Greenlane Holdings SEC Filings

Greenlane Holdings is registering an at-the-market stock program to sell up to $5,355,687 of Class A common stock through Yorkville Securities on Nasdaq, with a 3.0% sales commission. These primary shares will be issued from time to time at prevailing market prices, and proceeds are earmarked for general corporate purposes and to support a new digital-asset-focused treasury policy.

The company has shifted its strategy to concentrate a significant portion of its balance sheet in BERA, the native token of the Berachain blockchain, including purchases, staking, validator operations, and DeFi activities. In October 2025 it completed a large PIPE financing, raising $110 million via cash and BERA-funded pre‑funded warrants and strategic advisor warrants, to build a BERA treasury and fund operations.

Greenlane outlines extensive risks from equity dilution, stock price volatility, heavy dependence on BERA prices, complex and evolving crypto regulation, custody and cyber threats, staking and validator “slashing,” and the possibility BERA could be deemed a security or push the company toward investment company status under the 1940 Act.

Greenlane Holdings, Inc. reported results from its 2025 annual meeting of stockholders and a change in board leadership. Following the meeting on December 9, 2025, the board appointed Bruce Linton as Chairman of the Board, effective immediately, with no arrangements or related-person transactions disclosed in connection with his appointment.

As of the record date, there were 1,386,551 shares of common stock outstanding and entitled to vote, with 462,294 shares represented in person or by proxy, or 33.34% of eligible shares. Stockholders elected five directors, ratified PKF O’Connor Davies, LLP as independent auditor, and approved increasing the shares available under the 2019 Equity Incentive Plan to 3,000,000 shares. They also approved the issuance of 3,328,012 shares and pre-funded warrants to acquire up to 25,294,068 shares of common stock under a financing proposal, and approved advisory pre-funded warrants and related share issuance for compensation purposes.

Greenlane Holdings, Inc. is registering 33,886,832 shares of common stock for resale by existing investors, including 3,328,012 PIPE Shares, 25,294,068 shares underlying pre-funded warrants and 5,264,752 shares underlying strategic advisor warrants. The company is not selling shares itself and will not receive proceeds from resales, other than any cash paid upon warrant exercise.

Greenlane describes an extensive restructuring focused on cost reduction, inventory discipline, sales-force changes and new product lines in cannabis accessories and related categories. It also adopts a new treasury policy concentrating a significant portion of its balance sheet in BERA, the native token of the Berachain blockchain, and outlines plans for staking, DeFi use, validator operations and self-custody, while highlighting substantial digital-asset and regulatory risks, including potential added stock volatility.

Greenlane Holdings (GNLN) filed its Q3 2025 report, showing sharply lower sales and a larger loss alongside a cleaned-up balance sheet. Net sales were $0.737 million versus $4.038 million a year ago, driven by a $5.0 million increase to inventory reserves that produced a gross loss. Net loss was $8.933 million for the quarter.

Cash was $1.810 million at September 30, 2025, with $11.802 million used in operating cash flow year‑to‑date. Total debt fell to $0 (from $7.674 million at year‑end) after repaying the Exchange Note and Cobra obligations, while stockholders’ equity rose to $11.013 million from $6.282 million due to prior financings despite losses. The company completed a 1‑for‑750 reverse stock split in June 2025, and had 1,501,551 Class A shares outstanding as of November 12, 2025.

Management disclosed that recurring losses and cash usage raise substantial doubt about the company’s ability to continue as a going concern. Plans include further cost reductions, monetizing legacy inventory, new products, partnerships, and seeking additional financing.

Greenlane Holdings, Inc. (GNLN) reported quarterly results. The company announced its financial results for the quarter ended September 30, 2025 and furnished a related press release as Exhibit 99.1 to a Form 8‑K.

The materials in Item 2.02 and Exhibit 99.1 are furnished and not deemed filed for purposes of Section 18 of the Exchange Act. The filing lists Greenlane’s Class A Common Stock (symbol GNLN) on the Nasdaq Capital Market and identifies Vanessa Guzmán-Clark, Chief Financial Officer, as the signatory.

Greenlane Holdings, Inc. schedules its 2025 virtual Annual Meeting for December 1, 2025 at 10:00 a.m. ET. Stockholders of record as of October 2, 2025 may vote online or by proxy. The Board recommends voting FOR all proposals.

Key items include: electing five directors and ratifying PKF O’Connor Davies, LLP as auditor for fiscal 2025. Stockholders will also vote to amend the 2019 Equity Incentive Plan to 3,000,000 shares, and to approve, under Nasdaq Rule 5635(a), the issuance of 3,328,012 shares and pre‑funded warrants to acquire up to 25,294,068 shares (Financing Proposal). A separate vote under Nasdaq Rule 5635(c) seeks approval for Advisory Warrants and shares issuable upon their exercise, plus an adjournment proposal. Shares outstanding were 1,386,551 Class A Common Stock as of the record date; this is a baseline figure, not an amount up for issuance.

Greenlane Holdings (GNLN): Director Form 4 filing — Director William Levy reported the grant of a Strategic Advisory Warrant to purchase up to 520,833 shares of Class A common stock at an exercise price of $0.01 per share. The grant date was October 23, 2025, as compensation for advisory services in connection with the company’s October 2025 PIPE financing.

The warrant becomes exercisable six months after issuance, subject to stockholder approval under Nasdaq listing Rule 5635(c), and expires on April 23, 2036. The securities are held indirectly by Plus 34 Holdings Inc., of which Mr. Levy is the sole director; he may be deemed to beneficially own the securities and disclaims beneficial ownership except to the extent of his pecuniary interest.

Greenlane Holdings (GNLN) disclosed an insider ownership update. Director William Levy filed an initial statement reporting a Strategic Advisory Warrant for up to 520,833 shares of Class A common stock at an exercise price of $0.01 per share. The warrant was granted on October 23, 2025 in connection with the company’s October 2025 PIPE financing, becomes exercisable six months after issuance subject to stockholder approval under Nasdaq Listing Rule 5635(c), and expires on April 23, 2036.

The securities are held indirectly through Plus 34 Holdings Inc. Mr. Levy is the sole director of Plus 34 Holdings Inc. and may be deemed to have beneficial ownership, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

Greenlane Holdings (GNLN) reported a director equity grant on a Form 4. On 10/23/2025, Bruce Linton was granted a Strategic Advisory Warrant to purchase up to 520,833 shares of Class A common stock at an exercise price of $0.01 per share as compensation for advisory services related to the company’s October 2025 PIPE financing. The warrant becomes exercisable six months after issuance, subject to stockholder approval under Nasdaq Listing Rule 5635(c), and expires on 04/23/2036. The securities are held indirectly by The Linton Family Trust (2040), for which Mr. Linton is trustee, and he disclaims beneficial ownership except to the extent of his pecuniary interest.