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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): April 21, 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.
As
previously disclosed, on March 25, 2026, Greenlane Holdings, Inc. (the “Company”) received a written notice
(the “Notice”) from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)
indicating that Nasdaq staff had determined to delist the Company’s Class A common stock, par value $0.01 per share (the “Common
Stock”) from the Nasdaq Capital Market since it failed to maintain a minimum bid price of $1.00 per share for 30 consecutive
business days, in violation of Nasdaq Listing Rule 5550(a)(2). The Company requested a hearing, which stayed the suspension of trading
pending the outcome of the hearing.
On
April 21, 2026, the Company was notified by Nasdaq that the Company has regained compliance with the minimum bid price requirement set
forth in Nasdaq Listing Rule 5550(a)(2) and that the Company is therefore in compliance with the Nasdaq Capital Market’s listing
requirements.
As
a result, the Company’s hearing that had been scheduled for May 5, 2026, has been cancelled, and this matter is now closed. The
Common Stock will continue to be listed and traded on The Nasdaq Capital Market.
Item
7.01. Regulation FD Disclosure.
On
April 21, 2026, the Company issued a press release announcing that it had entered into Lock-Up Agreements (as defined below) and
certain other updates with respect to the Company. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current
Report on Form 8-K (this “Current Report”).
On
April 27, 2026, the Company issued a press release announcing the letter from Nasdaq. A copy of the press release is furnished herewith
as Exhibit 99.2 to this Current Report.
The
information disclosed under this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 attached hereto, are
being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item
8.01. Other Events.
As
previously disclosed, the Company entered into a Strategic Advisory Agreement, dated October 23, 2025, with certain advisors (the “Advisors”)
pursuant to which the Company issued to the Advisors Strategic Advisor Warrants (the “Warrants”) to purchase
shares of Common Stock, in connection with the Company’s October 2025 PIPE financing. The Warrants have an initial exercise date
of April 23, 2026.
On April 21, 2026,
certain holders of the Warrants (the “Holders”) affiliated with the board of directors of the Company agreed
to enter into lock-up agreements (the “Lock-Up Agreements”) with respect to their Warrants and the underlying
shares of Common Stock issuable upon exercise of the Warrants (together with the Warrants the “Securities”).
Pursuant to the terms of the Lock-Up Agreements, the Holders have agreed not to sell, transfer, or otherwise dispose of the Securities
held by them until April 23, 2027, subject to certain exceptions. The Lock-Up Agreements relate to Warrants to purchase an aggregate
of 162,760 shares of Common Stock.
The foregoing summary
description of the Lock-Up Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the Lock-Up Agreements, a form of which is filed as Exhibit 99.3 hereto and incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press
Release, dated April 21, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated April 27, 2026. |
| |
|
|
| 99.3 |
|
Form
of Lock-Up Agreement. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 27,
2026 |
By: |
/s/ Jason
Hitchcock |
| |
Name: |
Jason Hitchcock |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Greenlane
Holdings Announces Upcoming Pre-Funded Warrant Conversion and Lock-Up of Strategic Advisor Warrants
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, Florida – April 21, 2026 – 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
Exhibit
99.2
FOR
IMMEDIATE RELEASE
Greenlane
Holdings Regains Compliance with Nasdaq Minimum Bid Price Requirement
BOCA
RATON, Fla., April 27, 2026 – Greenlane Holdings, Inc. (NASDAQ: GNLN) (“Greenlane” or the “Company”),
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 it has received notice from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that
it has regained compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing
Rule 5550(a)(2). Nasdaq further confirmed that the Company is now in compliance with all applicable continued listing standards.
As
a result, the Company’s Class A common stock will continue to be listed and traded on the Nasdaq Capital Market under the symbol
“GNLN.”
“We
are pleased to have regained compliance with Nasdaq’s minimum bid price requirement,” said Jason Hitchcock, Chief Executive
Officer. “Looking ahead, we remain confident in our Berachain-focused digital asset treasury strategy and our ability to create
long-term value for stockholders. That confidence is reinforced by the previously announced decision of members of our Board to voluntarily
extend the lock-up periods on their warrants, underscoring the alignment of our leadership with stockholders and our shared conviction
in the path forward. It is further reinforced by the approach of Berachain Investment Corporation, our largest PIPE financing participant,
which has elected to convert pre-funded warrants only up to its current 4.99% beneficial ownership
limitation and has reiterated to the Company that it views its position in Greenlane as a long-term strategic investment in the Berachain
ecosystem, with no current intention to sell the underlying shares or to convert its remaining pre-funded warrants for a period of twelve
months.”
