abandoned (325,205) Issued 65,028,421 Warrants outstanding at December 31, 2023 47,757,376
JGB warrants \| Senior secured debentures
Class of Warrant or Right [Line Items]
Schedule of valuation technique used for measuring 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 $ 19.125 Stock price $ 13.65
Omnia Warrants
Class of Warrant or Right [Line Items]
Schedule of valuation technique used for measuring liability	The Omnia detachable warrants were measured at December 31, 2023 using a Monte Carlo valuation model with the following assumptions: Risk-free interest rate per year 4.6 % Expected volatility per year 90.9 % Expected dividend yield — % Contractual expiration 6.6 years Exercise price $ 12.828 Stock price $ 0.19
Omnia Warrants \| Senior secured debentures
Class of Warrant or Right [Line Items]
Schedule of valuation technique used for measuring 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 $ 12.828 Stock price $ 13.65

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Tables)	Dec. 31, 2023
COMMITMENTS AND CONTINGENCIES
Schedule of future commitments	Future Commitments Commitment Counter Party Commitment Type 2024 2025 2026 2027 2028 & After Total License Agreement NCSU Minimum annual royalty $ 100 $ 100 $ 100 $ 100 $ 3,575 $ 3,975 (1) License Agreement NCSU Contract fee 150 250 250 — — 650 (2) Consulting Agreements Various Contract fee 214 24 — — — 238 (3) Growing Agreements Various Contract fee 225 — — — — 225 (4) $ 689 $ 374 $ 350 $ 100 $ 3,575 $ 5,088 (1) 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. (2) On November 1, 2023, the Company entered into a license agreement with NCSU for an exclusive sublicensable right and license under specific patent rights and plant variety rights for the field of use in specific licensed territories. Additional milestone fees could be required pending achievement of events pursuant to the agreement. (3) As a requirement for a modified risk tobacco product and a condition of the marketing authorization by the FDA, the Company engaged various consultants to conduct post-market studies and research. (4) Various R&D tobacco growing agreements.

DEBT (Tables)

DEBT (Tables)	12 Months Ended
DEBT (Tables)	Dec. 31, 2023
DEBT
Schedule of long-term debt	December 31, December 31, 2023 2022 Senior Secured Credit Facility $ 11,805 $ — Subordinated Note 3,554 — Unamortized discount on loan and deferred debt issuance costs (1,453) — Total debt $ 13,906 $ — Current portion of long-term debt (5,848) — Total long-term debt $ 8,058 $ —
Schedule of future principal payments	2024 2025 2026 2027 2028 Thereafter Future minimum principal payments $ 5,848 $ — $ 8,058 $ — $ — $ —
Schedule of components and activity of unamortized discount and debt issuance costs	Total Issuance $ 8,698 Amortization during the year (2,087) Debt extinguishment charges (5,158) December 31, 2023 $ 1,453

NOTES AND LOANS PAYABLE (Tables

NOTES AND LOANS PAYABLE (Tables)	12 Months Ended
NOTES AND LOANS PAYABLE (Tables)	Dec. 31, 2023
NOTES AND LOANS PAYABLE
Schedule of notes payable balances	December 31, December 31, 2023 2022 Insurance loans payable $ 543 $ 689 Total current notes and loans payable $ 543 $ 689

EQUITY BASED COMPENSATION (Tabl

EQUITY BASED COMPENSATION (Tables)	12 Months Ended
EQUITY BASED COMPENSATION (Tables)	Dec. 31, 2023
EQUITY BASED COMPENSATION
Schedule of compensation costs related to restricted stock and stock options	Year Ended December 31, 2023 2022 Sales, general, and administrative $ 2,052 $ 5,252 Research and development 179 182 Total equity based compensation - continuing operations 2,231 5,434 Total equity based compensation - discontinued operations 448 55 Total equity based compensation $ 2,679 $ 5,489
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, 2022 211 $ 37.50 Granted 236 29.40 Vested (154) 31.65 Forfeited (24) 35.85 Unvested at December 31, 2022 269 $ 31.88 Granted 293 12.44 Vested (147) 29.67 Forfeited (260) 20.86 Unvested at December 31, 2023 155 $ 15.69
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, 2022 345 $ 24.75 Exercised (10) 17.40 Forfeited (7) 20.85 Expired (1) 41.40 Outstanding at December 31, 2022 327 24.82 Forfeited (101) 21.29 Expired (7) 41.40 Outstanding at December 31, 2023 219 $ 26.34 1.9 years $ — Exercisable at December 31, 2023 213 $ 25.95 1.8 years $ —

LOSS PER COMMON SHARE (Tables)

LOSS PER COMMON SHARE (Tables)	12 Months Ended
LOSS PER COMMON SHARE (Tables)	Dec. 31, 2023
LOSS PER COMMON SHARE
Schedule of computation of basic and diluted loss per common share	Year Ended December 31, 2023 2022 Net loss from continuing operations $ (54,686) $ (36,553) Net loss from discontinued operations (86,089) (23,248) Net loss $ (140,775) $ (59,801) Deemed dividends (9,992) — Net loss available to common shareholders $ (150,767) $ (59,801) Weighted average common shares outstanding - basic and diluted 20,711 12,856 Basic and diluted loss per common share from continuing operations $ (2.64) $ (2.84) Basic and diluted loss per common share from discontinued operations (4.16) (1.81) Basic and diluted loss per common share from deemed dividends (0.48) — Basic and diluted loss per common share $ (7.28) $ (4.65) Anti-dilutive shares are as follows as of December 31 (in thousands): Warrants 47,757 1,138 Options 219 327 Restricted stock units 155 269 48,131 1,734

REVENUE RECOGNITION (Tables)

REVENUE RECOGNITION (Tables)	12 Months Ended
REVENUE RECOGNITION (Tables)	Dec. 31, 2023
REVENUE RECOGNITION
Schedule of concentration of risk	Year Ended December 31, 2023 2022 Customer A 31.49 % 23.61 % Customer B 23.92 % 23.22 % Customer C 21.70 % 35.20 % All other customers 22.89 % 17.97 %
Schedule of contract assets and liabilities	December 31, December 31, December 31, 2023 2022 2021 Unbilled receivables $ 1,053 $ 354 $ 178 Deferred income (726) (688) (119) Net contract assets (liabilities) $ 327 $ (334) $ 59

OTHER OPERATING EXPENSES (INC_2

OTHER OPERATING EXPENSES (INCOME), NET (Tables)	12 Months Ended
OTHER OPERATING EXPENSES (INCOME), NET (Tables)	Dec. 31, 2023
OTHER OPERATING EXPENSES (INCOME), NET
Components of "Other operating expenses, net"	Year Ended December 31, 2023 2022 Restructuring costs: Impairment of intangible assets (see Note 7) $ 1,375 $ 35 Impairment of fixed assets 56 — Professional services 763 — Severance (see Note 1) 221 — Total Restructuring costs 2,415 35 Acquisition and transaction costs 223 - Gain on sale or disposal of property, plant and equipment (111) (362) Total other operating expenses (income), net $ 2,527 $ (327)

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
INCOME TAXES (Tables)	Dec. 31, 2023
INCOME TAXES
Summary of the components giving rise to the income tax provision (benefit)	2023 2022 Current: Federal $ — $ — State 40 14 Foreign — — Total current provision $ 40 $ 14 Deferred: Federal (11,351) (6,610) State (736) (4,404) Foreign — — Total deferred benefit (12,087) (11,014) Change in valuation allowance 12,094 11,021 Total income tax provision $ 47 $ 21
Schedule of effective income tax rate reconciliation	2023 2022 Statutory federal rate 21.0 % 21.0 % Other items 0.2 (0.8) Stock based compensation (0.8) (1.3) Research and development credit carryforward 0.4 — State tax, net of federal benefit 1.3 12.0 162(m) limitation (0.2) (0.9) Valuation allowance (22.0) (30.1) Effective tax rate (0.1) % (0.1) %
Schedule of deferred tax assets and liabilities	2023 2022 Deferred tax assets: Net operating loss carry-forward $ 54,453 $ 34,029 Inventory 2,020 220 Stock-based compensation 862 1,144 Start-up expenditures 155 175 Research and development credit carryforward 1,424 1,205 Accrued bonus 133 458 Severance liability 95 151 Credit loss reserves 2 — Research and development costs 1,617 813 Operating lease obligations 476 229 Capital loss on investment 2,449 2,209 Note payable and warrant liability 581 — Other 1,758 50 $ 66,025 $ 40,683 Deferred tax liabilities: Machinery and equipment (283) (221) Patents and trademarks (193) (203) Operating lease right-of-use assets (467) (225) Other intangible assets (385) (334) (1,328) (983) Valuation allowance (64,763) (39,759) Net deferred taxes $ (66) $ (59)

