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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 1, 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 7.01.
Regulation FD Disclosure.
On
April 1, 2026, Greenlane Holdings, Inc. issued a press release with respect to a pending reverse split of its Class A common stock. A
copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
The
information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is 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, and it shall not be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except
as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit Number |
|
Description |
| 99.1 |
|
Press Release, dated April 1, 2026. |
| 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 1, 2026 |
By: |
/s/
Jason Hitchcock |
| |
Name: |
Jason Hitchcock |
| |
Title:
|
Chief Executive Officer |
Exhibit
99.1
 |
| FOR
IMMEDIATE RELEASE
April
1, 2026 |
Greenlane
Holdings, Inc. Announces 1-for-8 Reverse Stock Split
BOCA
RATON, Fla., April 1, 2026 (GLOBE NEWSWIRE) – Greenlane Holdings, Inc. (“Greenlane” or the “Company”)
(Nasdaq: GNLN), a company with a Berachain-focused Digital Asset Treasury (“DAT”), today announced that it will effect a
reverse stock split of its outstanding shares of common stock at a ratio of 1-for-8, to be effective as of 12:01 a.m. Eastern Time on
April 6, 2026.
Greenlane’s
common stock will begin trading on a reverse stock split-adjusted basis at the opening of the market on April 6, 2026. Following the
reverse stock split, Greenlane’s common stock will continue to trade on The Nasdaq Capital Market under the symbol
“GNLN” with the new CUSIP number, 395330 608. The reverse stock split is intended to improve perception of the
Company’s common stock as an investment security, appeal to a broader range of investors, and maintain compliance with Nasdaq
Listing Rule 5550(a)(2).
The
reverse stock split will not change the authorized number of shares of Greenlane’s common stock. No fractional shares will be issued
in connection with the reverse stock split, and stockholders who would otherwise be entitled to receive a fractional share in connection
with the reverse stock split will instead receive a cash payment in lieu thereof equal to such fraction multiplied by the closing sales
price of Greenlane’s common stock as reported on The Nasdaq Capital Market on April 2, 2026. In addition, the reverse stock split
will apply to Greenlane’s common stock issuable (or deemed issuable, as applicable) upon the exercise or conversion, as applicable,
of certain of Greenlane’s outstanding warrants and stock options, with proportionate adjustments to be made to the exercise and
conversion prices thereof, in each case in accordance with the respective terms of such warrants and stock options (and the applicable
equity incentive plans).
The
reverse stock split will reduce the number of issued and outstanding shares of Greenlane’s common stock from approximately 5,039,563
to approximately 629,945.
At
Greenlane’s special meeting of stockholders held on March 25, 2026, Greenlane’s stockholders approved the reverse stock split
in connection with Greenlane’s common stock and gave Greenlane’s board of directors discretionary authority to select a ratio
for the reverse stock split ranging from 1-for-5 shares to 1-for-15 shares. Greenlane’s board of directors approved the reverse
stock split at a ratio of 1-for-8 on March 25, 2026.
Equiniti
Trust Company, LLC is acting as the exchange agent and paying agent for the reverse stock split. Stockholders holding their shares in
book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split. Equiniti Trust Company,
LLC will provide instructions to any stockholders with certificates regarding the process in connection with the exchange of pre-reverse
stock split stock certificates for ownership in book-entry form or stock certificates on a post-reverse stock split basis. Stockholders
are encouraged to contact their bank, broker or custodian with any procedural questions.
About
Greenlane
Founded
in 2005, Greenlane Holdings, Inc. (Nasdaq: GNLN) is a publicly traded digital asset treasury company with a strategic focus centered
on BERA, the native digital asset of the Berachain blockchain network. In addition to its digital asset treasury activities, the Company
continues to operate a reduced-scale wholesale and distribution business through an asset-light drop-ship model. For more information,
visit investor.gnln.com.
About
Berachain
Berachain
is a decentralized, open-source, EVM-compatible layer-1 blockchain engineered for high throughput, low latency, and full compatibility
with Ethereum tooling, smart contracts, and infrastructure. Berachain utilizes a novel Proof of Liquidity consensus mechanism that integrates
network security with active liquidity provisioning. For more information, visit berachain.com.
Investor
Contact: IR@greenlane.com or PCG Advisory | Kevin McGrath | +1-646-418-7002
Forward-Looking
Statements
This
press release and any statements made for and during any presentation or meeting concerning the matters discussed in this press release
contain forward-looking statements related to Greenlane and its subsidiaries under the safe harbor provisions of Section 21E of the Private
Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties that could cause actual results to differ materially
from those projected. Forward-looking statements include statements regarding Greenlane’s ability to regain or remain in compliance
with the continued listing standards of Nasdaq.
Risks
and uncertainties that could cause Greenlane’s actual results to differ materially and adversely from those expressed in our forward-looking
statements, include, but are not limited to: risks associated with the unpredictability of trading markets and whether a market will
be established for Greenlane’s common stock; general economic, political and business conditions; Greenlane’s digital asset
treasury strategy; participation in the Berachain ecosystem; capital allocation plans; validator and staking activities; and other risks
and uncertainties indicated from time to time and other risks described in Greenlane’s most recent periodic reports filed with
the Securities and Exchange Commission, including Greenlane’s Annual Report on Form 10-K for the year ended December 31, 2025 and
subsequent Quarterly Reports on Form 10-Q that the Company has filed or may file with the SEC, including the risk factors set forth in
those filings. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of this release, and Greenlane undertakes no obligation to update any forward-looking statement in this press release except as may be
required by law.