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. 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 ability to
remain in compliance with listing standards and continue to be listed and traded on Nasdaq; the Company’s ability to create
long-term value for stockholders; 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; and the stated intentions of Berachain Investment
Corporation (“BIC”) with respect to the conversion of its Pre-Funded Warrants and the holding and disposition of its Pre-Funded
Warrants and the shares of Class A common stock underlying such Pre-Funded Warrants, which are based solely on communications received
by the Company from BIC, are not subject to any binding agreement, and may change at any time without notice to the Company or its stockholders.
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. Statements about the Berachain protocol, its consensus
model, ecosystem projects, and fundraising are based on publicly available information and/or information provided by third parties.
The Company has not independently verified all such information and makes no representation as to its accuracy or completeness. Protocol
parameters and incentive mechanisms may change over time through governance or other processes. 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 on March 31, 2026 and in other subsequent filings with the SEC.
These filings are available at www.sec.gov.
Investor
Relations Contact
Greenlane
Holdings, Inc.
Investor
Relations
greenlane@icrinc.com
Website:
investor.gnln.com
Media
Contact
Kevin
McGrath
PCG
Advisory
Email:
kevin@pcgadvisory.com
Exhibit
99.3
LOCK-UP
AGREEMENT
Greenlane
Holdings, Inc.
4800
N Federal Hwy, Suite B200
Boca
Raton, FL 33431
This
agreement (this “Lock-up Agreement”) is being delivered to you in connection with the Strategic Advisor Warrants
(the “Warrants”) to purchase shares of Class A common stock, par value $0.01 per share (the “Common
Stock”) of Greenlane Holdings, Inc., a Delaware corporation (the “Company”) issued to the undersigned
pursuant to the Strategic Advisory Agreement dated October 23, 2025 by and between certain advisors party thereto and the Company. The
Warrants and the shares of Common Stock underlying the Warrants are herein collectively referred to as the “Securities.”
In
light of the benefits that the Warrants confer upon you in your capacity as a securityholder of the Company, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby irrevocably agree that, without the prior written
consent of the Company, during the period beginning on the date hereof through and including April 23, 2027 (the “Lock-Up
Period”), you will not, and will not cause or direct any of your affiliates (as defined in Rule 405 under the Securities
Act of 1933, as amended (the “Securities Act”)) to, directly or indirectly, (1) offer for sale, sell, assign,
transfer, pledge, contract to sell, lend or otherwise dispose of (or enter into any transaction or agreement that is designed to, or
would reasonably be expected to, result in the disposition by any person at any time in the future of) the Securities, (2) enter into
any swap, hedge or similar agreement or arrangement (including, without limitation, the purchase or sale of, or entry into, any put or
call option, or combination thereof, forward, swap or any other derivatives transaction or instrument, however described or defined)
that transfers, is designed to transfer or reasonably could be expect to transfer (whether by the undersigned or someone other than the
undersigned) in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of any Securities, whether
any such transaction described in clause (1) or (2) above is to be settled by delivery of shares of Common Stock or other securities
of the Company, in cash or otherwise, (3) make any demand for or exercise any right or cause to be confidentially submitted or filed
a registration statement, including any amendments thereto, with respect to the registration of any Securities, provided that, to the
extent the undersigned has demand and/or piggyback registration rights under any registration rights agreement, investor rights agreement
or similar agreement, the undersigned may notify the Company privately that the undersigned is or will be exercising its demand and/or
piggyback registration rights under any such agreement following the expiration of the Lock-Up Period and undertake preparations related
thereto, or (4) publicly disclose the intention to do any of the foregoing (the “Lock-Up Restrictions”).
The
foregoing restrictions are expressly agreed to preclude you from engaging in any hedging or other transaction which is designed to, or
which reasonably could be expected to, lead to or result in a sale or disposition of the Securities even if such Securities would be
disposed of by someone other than you, including, without limitation, any short sale or any purchase, sale or grant of any right (including
without limitation any put or call option, forward, swap or any other derivative transaction or instrument) with respect to any shares
of Common Stock, or any other security of the Company that includes, relates to, or derives any significant part of its value from shares
of Common Stock or other securities of the Company.