QUARTERLY REVENUE AND EARNING_2

QUARTERLY REVENUE AND EARNINGS DATA - UNAUDITED (Tables)	12 Months Ended
QUARTERLY REVENUE AND EARNINGS DATA - UNAUDITED (Tables)	Dec. 31, 2023
QUARTERLY REVENUE AND EARNINGS DATA - UNAUDITED
Schedule of quarterly revenue and earnings data	Three Months Ended December 31, September 30, June 30, March 31, 2023 2023 2023 2023 Revenues, net $ 7,357 $ 7,871 $ 8,050 $ 8,926 Gross profit (loss) $ (7,829) $ 77 $ (961) $ 17 Net loss from continuing operations (2) $ (22,068) $ (8,081) $ (13,707) $ (10,830) Basic and diluted loss per common share from continuing operations (1) $ (0.66) $ (0.41) $ (0.92) $ (0.75) Three Months Ended December 31, September 30, June 30, March 31, 2022 2022 2022 2022 Revenues, net $ 9,951 $ 11,535 $ 9,970 $ 9,045 Gross profit $ (44) $ 636 $ 928 $ 328 Net loss from continuing operations (3) $ (11,114) $ (10,490) $ (7,699) $ (7,250) Basic and diluted loss per common share from continuing operations (1) $ (0.77) $ (0.75) $ (0.63) $ (0.67) (1) The quarterly per share data in this table has been rounded and therefore may not sum to total year-to-date EPS. (2) For the quarter ended December 31, 2023, net loss from continuing operations increased from the previous current year quarters, mainly due to an inventory leaf reserve charge of $7,720 and loss on extinguishment of debt in the amount of $5,158 . (3) For the quarter ended December 31, 2022, net loss from continuing operations increased from the previous current year quarters, mainly due to higher personnel and strategic consulting costs.

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands			2 Months Ended	3 Months Ended	12 Months Ended
	Oct. 19, 2023 USD ($)	Jul. 05, 2023 shares	Feb. 15, 2024 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Maximum maturity date of securities					24 months
Number of reportable segments \| segment				1
Goodwill				$ 0	$ 0
Deemed dividend related to down-round features					3,029
Value of replacement warrants					6,596
Deemed dividend related to down-round provisions and anti-dilution provisions					367
Accelerated equity compensation expense					523	$ 1,237
Allowance for discounts or returns and allowances				8	8	0
Cash and cash equivalents				2,058	$ 2,058	2,205
Substantial Doubt about Going Concern, within One Year [true false]					true
Reverse stock split, ratio		0.0667
Cash flow from operations					$ (54,987)	(51,714)
Proceeds from Issuance of Common Stock	$ 5,250
Placement agent fees	367		$ 165
Other general expense	$ 288
Accumulated deficit				$ (378,707)	(378,707)	$ (237,814)
Shares issued for reverse stock split \| shares		66,035
Subsequent Event
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Proceeds from Issuance of Common Stock			$ 2,421
Accounting Standards Update 2016-13 \| Cumulative Effect, Period of Adoption, Adjustment [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Provision for credit losses					$ 118
Directors
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Vesting period					1 year
Officers and employees
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Vesting period					3 years

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated useful lives of property, plant and equipment (Details)	Dec. 31, 2023
Leasehold improvements
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property, Plant and Equipment, Useful Life	20 years
Manufacturing equipment \| Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property, Plant and Equipment, Useful Life	15 years
Manufacturing equipment \| Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property, Plant and Equipment, Useful Life	5 years
Office furniture, fixtures and equipment \| Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property, Plant and Equipment, Useful Life	10 years
Office furniture, fixtures and equipment \| Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property, Plant and Equipment, Useful Life	3 years

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in accrued liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Beginning balance	$ 634	$ 238
Accruals	790	692
Reversal from settlement	(168)
Cash payments	(870)	(296)
Ending balance	386	634
Current	386	349
Noncurrent		285
Total severance liability	$ 386	$ 634

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Severance Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Severance Charges
Total severance charges	$ 622	$ 692
Sales, general, and administrative
Severance Charges
Total severance charges	401	$ 692
Other operating expense, net
Severance Charges
Total severance charges	$ 221

DISCONTINUED OPERATIONS AND D_3

DISCONTINUED OPERATIONS AND DIVESTITURES - Provision for Impairment (Details) - GVB Hemp/Cannabis Business - Held for sale - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023
DISCONTINUED OPERATIONS AND DIVESTITURES
Goodwill impairment		$ 33,360
Impairment of intangible assets	$ 10,879
Impairment of intangible assets	3,037
Loss on equity investments	(682)
Impairment of Property plant and equipment	7,418
Impairment of right-of-use assets	$ 5,038
Total impairment charges for other intangibles and long-lived assets			$ 25,189

DISCONTINUED OPERATIONS AND D_4

DISCONTINUED OPERATIONS AND DIVESTITURES (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 22, 2023	Nov. 30, 2022	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Nov. 20, 2023	Jun. 30, 2023	Jun. 30, 2022
DISCONTINUED OPERATIONS AND DIVESTITURES
Rate of interest	12%		9.38%	9.38%			7.88%	3.25%
Insurance proceeds	$ 1,000	$ 5,000
Loss on disposal of discontinued operations					$ (58,521)
GVB Hemp/Cannabis Business \| Held for sale
DISCONTINUED OPERATIONS AND DIVESTITURES
Impairment charges in Other operating expenses, net					25,189
Goodwill impairment				$ 33,360
Total consideration	3,100		$ 3,100	$ 3,100		$ 2,250
Cash consideration	1,100
Consideration in the form of secured promissory note	$ 2,000
Rate of interest	12%
Maximum amount of insurance proceeds used to offset certain share liabilities	$ 2,000
Maximum amount of certain shared liabilities entitled to offset	1,000
Insurance proceeds	5,000
Selling expenses	$ 434
Loss on disposal of discontinued operations					$ 58,521
GVB Biopharma \| Held for sale
DISCONTINUED OPERATIONS AND DIVESTITURES
Impairment charges in Other operating expenses, net			25,189
Goodwill impairment			$ 33,360

DISCONTINUED OPERATIONS AND D_5

DISCONTINUED OPERATIONS AND DIVESTITURES - Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
DISCONTINUED OPERATIONS AND DIVESTITURES
Current assets of discontinued operations held for sale	$ 1,254	$ 13,646
Noncurrent assets of discontinued operations held for sale		54,782
Current liabilities of discontinued operations held for sale	3,185	4,138
Noncurrent liabilities of discontinued operations held for sale		4,603
Held for sale
DISCONTINUED OPERATIONS AND DIVESTITURES
Cash and cash equivalents		815
Accounts receivable, net		4,278
Inventories		2,738
Insurance recoveries		5,000
Prepaid expenses and other current assets		815
Current assets of discontinued operations held for sale		13,646
Property, plant and equipment, net		9,401
Operating lease right-of-use assets, net		1,732
Goodwill		33,160
Intangible assets, net		9,641
Investments		682
Other assets		166
Noncurrent assets of discontinued operations held for sale		54,782
Notes and loans payable - current		219
Operating lease obligations		429
Accounts payable		2,117
Accrued expenses		662
Accrued payroll		537
Deferred income		143
Other current liabilities		31
Current liabilities of discontinued operations held for sale		4,138
Notes and loans payable		3,001
Operating lease obligations		1,430
Other long-term liabilities		172
Noncurrent liabilities of discontinued operations held for sale		4,603
Net (liabilities) assets		$ 59,687
GVB Hemp/Cannabis Business \| Held for sale
DISCONTINUED OPERATIONS AND DIVESTITURES
Prepaid expenses and other current assets	9
Property, plant and equipment, net - current	1,207
Other current assets	38
Current assets of discontinued operations held for sale	1,254
Notes and loans payable - current	2
Operating lease obligations	1,083
Accounts payable	2,013
Accrued expenses	79
Deferred income	8
Current liabilities of discontinued operations held for sale	3,185
Net (liabilities) assets	$ (1,931)

