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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 25, 2026
GREENLANE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38875 |
|
83-0806637 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 4800
N Federal Hwy, Suite B200 |
|
|
| Boca
Raton FL |
|
33431 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (877) 292-7660
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.01 par value per share |
|
GNLN |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
March 25, 2026, Greenlane Holdings, Inc. (the “Company”) received written notice (the “Notification Letter”)
from the staff of the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”)
that the Company no longer satisfies the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing
on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per
share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency
continues for a period of thirty (30) consecutive business days (collectively, the “Bid Price Rule”). Based on the closing
bid price of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), for the thirty (30)
consecutive business days from February 10, 2026 to March 24, 2026, the Company no longer satisfies the Bid Price Rule.
While
companies are typically afforded a 180-calendar day compliance period to comply with the Bid Price Rule, the Notification Letter stated
that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Nasdaq Listing
Rule 5810(c)(3)(A) due to the fact that the Company effected a reverse stock split over the prior one-year period or effected one or
more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. As noted by the Staff
in the Notification Letter, the Company effected a 1-for-11 reverse stock split on August 5, 2024, and a 1-for-750 reverse stock split
on June 27, 2025, resulting in a cumulative 1-for-8,250 reverse stock split ratio over the last two years.
The
Notification Letter stated that the Company’s securities will be subject to delisting from Nasdaq unless the Company timely requests
a hearing before the Nasdaq Hearings Panel (the “Panel”) by April 1, 2026. Accordingly, the Company intends to timely request
a hearing before the Panel, and at which point, such timely request will automatically stay any further suspension or delisting action
by Nasdaq pending the Panel’s decision. During the appeal process with the Panel, the Common Stock will continue to be listed and
trade on Nasdaq. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company
will be able to regain compliance and thereafter maintain its listing on Nasdaq.
Forward-Looking
Statements
This
Current Report on Form 8-K (“Current Report”) contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should
be considered forward-looking statements, including without limitation statements regarding the Company’s intent or ability to
regain compliance with the Bid Price Rule, the outcome of any Nasdaq hearing and appeal process and the Company’s intent or ability
to maintain the Common Stock’s listing on Nasdaq. All forward-looking statements reflect the Company’s beliefs and assumptions
only as of the date of this Current Report. The Company undertakes no obligation to update forward-looking statements to reflect future
events or circumstances.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
GREENLANE
HOLDINGS, INC.
|
| |
|
|
| Date:
March 30, 2026 |
By: |
/s/
Jason Hitchcock |
| |
Name: |
Jason Hitchcock |
| |
Title: |
Chief Executive Officer |