The
foregoing restrictions, including without limitation the immediately preceding sentence, shall not apply to:
(a)
(i) any bona fide charitable gift or gifts, including, without limitation, to a charitable organization or educational institution,
or (ii) bona fide gifts, sales or other dispositions of shares of any class of the Company’s capital stock, in each case, that
are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned,
including its partners (if a partnership) or members (if a limited liability company); provided, that it shall be a condition
to any transfer pursuant to this clause (a) that (1) the transferee/donee agrees to be bound by the terms of this Lock-Up Agreement (including,
without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party
hereto, (2) any such transfer shall not involve a disposition for value, (3) each party (donor, donee, transferor or transferee) shall
agree to not voluntarily make, any filing or public announcement of the gift, sale or other disposition prior to the expiration of the
Lock-Up Period, and any required filing under the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes
thereto that the filing relates to the circumstances described in this clause (a); and (4) the undersigned notifies the Company at least
two business days prior to the proposed gift, sale or other disposition;
(b)
any transfers by will or intestacy; provided, that no public disclosure or filing under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), shall be voluntarily made during the Lock-Up Period and any required filing under
the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances
described in this clause (b);
(c)
any transfers pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution
of a marriage or civil union, provided, that no public disclosure or filing under the Exchange Act shall be voluntarily made during
the Lock-Up Period and any required filing under the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes
thereto that the filing relates to the circumstances described in this clause (c);
(d)
transfers or dispositions to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned
in a transaction not involving a disposition for value, or, if the undersigned is a trust, to a trustor or beneficiary of the trust,
or, if the undersigned is a corporation, partnership, limited liability company or other business entity, to another corporation, partnership,
limited liability company or other business entity that controls, is controlled by or is under common control with the undersigned or
as part of a disposition, transfer or distribution by the undersigned to partners, limited partners, stockholders, members or equityholders
of the undersigned, provided, in each case, that (1) any transferee agrees to be bound by the terms of this Lock-Up Agreement (including,
without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee(s) were a party hereto,
(2) any such transfer shall not involve a disposition for value, (3) no public disclosure or filing under the Exchange Act shall be voluntarily
made during the Lock-Up Period and (4) any required filing under the Exchange Act made during the Lock-Up Period shall clearly indicate
in the footnotes thereto that the filing relates to the circumstances described in this clause (d);
(e)
the conversion, exercise or exchange of the Warrants into Common Stock, provided, that such shares of Common Stock or other securities
issued upon conversion, exercise or exchange remain subject to the terms of this Lock-Up Agreement;
(f)
any transfers or commitments to transfer pursuant to a merger, consolidation, tender offer or other similar transaction involving a Change
of Control (as defined below) or reverse merger, provided, that in the event that such merger, consolidation, tender offer or other such
transaction involving a Change of Control or reverse merger is not completed, the Securities held by the undersigned shall remain subject
to the provisions of this Lock-Up Agreement;
(g)
the transfer by the undersigned of shares of Common Stock or any securities convertible into, exercisable or exchangeable for, shares
of Common Stock to the Company upon a vesting or settlement event of the Company’s securities or upon the exercise of Warrants
on a “cashless” or “net exercise” basis, or in a “sell-to-cover” transaction, in each case, to the
extent permitted by the Warrants, provided, that (1) the shares received upon exercise or settlement of such Warrants or other security
are subject to the terms of this Lock-Up Agreement, (2) no public disclosure or filing under the Exchange Act shall be voluntarily made
during the Lock-Up Period and (3) any required filing under the Exchange Act made during the Lock-Up Period shall clearly indicate in
the footnotes thereto that the filing relates to the circumstances described in this clause (g);
(h)
transfers that are approved by the prior written consent of the Company in its reasonable judgment, as determined by the Board of
Directors of the Company; and
(i)
transfers to any affiliate (as defined in Rule 405 under the Securities Act), provided that (i) such transfer is not for value, (ii)
the affiliate transferee agrees in writing, prior to such transfer, to be bound by the terms of this Lock-Up Agreement to the same extent
as if the affiliate were an original party hereto, and (iii) the undersigned provides the Company with at least two (2) business days’
prior written notice of such transfer, including the identity of the affiliate transferee and a copy of the executed agreement by which
the affiliate agrees to be bound by this Lock-Up Agreement.
“Change
of Control” shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar
transaction, in one transaction or a series of related transactions, the result of which is that any “person” (as defined
in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the
Exchange Act) of more than 50% of the voting capital stock of the Company (or the surviving entity).
This
Lock-Up Agreement and any transaction contemplated by this Lock-Up Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to conflict of laws principles that would result in the application of any other law than
the laws of the State of Delaware.
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. Any
obligations of the undersigned shall be binding upon the heirs and executors (in the case of individuals), personal representatives,
successors and assigns of the undersigned.
Dated:
April 21, 2026
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Address:_________________________________________ |