DISCONTINUED OPERATIONS AND D_6

DISCONTINUED OPERATIONS AND DIVESTITURES - Net loss from discontinued operations (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Loss on disposal of discontinued operations		$ (58,521)
Other income (expense):
Loss from discontinued operations before income taxes		(85,634)	$ (23,703)
Provision (benefit) for income taxes		455	(455)
Net loss from discontinued operations		(86,089)	(23,248)
GVB Hemp/Cannabis Business \| Held for sale
DISCONTINUED OPERATIONS AND DIVESTITURES
Revenues, net		42,113	21,610
Cost of goods sold		49,185	22,283
Gross loss		(7,072)	(673)
Operating expenses:
Sales, general and administrative		16,540	12,286
Research and development		3,010	2,983
Other operating expense, net		118	7,529
Loss on disposal of discontinued operations		58,521
Goodwill impairment	$ 33,360
Total operating expenses		78,189	22,798
Operating loss from discontinued operations		(85,261)	(23,471)
Other income (expense):
Other income, net		65	66
Interest expense		438	298
Total other expense		(373)	(232)
Loss from discontinued operations before income taxes		(85,634)	(23,703)
Provision (benefit) for income taxes		455	(455)
Net loss from discontinued operations		$ (86,089)	$ (23,248)

DISCONTINUED OPERATIONS AND D_7

DISCONTINUED OPERATIONS AND DIVESTITURES - Other operating expenses, net (Details) - GVB Biopharma - Held for sale - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Grass Valley fire:
Fixed asset write-offs		$ 5,550
Inventory charges		3,998
Lease obligations		20
Professional services	$ 407	36
Compensation & benefits		195
Insurance recoveries		(5,000)
Total Grass Valley fire	407	4,799
Restructuring costs:
Severance	13
Impairment of intangible assets		1,453
Gain on change in contingent consideration	(1,138)
Needlerock Farms settlement	769
Impairment of inventory		237
Gain on sale or disposal of property, plant and equipment	(64)	(6)
Acquisition costs	131	1,046
Total other operating expenses, net	$ 118	$ 7,529

DISCONTINUED OPERATIONS AND D_8

DISCONTINUED OPERATIONS AND DIVESTITURES - Cash flow information from discontinued operations (Details) - GVB Hemp/Cannabis Business - Held for sale - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
DISCONTINUED OPERATIONS AND DIVESTITURES
Cash used in operating activities	$ 21,281	$ 17,274
Cash used in investing activities	799	3,665
Depreciation and amortization	2,443	1,566
Capital expenditures	$ 3,752	$ 2,752

BUSINESS ACQUISITIONS (Details)

BUSINESS ACQUISITIONS (Details) $ in Thousands				3 Months Ended		12 Months Ended
BUSINESS ACQUISITIONS (Details) $ in Thousands	Jan. 19, 2023 USD ($) item shares	Dec. 31, 2022 USD ($)	May 13, 2022 USD ($) shares	Sep. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)
BUSINESS ACQUISITIONS
Number of novel food applications \| item	1,276
Contingent consideration	$ 1,138
Goodwill						$ 0
Deferred Tax Assets, Valuation Allowance		$ 39,759				64,763
Measurement period adjustments				$ 53
Gain on change of contingent consideration						(1,138)
GVB Biopharma
BUSINESS ACQUISITIONS
Debt assumed			$ 4,637
Transaction costs			$ 1,753
Shares issued \| shares			2,193,334
Fair value of shares issued			$ 51,653
Increase (decrease) in inventory					$ 978
Goodwill			44,200			33,360
Reduction to goodwill			10,840
Deferred tax liability			627			627
Deferred Tax Assets, Valuation Allowance		434
Valuation of property plant and equipment			$ 70
GVB Biopharma \| Sales, general, and administrative
BUSINESS ACQUISITIONS
Acquisition related costs		$ 1,046
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
Equity consideration	503
Target working capital, true up	286
Contingent consideration	1,138
Fair value of contingent consideration	2,127
Intangible assets	1,744
Net asset	93
Excess purchase price	$ 0
Contingent consideration, earn out period	3 years
Shares issued \| shares	31,056
Cash acquired	$ 290
Goodwill	0
RX Pharmatech Ltd \| Sales, general, and administrative
BUSINESS ACQUISITIONS
Acquisition related costs						$ 130
RX Pharmatech Ltd \| Maximum
BUSINESS ACQUISITIONS
Contingent consideration	$ 1,550

BUSINESS ACQUISITIONS - Initial

BUSINESS ACQUISITIONS - Initial fair value measurements (Details) $ in Thousands	Dec. 31, 2023	Jan. 19, 2023 USD ($)
BUSINESS ACQUISITIONS
Maximum Payout		$ 1,550
Fair Value		$ 1,138
Measurement Inputs		16
Business Combination, Contingent Consideration, Liability, Measurement Input [Extensible Enumeration]	us-gaap:MeasurementInputDiscountRateMember

BUSINESS ACQUISITIONS - Purchas

BUSINESS ACQUISITIONS - Purchase price allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	May 13, 2022
BUSINESS ACQUISITIONS
Goodwill	$ 0
GVB Biopharma
BUSINESS ACQUISITIONS
Cash	456
Accounts receivable	2,944
Inventory	3,551
Other assets	519
Property, plant & equipment	11,189
Operating leases right-of-use assets, net	1,231
Goodwill	33,360	$ 44,200
Accounts payable and accrued expenses	(2,777)
Other current liabilities	(944)
Lease liabilities	(1,259)
Auto loans		(4,637)
Deferred tax liability	(627)	$ (627)
Fair value of net assets acquired	53,406
GVB Biopharma \| Auto loans
BUSINESS ACQUISITIONS
Auto loans	(387)
GVB Biopharma \| Bridge Loan.
BUSINESS ACQUISITIONS
Auto loans	(4,250)
GVB Biopharma \| Tradename
BUSINESS ACQUISITIONS
Intangible assets	4,600
GVB Biopharma \| Customer relationships
BUSINESS ACQUISITIONS
Intangible assets	$ 5,800

BUSINESS ACQUISITIONS - Discoun

BUSINESS ACQUISITIONS - Discount rate and remaining lease terms (Details)	Dec. 31, 2023	May 13, 2022
BUSINESS ACQUISITIONS
Weighted average remaining lease term in years	5 years 10 months 24 days
Weighted average discount rate	9%
GVB Biopharma
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%

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Thousands	12 Months Ended
INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
INVENTORIES
Raw materials	$ 3,580	$ 7,090
Work in process		3
Finished goods	766	177
Inventory, Net	4,346	7,270
Inventory write-off		$ 237
Grass Valley Fire [Member]
INVENTORIES
Inventory write-off	$ 7,720

PROPERTY, PLANT AND EQUIPMENT_3

PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, gross	$ 7,770	$ 7,426
Less: accumulated depreciation	(4,377)	(3,734)
Property, plant and equipment, net	3,393	3,692
Depreciation expense	852	673
Leasehold improvements
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, gross	262	232
Manufacturing equipment
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, gross	7,254	6,780
Office furniture, fixtures and equipment
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, gross	$ 254	$ 414

RIGHT-OF-USE ASSETS, LEASE OB_3

RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES (Details) $ in Thousands		12 Months Ended
	Jan. 01, 2023 USD ($) item	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES
Weighted average remaining lease term in years		5 years 10 months 24 days
Weighted average discount rate		9%
Future minimum lease payments
2024		$ 396
2025		403
2026		422
2027		430
2028		449
Thereafter		414
Total lease payments		2,514
Less: imputed interest		(585)
Present value of lease liabilities		1,929
Less: current portion of lease liabilities		(231)	$ (252)
Total long-term lease liabilities		1,698	711
Operating lease cost		$ 475	$ 288
Lessee, Operating Lease, Existence of Option to Extend [true false]	true
Monthly base rent	$ 15
Base Rent Annual Increase, as a percent	3%
Initial term	36 months
Number of renewal options \| item	2
Period of renewal options	24 months

