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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): January 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 21, 2026, the Board of Directors (the “Board”) of Greenlane Holdings, Inc. (the “Company”) unanimously
appointed Jonathan Hue-Fay Ip to the Board to fill the vacancy created by the resignation of Barbar Sher, effective immediately.
Mr.
Ip is the founder of Iterative Law Profession Corporation (“Iterative Law”), a business law firm focused on delivering practical
business-first legal services to entrepreneurs, startups and growth-oriented companies, a role he has held since 2020. Mr. Ip also
currently serves as a director of LS Retail (Canada) Inc., the Canadian subsidiary of LS Retail, a developer and provider of POS
and business management software. Since 2021, Mr. Ip has also served as General Counsel for Bluefin, a high-performance, non-custodial
trading protocol and has served as General Counsel for Divergence Neuro, a neurotech company focused on the research and development
of tools to improve mental health since 2020. Mr. Ip has also previously served as Vice President, Legal and Corporate
Development at an international merchant bank and practiced in the areas of corporate/commercial, securities, M&A and corporate
finance at Bennett Jones LLP and Davies Ward Phillips & Vineberg LLP (the latter as a partner). Mr. Ip received an Honours
Bachelor of Science from the University of Toronto, a Bachelor of Education degree from Queen’s University and a Bachelor of
Laws degree from Osgoode Hall Law School. The Company believes that Mr. Ip is qualified to serve as a director
due to his extensive business, investment, legal and financial experience.
The
Company previously entered into a Strategic Advisory Agreement with Iterative Law, dated October 23, 2025 (the “Board
Service Agreement”) in connection with Mr. Ip’s contemplated service on the Board. In connection with the Board services
provided by Mr. Ip pursuant to the Board Service Agreement, the Company issued Mr. Ip warrants to purchase 260,416 shares
of the Company’s common stock at an exercise price of $0.01 per share. Other than the Board Service Agreement,
Mr. Ip has not engaged in any transaction that would be reportable as a related-party transaction under Item 404(a) of Regulation S-K.
Mr.
Ip will receive compensation for his service as a director in accordance with the Company’s standard compensation arrangements
for non-employee directors, as may be determined by the Board from time to time.
Additionally,
as of the date hereof, the Company entered into an indemnification agreement with Mr. Ip, pursuant to which the Company has agreed
to indemnify him in accordance with the indemnification agreement.
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. |
| |
|
|
| Dated:
January 27, 2026 |
By: |
/s/
Vanessa Guzmán-Clark |
| |
|
Vanessa
Guzmán-Clark |
| |
|
Chief
Financial Officer |
