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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): October 27, 2026
GREENLANE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| State
of incorporation |
|
Commission
File Number |
|
IRS
Employer Identification No. |
| Delaware |
|
001-38875 |
|
83-0806637 |
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 |
|
The
Nasdaq Stock Market LLC |
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 27, 2026, the Board of Directors (the “Board”) of Greenlane Holdings, Inc. (the “Company”) appointed
Peter Kampian as a director of the Company.
Mr.
Kampian has not been appointed to any committee of the Board as of the date of this report.
There
is no arrangement or understanding between Mr. Kampian and any other person pursuant to which he was selected as a director.
Mr.
Kampian will be compensated for his service as a non-employee director in accordance with the Company’s non-employee director compensation
program as in effect from time to time, under which he will receive an annual cash fee of $60,000, paid in quarterly installments. Mr.
Kampian did not receive an equity award in connection with his appointment. The Company will enter into its form of indemnification agreement
for directors and officers with Mr. Kampian, the form of which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2020.
Item
7.01 Regulation FD Disclosure.
On
November 2, 2026, the Company issued a press release announcing Mr. Kampian’s appointment. A copy is furnished as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1, is furnished 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 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release of Greenlane Holdings, Inc. dated November 2, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Dated: |
November
2, 2026 |
|
| |
|
|
| By: |
/s/ Jason
Hitchcock |
|
| Name: |
Jason
Hitchcock |
|
| Title: |
Chief
Executive Officer |
|
Exhibit 99.1
Greenlane
Appoints Peter Kampian to its Board of Directors
Experienced
public company chief financial officer and director brings financial reporting and capital markets expertise
BOCA
RATON, Fla., November 2, 2026 (GLOBE NEWSWIRE) -- Greenlane Holdings, Inc. (“Greenlane” or the “Company”) (Nasdaq:
GNLN), a publicly traded company with a digital asset treasury strategy focused on the acquisition, management and strategic deployment
of BERA, the native token of the Berachain blockchain network, today announced that its Board of Directors (the “Board”) has
appointed Peter Kampian as a director, effective October 27, 2026. The Board has determined that Mr. Kampian is an independent director
under Nasdaq listing standards. Following his appointment, the Board consists of four directors.
Mr.
Kampian is a Chartered Professional Accountant with more than 30 years of experience as a chief financial officer, director and advisor
of public and private companies in the energy, cannabis, clean technology and mining sectors. Since 2009, he has served as Chief Executive
Officer of Edge Financial Consulting Services Corp., a financial consulting firm providing restructuring, chief financial officer and
other advisory services.
He
has also served as chief financial officer of several public and private companies, including Algonquin Power & Utilities Corp. and
Mettrum Health Corp.; as a board advisor to U.S. and Canadian public companies; and as chief restructuring officer of several entities.
Mr.
Kampian has served as a director of Aduro Clean Technologies Inc. (Nasdaq: ADUR; TSX: ACT) since April 2021 and currently chairs its
audit committee, and has been a director of Matador Technologies Inc. (TSXV: MATA), a bitcoin ecosystem and treasury company, since 2024.
He previously served as a director of Statehouse Holdings Inc. (formerly Harborside Inc.). He holds the CPA, CA and ICD.D designations.
“Peter
brings deep public company finance and audit committee experience, along with a working knowledge of how digital asset treasury companies
are governed and reported,” said Bruce Linton, Chairman of the Board. “We are pleased to welcome him to the Board.”
“I
am pleased to join Greenlane’s Board,” said Mr. Kampian. “I look forward to working with my fellow directors and the management
team.”
About
Greenlane Holdings, Inc.
Greenlane
Holdings, Inc. (Nasdaq: GNLN) is a publicly traded digital asset treasury company focused on accumulating BERA and actively participating
in Berachain’s Proof-of-Liquidity infrastructure. For more information, visit www.gnln.com.
Investor
Contact
Tyler
Burns, Investor Relations
tyler.burns@greenlane.com
(613)
697-0367