RIGHT-OF-USE ASSETS, LEASE OB_4

RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES - Schedule of supplemental cash flow information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
RIGHT-OF-USE ASSETS, LEASE OBLIGATIONS, AND OTHER LEASES
Cash paid for operating leases	$ 436	$ 276
Assets acquired under operating leases	$ 1,602

INTANGIBLE ASSETS, NET - Other

INTANGIBLE ASSETS, NET - Other Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Intangible assets, net
Gross Carrying Amount, Finite-lived	$ 7,078	$ 9,524
Accumulated Amortization, Finite-lived	(3,288)	(5,005)
Impairment , Finite-lived	$ (552)
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Operating Income (Expense), Net
Net Carrying Amount, Finite-lived	$ 3,238	4,519
Gross Carrying Amount, Indefinite-lived	2,686
Net Carrying Amount, Indefinite-lived	2,686	2,693
Total intangible assets, net	9,764
Impairment of intangible assets, Total	(1,375)	(35)
Total intangible assets, net	5,924	7,212
Trademarks
Intangible assets, net
Gross Carrying Amount, Finite-lived	134
Net Carrying Amount, Indefinite-lived	134	141
MSA signatory costs
Intangible assets, net
Gross Carrying Amount, Indefinite-lived	2,202
Net Carrying Amount, Indefinite-lived	2,202	2,202
License fee for predicate cigarette brand
Intangible assets, net
Gross Carrying Amount, Indefinite-lived	350
Net Carrying Amount, Indefinite-lived	350	350
Patent
Intangible assets, net
Gross Carrying Amount, Finite-lived	2,913	5,723
Accumulated Amortization, Finite-lived	(1,622)	(3,588)
Impairment , Finite-lived	(487)
Net Carrying Amount, Finite-lived	804	2,135
Impairment of intangible assets, Total	(552)
License fee for predicate cigarette brand
Intangible assets, net
Gross Carrying Amount, Finite-lived	4,165	3,801
Accumulated Amortization, Finite-lived	(1,666)	(1,417)
Impairment , Finite-lived	(65)
Net Carrying Amount, Finite-lived	$ 2,434	$ 2,384

INTANGIBLE ASSETS, NET - Aggreg

INTANGIBLE ASSETS, NET - Aggregate intangible asset amortization expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
INTANGIBLE ASSETS, NET
Total amortization expense	$ 655	$ 619
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Operating Income (Expense), Net	Other Operating Income (Expense), Net
Impairment of intangible assets	$ 1,375	$ 35
Patents and trademarks
INTANGIBLE ASSETS, NET
Impairment of intangible assets	772
Patent
INTANGIBLE ASSETS, NET
Impairment of intangible assets	552
Finite lived intangible assets disposed	1,501
Net book value disposed	0
Trademarks abandoned
INTANGIBLE ASSETS, NET
Impairment of intangible assets	51
Cost of goods sold
INTANGIBLE ASSETS, NET
Total amortization expense	11	10
Research and development
INTANGIBLE ASSETS, NET
Total amortization expense	$ 644	$ 609

INTANGIBLE ASSETS, NET - Estima

INTANGIBLE ASSETS, NET - Estimated future intangible asset amortization expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Estimated future intangible asset amortization expense
2024	$ 422
2025	410
2026	351
2027	365
2028	321
Thereafter	$ 1,369

INVESTMENTS & OTHER ASSETS (Det

INVESTMENTS & OTHER ASSETS (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 16, 2023	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2021
INVESTMENTS & OTHER ASSETS
Note receivable	$ 3,800
Extinguishment of Discount	305
Non-cash assignment of PLSH Promissory Note	2,600	$ 2,600
Loss on transfer of promissory note	$ 895	$ (895)
Investment in Panacea
INVESTMENTS & OTHER ASSETS
Note receivable				$ 4,300
Notes receivable issued value				3,684
Note receivable, face amount				4,300
Note receivable, discount				$ 616
Decrease in related party notes receivable			$ 500
Extinguishment of related party notes receivable			500
Note receivable interest rate				0%
Related party notes receivable discount			$ 51

FAIR VALUE MEASUREMENTS - Recur

FAIR VALUE MEASUREMENTS - Recurring (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Money market funds
Assets
Net Asset Value	$ 1
Fair Value, Recurring
Assets
Assets at fair value		$ 18,193
Liabilities at fair value	$ 1,907
Fair Value, Recurring \| Detachable warrants
Assets
Liabilities at fair value	1,350
Fair Value, Recurring \| Derivative liabilities
Assets
Liabilities at fair value	557
Fair Value, Recurring \| Money market funds
Assets
Assets at fair value		10,163
Fair Value, Recurring \| Corporate bonds
Assets
Assets at fair value		7,031
Fair Value, Recurring \| U.S. treasury securities
Assets
Assets at fair value		999
Fair Value, Recurring \| Fair Value, Inputs, Level 1
Assets
Assets at fair value		10,163
Fair Value, Recurring \| Fair Value, Inputs, Level 1 \| Money market funds
Assets
Assets at fair value		10,163
Fair Value, Recurring \| Fair Value, Inputs, Level 2
Assets
Assets at fair value		8,030
Fair Value, Recurring \| Fair Value, Inputs, Level 2 \| Corporate bonds
Assets
Assets at fair value		7,031
Fair Value, Recurring \| Fair Value, Inputs, Level 2 \| U.S. treasury securities
Assets
Assets at fair value		$ 999
Fair Value, Recurring \| Fair Value, Inputs, Level 3
Assets
Liabilities at fair value	1,907
Fair Value, Recurring \| Fair Value, Inputs, Level 3 \| Detachable warrants
Assets
Liabilities at fair value	1,350
Fair Value, Recurring \| Fair Value, Inputs, Level 3 \| Derivative liabilities
Assets
Liabilities at fair value	$ 557

FAIR VALUE MEASUREMENTS - Avail

FAIR VALUE MEASUREMENTS - Available-for-sale debt securities (Details) - Corporate Bonds $ in Thousands	Dec. 31, 2022 USD ($)
FAIR VALUE MEASUREMENTS
Available-for-sale Securities - Amortized Cost Basis	$ 7,143
Available-for-sale Securities - Gross Unrealized Losses	(112)
Available-for-sale Securities - Fair Value	$ 7,031

FAIR VALUE MEASUREMENTS - Matur

FAIR VALUE MEASUREMENTS - Maturity of available-for-sale securities by contractual maturity (Details) $ in Thousands	Dec. 31, 2022 USD ($)
FAIR VALUE MEASUREMENTS
Available for sale, maturities one year or less, Amortized Cost	$ 7,143
Available for sale, maturities one year or less, Fair Value	$ 7,031

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
FAIR VALUE MEASUREMENTS
Interest income on short-term investment securities	$ 52	$ 546

FAIR VALUE MEASUREMENTS - Estim

FAIR VALUE MEASUREMENTS - Estimated fair values of company's liabilities (Details) - Detachable warrants $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Estimated fair value of company's liability
Initial measurement	$ 4,214
Fair value measurement adjustment	(364)
JGB redemption of warrants	(2,500)
Fair value measurement ending balance	$ 1,350
Number of Warrants Redeemed \| shares	166,667

FAIR VALUE MEASUREMENTS - Warra

FAIR VALUE MEASUREMENTS - Warrant liability - Valuation technique (Details)	Dec. 31, 2023 $ / shares Y	Mar. 03, 2023 Y $ / shares
Risk-free interest rate per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.043
Expected volatility per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	1.041
Contractual expiration
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Derivative Liability, Measurement Input \| Y	2.2
Stock price
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.19
Market yield (credit risk)
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.138
JGB warrants \| Risk-free interest rate per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input		0.042
JGB warrants \| Expected volatility per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input		0.881
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		19.125
JGB warrants \| Stock price
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input		13.65
Omnia Warrants \| Risk-free interest rate per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	0.046	0.041
Omnia Warrants \| Expected volatility per year
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	0.909	0.838
Omnia Warrants \| Contractual expiration
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input \| Y	6.6	7.5
Omnia Warrants \| Exercise price
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	12.828	12.828
Omnia Warrants \| Stock price
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants measurement input	0.19	13.65

