Greenlane Holdings Announces Upcoming Pre-Funded Warrant Conversion and Lock-Up of Strategic Advisor Warrants

Greenlane Holdings (Nasdaq: GNLN) said Berachain Investment Corporation will convert 33,085 pre-funded warrants into class A common stock to remain at a 4.99% beneficial ownership limit as of April 21, 2026.

Rhea-AI Summary

Greenlane Holdings (Nasdaq: GNLN) said Berachain Investment Corporation will convert 33,085 pre-funded warrants into class A common stock to remain at a 4.99% beneficial ownership limit as of April 21, 2026.

Holders of 162,760 Strategic Advisor Warrants agreed to a lock-up through April 23, 2027, reducing near-term warrant sales and dilution.

Positive

• BIC conversion of 33,085 warrants maintains 4.99% ownership limit
• Strategic advisor lock-up covers 162,760 warrants until April 23, 2027
• PIPE participation of BIC reflects continued investor support after $110 million financing

Negative

• Potential dilution if BIC raises ownership to 19.99% (up to 157,387 shares)
• Shareholder approval required to exceed 19.99% under Nasdaq Rule 5635(d)

Argus Apr 22 session

+40.71% close to close Open Argus

Details

News Market Reaction – GNLN

In the Apr 22 session, GNLN gained 40.71%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +40.7% in the session following this news. A strong positive reaction aligns with h...

Analysis

The stock surged +40.7% in the session following this news. A strong positive reaction aligns with how Greenlane has historically responded to capital-structure and balance-sheet announcements, such as the prior $2.0M repurchase news. The combination of controlled pre-funded warrant conversion and extended lock-ups on strategic advisor warrants can be viewed as reducing near-term selling pressure. However, investors have previously seen sharp reversals around corporate actions, and existing warrant overhang plus broader digital-asset and listing risks could still influence sustainability.

Key Figures

Pre-funded warrants held: 1,476,464 warrants Initial conversion tranche: 33,085 shares Beneficial ownership cap: 4.99% +5 more

Pre-funded warrants held

1,476,464 warrants

BIC pre-funded warrants post 1-for-8 reverse split

Initial conversion tranche

33,085 shares

Shares of Class A common stock from pre-funded warrant conversion

Beneficial ownership cap

4.99%

Current maximum beneficial ownership allowed for BIC

Optional ownership cap

19.99%

Maximum cap BIC may elect with 61 days’ notice

Shares at 19.99% cap

157,387 shares

Maximum shares under 19.99% ownership based on current outstanding

PIPE financing size

$110 million

PIPE financing completed in October 2025

Advisor warrants locked

162,760 warrants

Strategic Advisor Warrants under lock-up until April 23, 2027

Total advisor warrants

658,092 warrants

Outstanding Strategic Advisor Warrants referenced in the article

Historical Context

5 past events · Latest: Apr 09

5 events

1. Apr 09

   Treasury & buyback

   24h Move

   +21.5%

   Digital asset treasury update and $2.0M share repurchase authorization announcement.

2. Apr 01

   Reverse stock split

   24h Move

   -21.6%

   Announcement of 1-for-8 reverse stock split to support Nasdaq compliance.

3. Mar 31

   Earnings & pivot

   24h Move

   -21.6%

   FY2025 results with steep revenue decline and large net loss plus strategic pivot.

4. Mar 03

   Investor overview

   24h Move

   +0.0%

   Posting of investor overview describing Berachain-focused digital asset strategy.

5. Mar 03

   Treasury deployment

   24h Move

   +0.0%

   Update on BERA holdings and deployment into validator infrastructure.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, lock-up agreement, beneficial ownership, Nasdaq Listing Rule 5635(d), +4 more

8 terms

pre-funded warrants financial

"BIC was issued Pre-Funded Warrants to purchase 1,476,464 shares of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

lock-up agreement financial

"which are subject to a lock-up agreement that is scheduled to expire on April 21, 2026"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

beneficial ownership financial

"Pursuant to current limitations on beneficial ownership, BIC is permitted to convert"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

View in glossary

Nasdaq Listing Rule 5635(d) regulatory

"would require a change ... as well as shareholder approval under Nasdaq Listing Rule 5635(d)"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Strategic Advisor Warrants financial

"holders of Strategic Advisor Warrants that were issued in connection with the Financing"

Strategic advisor warrants are contracts given to consultants or advisers that give them the right to buy a company’s stock later at a fixed price. Think of them like a coupon that lets an advisor purchase shares at today’s agreed price within a set time; they align the adviser’s incentives with the company’s success but can dilute existing shareholders if exercised.