CAPITAL RAISE AND WARRANTS FO_3

CAPITAL RAISE AND WARRANTS FOR COMMON STOCK - Direct Offering & Warrant Repricing (Details) - USD ($) $ / shares in Units, $ in Thousands									1 Months Ended			2 Months Ended	12 Months Ended
	Dec. 07, 2023	Oct. 31, 2023	Oct. 19, 2023	Oct. 17, 2023	Jul. 19, 2023	Jul. 06, 2023	Jun. 19, 2023	Jul. 21, 2022	Jan. 31, 2024	Dec. 31, 2023	Oct. 31, 2023	Feb. 15, 2024	Dec. 31, 2023	Dec. 31, 2022	Nov. 28, 2023	Oct. 20, 2023	Oct. 18, 2023	Oct. 16, 2023	Jul. 31, 2023	Jun. 18, 2023	Jul. 31, 2022
CAPITAL RAISE AND WARRANT ACTIVITY
Stock issued in connection with capital raise													$ 22,880	$ 32,484
Other general expense			$ 288
Net proceeds from direct offering			5,250
Payments of Stock Issuance Costs			$ 367									$ 165
Shares represented by warrants																		166,667	390,247
Exercise price		$ 0.1765									$ 0.1765
Exercised													(18,084,052)
Warrant outstanding balance										47,757,376			47,757,376	1,138,212
Abandoned													325,205
Issued													65,028,421	1,138,212
Number of warrants repriced		747,974
Change in fair value of warrant liabilities													$ (364)
Aggregate number of pre-funded warrants in percentage				10%
Percentage of public offering accompanying common warrant				125%
Subsequent Event
CAPITAL RAISE AND WARRANT ACTIVITY
Net proceeds from direct offering												$ 2,421
Shares represented by warrants												13,132,268
Exercise price												$ 0.1844
Warrant outstanding balance												57,299,308
Prefunded Warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Stock issued in connection with capital raise (in shares)											2,399,512
Exercise price				$ 0.5249
Exercised											3,800,000
Warrant outstanding balance		13,500,000									13,500,000
Combined public offering price, per share				0.0001
Prefunded Warrants \| Subsequent Event
CAPITAL RAISE AND WARRANT ACTIVITY
Exercised									10,800,000
Common Warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price				$ 0.525
Placement Agent Warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Stock issued in connection with capital raise (in shares)				1,000,000
Shares issue price				$ 0.65625
Private placement
CAPITAL RAISE AND WARRANT ACTIVITY
Stock issued in connection with capital raise								$ 35,000
Stock issued in connection with capital raise (in shares)								1,138,221
Shares issue price								$ 30.75
Net proceeds from direct offering								$ 32,484
Registered Direct Offering
CAPITAL RAISE AND WARRANT ACTIVITY
Stock issued in connection with capital raise					$ 11,700	$ 3,000	$ 5,300
Stock issued in connection with capital raise (in shares)					4,373,219	778,634	747,974
Shares issue price					$ 2.67	$ 3.80	$ 7.05
Net proceeds from direct offering					$ 10,742	$ 2,722	$ 4,800						25,158	$ 35,000
Payments of Stock Issuance Costs													$ 2,279	$ 2,516
Shares represented by warrants					8,746,438	1,557,268	747,974
Exercise price		$ 0.525	$ 2.42		$ 2.42	$ 3.80	$ 7.05				$ 0.525					$ 0.525	$ 3.80		$ 2.42		$ 30.75
Warrant outstanding balance			11,799,654																		65,042
Abandoned	325,205
Issued							0
Number of warrants repriced					8,746,438	1,557,268
Public Equity Offering
CAPITAL RAISE AND WARRANT ACTIVITY
Stock issued in connection with capital raise (in shares)				7,600,000
Shares issue price				$ 0.00001
Shares represented by warrants				20,000,000
Public Equity Offering \| Prefunded Warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Shares represented by warrants				2,400,000
Class Of warrant Or right exercise price one \| Registered Direct Offering
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price																			3.80
Class Of warrant Or right exercise price two \| Registered Direct Offering
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price																			$ 2.42
Private Placement Warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price							$ 7.05													$ 30.75
Number of warrants repriced							747,974
Change in fair value of warrant liabilities							$ 2,025
Private Placement Warrants \| Private placement
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price								$ 30.75
Private Placement Warrants \| Private placement \| Maximum
CAPITAL RAISE AND WARRANT ACTIVITY
Shares represented by warrants								1,138,221
July 19, 2023 RDO warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price										$ 0.2042			$ 0.2042
Warrant outstanding balance										1,225,000			1,225,000
July 19, 2023 RDO warrants \| Registered Direct Offering
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price		$ 0.525			$ 0.1765						$ 0.525
Exercised					7,521,438
Warrant outstanding balance										1,225,000			1,225,000
July 19, 2023 RDO warrants \| Registered Direct Offering \| Subsequent Event
CAPITAL RAISE AND WARRANT ACTIVITY
Exercised									775,000
Inducement warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Other general expense										$ 58
Shares represented by warrants										15,517,386			15,517,386
Exercise price										$ 0.2042			$ 0.2042		$ 0.525
Warrant outstanding balance										31,034,772			31,034,772		31,779,654
Issued										31,034,772
Change in fair value of warrant liabilities										$ 883
Percentage of public offering accompanying common warrant															200%
Inducement warrants \| Common Warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price										$ 0.215			$ 0.215
October 2023 CMPO warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price										$ 0.2042			$ 0.2042
Warrant outstanding balance										13,500,000			13,500,000
July 6, 2023 RDO warrants
CAPITAL RAISE AND WARRANT ACTIVITY
Exercise price										$ 0.2042			$ 0.2042
Warrant outstanding balance										1,557,268			1,557,268
July 6, 2023 RDO warrants \| Registered Direct Offering
CAPITAL RAISE AND WARRANT ACTIVITY
Exercised													1,557,368
July 6, 2023 RDO warrants \| Registered Direct Offering \| Subsequent Event
CAPITAL RAISE AND WARRANT ACTIVITY
Warrant outstanding balance									1,557,368

CAPITAL RAISE AND WARRANTS FO_4

CAPITAL RAISE AND WARRANTS FOR COMMON STOCK - Warrants and ATM Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands						1 Months Ended		2 Months Ended	12 Months Ended
	Oct. 19, 2023	Oct. 16, 2023	Jun. 22, 2023	Jun. 19, 2023	Mar. 03, 2023	Dec. 31, 2023	Mar. 31, 2023	Feb. 15, 2024	Dec. 31, 2023	Dec. 31, 2022	Nov. 28, 2023	Oct. 31, 2023	Oct. 17, 2023	Jul. 31, 2023	Jan. 31, 2023
Class of Warrant or Right [Line Items]
Net proceeds from warrant exercise									$ 3,044
Warrant outstanding beginning balance								47,757,376	1,138,212
Exercised									(18,084,052)
Abandoned									(325,205)
Issued									65,028,421	1,138,212
Warrant outstanding ending balance						47,757,376			47,757,376	1,138,212
Shares represented by warrants		166,667												390,247
Exercise price												$ 0.1765
Percentage of public offering accompanying common warrant													125%
Fair value of warrants						$ 5,791			$ 5,791
Other general expense	$ 288
Change in fair value of warrant liabilities									(364)
Warrant aggregate put price		$ 2,500
issuance of the warrants without the put provision									$ 1,577
Subsequent Event
Class of Warrant or Right [Line Items]
Net proceeds from warrant exercise								$ 2,421
Warrant outstanding ending balance								57,299,308
Shares represented by warrants								13,132,268
Exercise price								$ 0.1844
Senior Secured Credit Facility
Class of Warrant or Right [Line Items]
Warrant outstanding beginning balance								330,294
Warrant outstanding ending balance						330,294			330,294
Exercise price						$ 12.828			$ 12.828
Inducement Warrants[Member]
Class of Warrant or Right [Line Items]
Net proceeds from warrant exercise						$ 3,336
Warrant outstanding beginning balance								31,034,772
Issued						31,034,772
Warrant outstanding ending balance						31,034,772			31,034,772
Shares represented by warrants						15,517,386			15,517,386
Exercise price						$ 0.2042			$ 0.2042		$ 0.525
Percentage of public offering accompanying common warrant											200%
Fair value of warrants						$ 6,596			$ 6,596
Warrants issuance costs						234			234
Other general expense						58
Change in fair value of warrant liabilities						883
JGB warrants
Class of Warrant or Right [Line Items]
Shares represented by warrants				496,960	333,334
Exercise price				$ 12.828	$ 19.125										$ 15
Warrants term					5 years
Premium percentage					50%
Fair value of warrants					$ 4,475
Warrants issuance costs					$ 139
Deemed dividend from trigger of anti-dilution provision feature				$ 367
Anti-dilution adjustments on warrants				$ 0
Issuance of the warrants with the put provision						$ 2,898			2,898
issuance of the warrants without the put provision									$ 1,577
JGB warrants \| Senior secured debentures
Class of Warrant or Right [Line Items]
Shares represented by warrants			496,960		333,334
Exercise price			$ 12.828		$ 19.125
Fair value of warrants					$ 4,475
Anti-dilution adjustments on warrants			$ 0
Omnia Warrants
Class of Warrant or Right [Line Items]
Warrant outstanding beginning balance								45,000
Warrant outstanding ending balance						45,000			45,000
Shares represented by warrants					45,000
Exercise price					$ 12.828	$ 12.828			$ 12.828						$ 30
Warrants term					7 years
Fair value of warrants					$ 1,316
July 2022 Warrants
Class of Warrant or Right [Line Items]
Warrant outstanding beginning balance								65,042
Warrant outstanding ending balance						65,042			65,042
Exercise price						$ 30.75			$ 30.75
ATM Offering
Class of Warrant or Right [Line Items]
Authorized amount							$ 50,000
Percentage of sales commission							3%

CAPITAL RAISE AND WARRANTS FO_5

CAPITAL RAISE AND WARRANTS FOR COMMON STOCK - Schedule of warrant activity (Details) - $ / shares	Dec. 31, 2023	Nov. 28, 2023	Oct. 31, 2023	Mar. 03, 2023	Jan. 31, 2023
Class of Warrant or Right [Line Items]
Exercise price			$ 0.1765
Senior Secured Credit Facility - JGB
Class of Warrant or Right [Line Items]
Exercise price	$ 12.828
July 2022 RDO warrants
Class of Warrant or Right [Line Items]
Exercise price	30.75
Subordinated Note - Omnia
Class of Warrant or Right [Line Items]
Exercise price	12.828			$ 12.828	$ 30
July 6, 2023 RDO warrants
Class of Warrant or Right [Line Items]
Exercise price	0.2042
July 19, 2023 RDO warrants
Class of Warrant or Right [Line Items]
Exercise price	0.2042
October 2023 CMPO warrants
Class of Warrant or Right [Line Items]
Exercise price	0.2042
Inducement warrants
Class of Warrant or Right [Line Items]
Exercise price	$ 0.2042	$ 0.525

CAPITAL RAISE AND WARRANTS FO_6

CAPITAL RAISE AND WARRANTS FOR COMMON STOCK - Valuation Techniques (Details)	Dec. 31, 2023 $ / shares Y	Mar. 03, 2023 Y $ / shares
JGB warrants \| Risk-free interest rate per year
Class of Warrant or Right [Line Items]
Warrants measurement input		0.042
JGB warrants \| Expected volatility per year
Class of Warrant or Right [Line Items]
Warrants measurement input		0.881
JGB warrants \| Contractual expiration
Class of Warrant or Right [Line Items]
Warrants measurement input \| Y		5.5
JGB warrants \| Exercise price
Class of Warrant or Right [Line Items]
Warrants measurement input		19.125
JGB warrants \| Stock price
Class of Warrant or Right [Line Items]
Warrants measurement input		13.65
Omnia Warrants \| Risk-free interest rate per year
Class of Warrant or Right [Line Items]
Warrants measurement input	0.046	0.041
Omnia Warrants \| Expected volatility per year
Class of Warrant or Right [Line Items]
Warrants measurement input	0.909	0.838
Omnia Warrants \| Contractual expiration
Class of Warrant or Right [Line Items]
Warrants measurement input \| Y	6.6	7.5
Omnia Warrants \| Exercise price
Class of Warrant or Right [Line Items]
Warrants measurement input	12.828	12.828
Omnia Warrants \| Stock price
Class of Warrant or Right [Line Items]
Warrants measurement input	0.19	13.65

CAPITAL RAISE AND WARRANTS FO_7

CAPITAL RAISE AND WARRANTS FOR COMMON STOCK - Schedule of sale of stock (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 19, 2023	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock	$ 5,250
ATM
Subsidiary, Sale of Stock [Line Items]
Number of common shares issued		284
Weighted average sale price per share		$ 9.65
Proceeds from issuance of common stock		$ 2,741
Net proceeds		$ 2,563

RETIREMENT PLAN (Details)

RETIREMENT PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
RETIREMENT PLAN (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
RETIREMENT PLAN
Employer match of employee contribution, as a percent	3%
Employer contribution	$ 231	$ 198

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Licenses (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Future Commitments
2024	$ 689
2025	374
2026	350
2027	100
2028 & After	3,575
Contractual Obligation, Total	5,088
License Agreement \| North Carolina State University
Future Commitments
2024	100
2025	100
2026	100
2027	100
2028 & After	3,575
Contractual Obligation, Total	3,975
License Agreement \| North Carolina State University
Future Commitments
2024	150
2025	250
2026	250
Contractual Obligation, Total	650
Consulting Agreements \| Various
Future Commitments
2024	214
2025	24
Contractual Obligation, Total	238
Growing Agreements \| Various
Future Commitments
2024	225
Contractual Obligation, Total	$ 225

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - MRTP, litigation (Details) $ in Thousands	Oct. 23, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jan. 15, 2020 item	Nov. 19, 2019 item
COMMITMENTS AND CONTINGENCIES
Number of counts \| item			3	3
Damages sought, Value	$ 3,000
Maximum
COMMITMENTS AND CONTINGENCIES
Accrual of an additional amount		$ 1,314

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES - Insurance recoveries (Details) - USD ($) $ in Thousands		1 Months Ended
	Dec. 22, 2023	Nov. 30, 2022	Dec. 05, 2023
COMMITMENTS AND CONTINGENCIES
Insurance settlements receivable			$ 768
Insurance proceeds	$ 1,000	$ 5,000

COMMITMENTS AND CONTINGENCIES_4

COMMITMENTS AND CONTINGENCIES - Needle Rock Farms and KeyGene Dispute (Details) - USD ($) $ in Thousands			1 Months Ended
	Jan. 08, 2024	Mar. 20, 2022	Mar. 31, 2023
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
KeyGene Dispute \| KeyGene
Other Commitments [Line Items]
Collaboration research agreement		3 years
Payment amount	$ 1,885
Services performed	$ 881

DEBT - (Details)