PIPE financing financial

"BIC was the largest participant in the Company’s $110 million PIPE financing"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

Form 8-K regulatory

"will be filed with the U.S. Securities and Exchange Commission on a Current Report on Form 8-K"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

Berachain blockchain network technical

"BERA, the native digital asset of the Berachain blockchain network"

Berachain blockchain network is a blockchain platform that provides a shared, tamper-resistant digital ledger and an ecosystem for digital tokens, apps, and transactions governed by its own technical rules and token economic design. For investors it matters because the network’s security, adoption, transaction costs and governance mechanics directly affect the value and liquidity of any native tokens and the commercial success of apps built on the chain — think of it as the digital foundation and marketplace that determines how widely and cheaply businesses and users can operate.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Berachain Investment Corporation to Convert 33,085 of 1,476,464 Pre-Funded Warrants to Remain Within Contractual Beneficial Ownership Limitations; 

Select Strategic Advisor Warrant Holders Agree to a Lock-Up until April 2027

BOCA RATON, Fla., April 21, 2026 (GLOBE NEWSWIRE) -- Greenlane Holdings, Inc. (“Greenlane” or the “Company”) (Nasdaq: GNLN), a publicly traded digital asset treasury company with a strategic focus on BERA, the native digital asset of the Berachain blockchain network, today announced that the Berachain Investment Corporation (“BIC”), has notified the Company that it will be converting a portion of its pre-funded warrants (“Pre-Funded Warrants”) into shares of the Company’s class A common stock (“Common Stock”), representing no more than 4.99% of the issued and outstanding shares of the Company. BIC was the largest participant in the Company’s $110 million PIPE financing completed in October 2025 (the “Financing”) and, as a result of the Financing, a holder of Pre-Funded Warrants to purchase 1,476,464 shares of Common Stock (after giving effect to the Company’s 1-for-8 reverse stock split completed on April 6, 2026), which are subject to a lock-up agreement that is scheduled to expire on April 21, 2026.

In addition, members of our Board of Directors who are holders of Strategic Advisor Warrants that were issued in connection with the Financing have entered into lock-up agreements (the “Lock-Up Agreements”) with the Company. Such holders have agreed not to sell, transfer, or otherwise dispose of their Strategic Advisor Warrants and any underlying shares of Common Stock, subject to certain exceptions, until April 23, 2027.

Pre-Funded Warrant Details

BIC was issued Pre-Funded Warrants to purchase 1,476,464 shares of Common Stock in the Financing, which have been subject to a lock-up agreement that expires on April 21, 2026. Pursuant to current limitations on beneficial ownership, BIC is permitted to convert its Pre-Funded Warrants into Common Stock representing no more than 4.99% of the issued and outstanding shares of the Company at the time of conversion, representing 33,085 shares of Common Stock based on the number of outstanding and issued shares of the Company as of today. Upon giving 61 days’ notice to the Company, BIC could elect to raise its limitations on beneficial ownership to a maximum percentage of 19.99%, which would represent no more than 157,387 shares of Common Stock based on the number of outstanding and issued shares of the Company as of today. To convert additional Pre-Funded Warrants such that BIC’s ownership would exceed 19.99% of the Company’s outstanding shares would require a change to the contractual terms of the Pre-Funded Warrants as well as shareholder approval under Nasdaq Listing Rule 5635(d). We believe that BIC’s equity position in the Company reflects its continued confidence in Greenlane’s long-term strategic direction and the value of the Berachain ecosystem.

Lock-Up Agreement Details

Holders of 162,760 of the 658,092 outstanding Strategic Advisor Warrants have entered into the Lock-Up Agreements with the Company, pursuant to which they have agreed not to sell, transfer, or otherwise dispose of any such Strategic Advisor Warrants and any underlying shares of Common Stock, until April 23, 2027, subject to certain exceptions.