DEBT - (Details) $ / shares in Units, $ in Thousands						1 Months Ended	12 Months Ended
DEBT - (Details) $ / shares in Units, $ in Thousands	Dec. 22, 2023 USD ($) a	Oct. 16, 2023 USD ($) shares	Jun. 22, 2023 USD ($) $ / shares shares	Jun. 19, 2023 USD ($) $ / shares shares	Mar. 03, 2023 USD ($) $ / shares shares	Nov. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Oct. 31, 2023 $ / shares	Sep. 30, 2023	Sep. 03, 2023 $ / shares shares	Jul. 31, 2023 shares	Jun. 30, 2023	Jan. 31, 2023 $ / shares	Jun. 30, 2022
DEBT
Principal balance		$ 3,800
Rate of interest	12%								9.38%			7.88%		3.25%
Shares represented by warrants \| shares		166,667									390,247
Exercise price \| $ / shares								$ 0.1765
Fair value of warrants							$ 5,791
Debt issuance costs							1,053
Debt exit payments							1,053
Third party debt issuance costs							801
Restricted cash							7,500
Revenue Debentures agreement amount		$ 18,500
Amended revenue Debentures agreement amount		15,500
Amount required in escrow fund		7,500
Pledged Indebtedness nonmonetary transaction		2,600
Reduction of Put Price amount		2,000
Balance reduction of Debentures		600
Loss on sale of financial asset		895
Warrant aggregate put price		2,500
Note payable amount on the Maturity Date		$ 500
Outstanding principal amount	$ 2,200
Cash payment	1,100
Cash outflow made by buyer	1,100
Unusual or Infrequent Item, or Both, Insurance Proceeds	1,000					$ 5,000
Limit for insurance proceeds	$ 5,000
Area of real estate property \| a	224
Additional debt reduction	$ 1,000
Current portion of long-term debt							$ 5,848
Convertible conversion price \| $ / shares							$ 1
Redemption price percentage							20%
Debt extinguishment charges							$ (5,158)
Derivative liability at fair value amount							$ 557
JGB warrants
DEBT
Shares represented by warrants \| shares				496,960	333,334
Warrants term					5 years
Exercise price \| $ / shares				$ 12.828	$ 19.125								$ 15
Fair value of warrants					$ 4,475
Anti-dilution adjustments on warrants				$ 0
Omnia Warrants
DEBT
Shares represented by warrants \| shares					45,000
Warrants term					7 years
Exercise price \| $ / shares					$ 12.828		$ 12.828						$ 30
Fair value of warrants					$ 1,316
Real estate farm assets \| Borrowings
DEBT
Collateral amount							$ 2,000
Senior secured debentures
DEBT
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
Redemption price (as a percent)					3%
Senior secured debentures \| Holders option, commencing on March 3, 2024
DEBT
Redemption price (as a percent)					2%
Senior secured debentures \| JGB warrants
DEBT
Shares represented by warrants \| shares			496,960		333,334
Exercise price \| $ / shares			$ 12.828		$ 19.125
Fair value of warrants					$ 4,475
Debt issuance costs					139
Anti-dilution adjustments on warrants			$ 0
Subordinated note
DEBT
Principal balance					$ 2,865		$ 2,865
PIK Interest rate					26.50%
Paid In Kind Interest Accrual							695
Accrued paid in kind interest refinanced					$ 365
Subordinated note \| Omnia Warrants
DEBT
Shares represented by warrants \| shares										45,000
Warrants term										7 years
Exercise price \| $ / shares										$ 12.828
Fair value of warrants					1,316
October note
DEBT
Principal balance					$ 1,000
Rate of interest					12%
January note
DEBT
Principal balance					$ 1,500
Rate of interest					12%
GVB Promissory note
DEBT
Principal balance	$ 2,000
GVB Promissory note \| Borrowings
DEBT
Collateral amount							$ 1,000
Senior Secured Credit Facility
DEBT
Exercise price \| $ / shares							$ 12.828
Current portion of long-term debt							$ 3,000

DEBT - Long-term debt (Details)

DEBT - Long-term debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
DEBT
Unamortized discount on loan and deferred debt issuance costs	$ (1,453)	$ (8,698)
Total	13,906
Current portion of long-term debt	(5,848)
Long-term debt	8,058
Senior Secured Credit Facility
DEBT
Total debt	11,805
Current portion of long-term debt	(3,000)
Subordinated Note
DEBT
Total debt	$ 3,554

DEBT - Contractual maturities (

DEBT - Contractual maturities (Details) - Senior Secured Credit Facility $ in Thousands	Dec. 31, 2023 USD ($)
Future minimum principal payments
2024	$ 5,848
2026	$ 8,058

DEBT - Unamortized discount and

DEBT - Unamortized discount and deferred debt issuance costs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
DEBT
Issuance	$ 8,698
Amortization during the period	(2,087)
Debt extinguishment charges	(5,158)
Unamortized discount and deferred debt issuance costs, at the end	$ 1,453

NOTES AND LOANS PAYABLE (Detail

NOTES AND LOANS PAYABLE (Details) - USD ($) $ in Thousands	3 Months Ended				12 Months Ended
NOTES AND LOANS PAYABLE (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 22, 2023	Oct. 16, 2023
NOTES AND LOANS PAYABLE
Directors And Officers insurance, policy term		1 year	1 year	1 year
Annual premium		$ 1,626		$ 2,394
Premium paid	$ 143	285	$ 90	400
Proceeds from note payable issuance		$ 1,341	$ 168	$ 1,994
Debt instrument term	6 months	10 months		10 months
Rate of interest	9.38%	7.88%		3.25%			12%
Principal balance								$ 3,800
Repayments of notes payable					$ 5,581	$ 3,822
Insurance loans payable					543	689
Total current notes and loans payable					$ 543	$ 689

EQUITY BASED COMPENSATION (Deta

EQUITY BASED COMPENSATION (Details) - shares	May 20, 2021	Dec. 31, 2023	Dec. 31, 2021
EQUITY BASED COMPENSATION
Number of shares authorized as of date			233,334
Additional shares authorized during the period	333,334
Plan term	10 years
Number of shares remaining for future awards		606,406

EQUITY BASED COMPENSATION - Com

EQUITY BASED COMPENSATION - Compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
EQUITY BASED COMPENSATION
Total equity based compensation - continuing operations	$ 2,231	$ 5,434
Total equity based compensation - discontinued operations	448	55
Total equity based compensation	2,679	5,489
Employee termination forfeitures	1,960	84
Accelerated equity compensation expense	523	1,237
Sales, general, and administrative
EQUITY BASED COMPENSATION
Total equity based compensation - continuing operations	2,052	5,252
Research and development
EQUITY BASED COMPENSATION
Total equity based compensation - continuing operations	$ 179	$ 182

EQUITY BASED COMPENSATION - RSU

EQUITY BASED COMPENSATION - RSUs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
RSUs, Number of shares
Unvested, Ending Balance	269	211
Granted	293	236
Vested	(147)	(154)
Forfeited	(260)	(24)
Forfeited	155	269
RSUs, Weighted average grant-date fair value
Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance	$ 31.88	$ 37.50
RSUs granted, Weighted average grant-date fair value	12.44	29.40
RSUs vested, grant-date fair value	29.67	31.65
RSUs forfeited, grant-date fair value	20.86	35.85
Nonvested, Weighted Average Grant Date Fair Value, Ending Balance	$ 15.69	$ 31.88
Fair value of RSUs that vested during the period	$ 1,838	$ 4,505
Restricted Stock Units
RSUs, Weighted average grant-date fair value
Unrecognized compensation, RSUs	$ 823
Unrecognized compensation, period for recognition	1 year 8 months 12 days
Share based payment arrangement, Non vested award cost not yet recognized	$ 786

EQUITY BASED COMPENSATION - Sto

EQUITY BASED COMPENSATION - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Options
Outstanding, Beginning of Period	327,000	345,000
Exercised		(10,000)
Expired	(7,000)	(1,000)
Forfeited	(101,000)	(7,000)
Outstanding, End of Period	219,000	327,000
Exercisable, number, End of Period	213,000
Options, Weighted Average Exercise Price
Options, Beginning of Period, weighted average exercise price	$ 24.82	$ 24.75
Options exercised, weighted average exercise price		17.40
Options expired, weighted average exercise price	41.40	41.40
Options forfeited, weighted average exercise price	21.29	20.85
Options, End of Period, weighted average exercise price	26.34	$ 24.82
Options exercisable, End of Period, weighted average exercise price	$ 25.95
Weighted Average Remaining Contractual Term
Options, End of Period, weighted average remaining contractual term	1 year 10 months 24 days
Options exercisable, End of Period, weighted average remaining contractual term	1 year 9 months 18 days
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option activity	0	0
Weighted Average Remaining Contractual Term
unrecognized compensation expense	$ 190

LOSS PER COMMON SHARE (Details)

LOSS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
EARNINGS PER SHARE
Net loss from continuing operations	$ (22,068)	$ (8,081)	$ (13,707)	$ (10,830)	$ (11,114)	$ (10,490)	$ (7,699)	$ (7,250)	$ (54,686)	$ (36,553)
Net loss from discontinued operations									(86,089)	(23,248)
Net loss									(140,775)	(59,801)
Deemed dividends									(9,992)
Net loss available to common shareholders									$ (150,767)	$ (59,801)
Weighted average common shares outstanding - basic (in shares)									20,711	12,856
Weighted average common shares outstanding - diluted (in shares)									20,711	12,856
Basic loss per common share from continuing operations (in dollars per share)	$ (0.66)	$ (0.41)	$ (0.92)	$ (0.75)	$ (0.77)	$ (0.75)	$ (0.63)	$ (0.67)	$ (2.64)	$ (2.84)
Diluted loss per common share from continuing operations (in dollars per share)	$ (0.66)	$ (0.41)	$ (0.92)	$ (0.75)	$ (0.77)	$ (0.75)	$ (0.63)	$ (0.67)	(2.64)	(2.84)
Basic loss per common share from discontinued operations (in dollars per share)									(4.16)	(1.81)
Diluted loss per common share from discontinued operations (in dollars per share)									(4.16)	(1.81)
Basic loss per common share from deemed dividends									(0.48)
Diluted loss per common share from deemed dividends									(0.48)
Basic loss per common share (in dollars per share)									(7.28)	(4.65)
Diluted loss per common share (in dollars per share)									$ (7.28)	$ (4.65)
Effect of dilutive securities:
Anti-dilutive shares									48,131	1,734
Warrants
Effect of dilutive securities:
Anti-dilutive shares									47,757	1,138
Options
Effect of dilutive securities:
Anti-dilutive shares									219	327
Restricted Stock Units
Effect of dilutive securities:
Anti-dilutive shares									155	269

REVENUE RECOGNITION (Details)

REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	12 Months Ended
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
REVENUE RECOGNITION
Allowance amount for discounts or returns and allowances	$ 0	$ 0
Excise taxes	10,413	12,619
Unbilled receivables	1,053	354	$ 178
Deferred income	(726)	(688)	(119)
Net contract assets (liabilities)	327	(334)	$ 59
Revenue recorded in contract asset	$ 688	$ 119
Maximum
REVENUE RECOGNITION
Payment period	21 days
Tobacco
REVENUE RECOGNITION
Revenue Recognized Over Time, Percent	63%	74%

REVENUE RECOGNITION - Concentra

REVENUE RECOGNITION - Concentration of risk (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Customer A
Concentration Risk [Line Items]
Concentration Risk, Percentage	31.49%	23.61%
Customer B
Concentration Risk [Line Items]
Concentration Risk, Percentage	23.92%	23.22%
Customer C
Concentration Risk [Line Items]
Concentration Risk, Percentage	21.70%	35.20%
All other customers
Concentration Risk [Line Items]
Concentration Risk, Percentage	22.89%	17.97%

OTHER OPERATING EXPENSES (INC_3

OTHER OPERATING EXPENSES (INCOME), NET - Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring costs:
Impairment of intangible assets (see Note 7)	$ 1,375	$ 35
Impairment of fixed assets	56
Professional services	763
Severance (see Note 1)	221
Total Restructuring costs	2,415	35
Acquisition and transaction costs	223
Gain on sale or disposal of property, plant and equipment	$ (111)	$ (362)

INCOME TAXES - Provision (Detai

INCOME TAXES - Provision (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Provision (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current:
State	$ 40	$ 14
Total current provision	40	14
Deferred:
Federal	(11,351)	(6,610)
State	(736)	(4,404)
Total deferred benefit	(12,087)	(11,014)
Change in valuation allowance	12,094	11,021
Total income tax provision	$ 47	$ 21

INCOME TAXES - Rate reconciliat

INCOME TAXES - Rate reconciliation (Details)	12 Months Ended
INCOME TAXES - Rate reconciliation (Details)	Dec. 31, 2023	Dec. 31, 2022
INCOME TAXES
Statutory federal rate	21%	21%
Other items	0.20%	(0.80%)
Stock based compensation	(0.80%)	(1.30%)
Research and development credit carryforward	0.40%
State tax, net of federal benefit	1.30%	12%
162(m) limitation	(0.20%)	(0.90%)
Valuation allowance	(22.00%)	(30.10%)
Effective tax rate	(0.10%)	(0.10%)

INCOME TAXES - Deferred Tax Ass

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carry-forward	$ 54,453	$ 34,029
Inventory	2,020	220
Stock-based compensation	862	1,144
Start-up expenditures	155	175
Research and development credit carryforward	1,424	1,205
Accrued bonus	133	458
Severance liability	95	151
Allowance for doubtful accounts	2
Research and development costs	1,617	813
Operating lease obligations	476	229
Capital loss on investment	2,449	2,209
Capitalized legal fees	581
Other	1,758	50
Total deferred tax assets	66,025	40,683
Deferred tax liabilities:
Machinery and equipment	(283)	(221)
Patents and trademarks	(193)	(203)
Operating lease right-of-use assets	(467)	(225)
Other intangible assets	(385)	(334)
Total deferred tax liabilities	(1,328)	(983)
Valuation allowance	(64,763)	(39,759)
Net deferred taxes	$ (66)	$ (59)

INCOME TAXES - NOLs, Unrecogniz

INCOME TAXES - NOLs, Unrecognized (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2017
INCOME TAXES
Net operating loss carryforward	$ 193,322
Accumulated an net operating loss carryforward			$ 46,920
Research and development credit carryforward	1,424	$ 1,205
Capital loss carryover	9,932
Increased in valuation allowance	12,094	$ 11,021
Due to tax attributes	12,910
Liability for uncertain tax positions	$ 0

QUARTERLY REVENUE AND EARNING_3

QUARTERLY REVENUE AND EARNINGS DATA - UNAUDITED (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
QUARTERLY REVENUE AND EARNINGS DATA - UNAUDITED
Total Revenue, net	$ 7,357	$ 7,871	$ 8,050	$ 8,926	$ 9,951	$ 11,535	$ 9,970	$ 9,045	$ 32,204	$ 40,501
Gross profit (loss)	(7,829)	77	(961)	17	(44)	636	928	328	(8,696)	1,847
Net loss from continuing operations	$ (22,068)	$ (8,081)	$ (13,707)	$ (10,830)	$ (11,114)	$ (10,490)	$ (7,699)	$ (7,250)	$ (54,686)	$ (36,553)
Basic loss per common share from continuing operations (in dollars per share)	$ (0.66)	$ (0.41)	$ (0.92)	$ (0.75)	$ (0.77)	$ (0.75)	$ (0.63)	$ (0.67)	$ (2.64)	$ (2.84)
Diluted loss per common share from continuing operations (in dollars per share)	$ (0.66)	$ (0.41)	$ (0.92)	$ (0.75)	$ (0.77)	$ (0.75)	$ (0.63)	$ (0.67)	$ (2.64)	$ (2.84)
(Decrease) increase in inventory reserve									$ 7,720
Loss on extinguishment of debt									$ (5,158)

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands			2 Months Ended	12 Months Ended
	Feb. 15, 2024	Oct. 19, 2023	Feb. 15, 2024	Dec. 31, 2023	Feb. 14, 2024	Oct. 31, 2023	Oct. 16, 2023	Jul. 31, 2023	Dec. 31, 2022
SUBSEQUENT EVENTS
Common stock, shares authorized				66,666,667					66,666,667
Shares represented by warrants							166,667	390,247
Exercise price						$ 0.1765
Net proceeds from direct offering		$ 5,250
Proceeds from Warrant Exercises				$ 3,044
Warrant outstanding balance				47,757,376					1,138,212
Subsequent Event
SUBSEQUENT EVENTS
Additional authorized stock issued during period (in shares)	250,000,000
Common stock, shares authorized					66,666,667
Shares represented by warrants	13,132,268		13,132,268
Exercise price	$ 0.1844		$ 0.1844
Net proceeds from direct offering			$ 2,421
Inducement Warrants Issued			26,264,536
Proceeds from Warrant Exercises			$ 2,421
Warrant outstanding balance	57,299,308		57,299,308
Lowest Nasdaq minimum price	$ 0.1765		$ 0.1765

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (140,775)	$ (59,801)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false