Additional Information

Additional details regarding the Lock-Up Agreements will be filed with the U.S. Securities and Exchange Commission (the “SEC”) on a Current Report on Form 8-K. The Current Report on Form 8-K, including the full text of the Lock-Up Agreements, will be available on the SEC’s website at www.sec.gov and on the Company’s investor relations website at investor.gnln.com.

About Greenlane Holdings, Inc.

Greenlane Holdings, Inc. (Nasdaq: GNLN) is a publicly traded digital asset treasury company and the only Nasdaq-listed company purpose-built to accumulate BERA and actively participate in Berachain’s Proof of Liquidity infrastructure. Holding approximately 77.9 million units of BERA, representing approximately 32% of circulating supply, Greenlane provides regulated, yield-generating exposure to Berachain through a standard brokerage account, with no cryptocurrency wallet, exchange account, or custody infrastructure required. For more information, visit www.gnln.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than statements of historical fact and may be identified by the use of words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project,” “continue,” “should,” and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements regarding: the Company’s expectations with respect to the impact of insiders’ restrictions on trading in the Common Stock on the Company’s share price stability and stockholder value; the growth of the Company’s BERA treasury position and participation in Berachain’s Proof of Liquidity economy; the Company’s plans regarding the acquisition, holding, staking, and deployment of BERA; and the Company’s financial performance, financial condition, and capital allocation strategy.

These forward-looking statements are based on current expectations, estimates, assumptions, and projections and involve known and unknown risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Important factors that could cause or contribute to such differences include, among others: the inherent volatility in the market price of BERA and other digital assets; the evolving and uncertain regulatory landscape for digital assets; cybersecurity risks; risks related to the Berachain network; the Company’s limited operating history with digital asset strategies; the Company’s ability to continue as a going concern; the adequacy of the Company’s capital resources and liquidity; general economic, market, and geopolitical conditions; and other risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC and in other subsequent filings with the SEC.

These filings are available at www.sec.gov. The forward-looking statements in this press release speak only as of the date of this document. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Cautionary Note Regarding Digital Assets

BERA is a digital asset that is not legal tender, is not backed by any government or central bank, and may be subject to extreme price volatility, regulatory uncertainty and technological risk. Investments in and exposures to digital assets such as BERA are highly speculative and may result in the loss of all or a substantial portion of the invested capital. The Company’s activities involving BERA and other digital assets may not be suitable for all investors and are subject to the risks described in the “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC and in other subsequent filings with the SEC. These filings are available at www.sec.gov.

Investor Relations Contact
Greenlane@icrinc.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many pre-funded warrants will Berachain Investment Corporation convert into GNLN shares on April 21, 2026?

BIC will convert 33,085 pre-funded warrants, representing a 4.99% ownership limit as of April 21, 2026. According to the company, this number reflects outstanding shares after the April 6, 2026 reverse split and current beneficial ownership caps.

What does the April 23, 2027 lock-up of Strategic Advisor Warrants mean for GNLN shareholders?

Holders agreed not to sell 162,760 Strategic Advisor Warrants or underlying shares until April 23, 2027. According to the company, this reduces near-term warrant-related selling pressure and limits immediate dilution from those warrants.

Could BIC increase its GNLN ownership above 4.99% and what would that involve?

Yes, BIC may raise its limit to a maximum of 19.99% by giving 61 days’ notice to the company. According to the company, converting beyond 19.99% would require amendment to warrant terms and shareholder approval under Nasdaq rules.

How many Strategic Advisor Warrants are outstanding and how many are locked up for GNLN?

658,092 Strategic Advisor Warrants are outstanding in total, and 162,760 of those are subject to the lock-up agreements. According to the company, the locked portion cannot be sold or transferred until April 23, 2027, subject to exceptions.

Where will investors find the full Lock-Up Agreement details for GNLN?

Full Lock-Up Agreement text will be filed on a Current Report on Form 8-K and available on the SEC website and investor relations site. According to the company, the Form 8-K will contain the complete agreement language and filing details.