Greenlane Holdings (NASDAQ: GNLN) sets 5,355,687-share at-the-market offer

Rhea-AI Filing Summary

Greenlane Holdings, Inc. entered into a Sales Agreement with Yorkville Securities, LLC that establishes an at-the-market equity program under which the company may, from time to time, sell up to 5,355,687 shares of its Class A common stock. Sales of these shares, if any, will be made as an at-the-market offering under Rule 415, with Yorkville acting as sales agent or principal and earning a commission of up to 3.0% of the gross proceeds from each sale. The shares will be issued off Greenlane’s shelf registration statement on Form S-3, which was declared effective by the SEC on September 12, 2025, and a related prospectus supplement filed for this ATM program. Greenlane is not obligated to sell any shares and can suspend or terminate the program in accordance with the agreement.

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Greenlane adds an at-the-market facility for flexible equity issuance.

Greenlane Holdings, Inc. has put in place a Sales Agreement with Yorkville Securities, LLC that permits sales of up to 5,355,687 shares of common stock through an at-the-market, or ATM, program. These shares are covered by an existing shelf registration statement on Form S-3, declared effective by the SEC on September 12, 2025, and a dedicated prospectus supplement for this ATM program.

Under the agreement, Yorkville will act as sales agent or principal and use commercially reasonable efforts to place shares based on Greenlane’s instructions, earning a commission of up to 3.0% of gross proceeds on each sale. Greenlane retains discretion: it is not required to sell any shares and may suspend offers or terminate the agreement subject to its terms.

For investors, this structure means share issuances, if any, can occur gradually into the market rather than via a single large offering. The actual impact on share count and trading dynamics will depend on how actively Greenlane uses the ATM facility over time, which is not specified in this disclosure.

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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 7, 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 1.01 Entry into a Material Definitive Agreement.

On January 7, 2026, Greenlane Holdings, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Yorkville Securities, LLC (“Yorkville”) pursuant to which the Company may, from time to time, offer and sell shares (the “ATM Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), through or to Yorkville, acting as sales agent or principal  (the “ATM Offering”). On January 7, 2026, the Company filed a prospectus supplement in connection with the ATM Offering for up to $5,355,687 shares of Common Stock (the “Prospectus Supplement”).

Subject to the terms and conditions of the Sales Agreement, Yorkville will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided Yorkville with customary indemnification and contribution rights, and Yorkville will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.

Sales of the ATM Shares, if any, under the Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement, subject to the terms and conditions therein.

This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

The Company Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-290085), which was filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2025, and declared effective by the (“SEC”) on September 12, 2025, including the base prospectus contained therein, and the Prospectus Supplement, relating to the offer and sale of the shares pursuant to the Sales Agreement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Sichenzia Ross Ference Carmel LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Number		Description
1.1		Sales Agreement, dated as of January 7, 2026, by and among Greenlane Holdings, Inc. and Yorkville Securities, LLC
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
23.1		Consent of Sichenzia Ross Ference Carmel LLP (included in the opinion filed as Exhibit 5.1)
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.
Dated: January 13, 2026	By:	/s/ Vanessa Guzmán-Clark
		Vanessa Guzmán-Clark
		Chief Financial Officer

FAQ

What agreement did Greenlane Holdings (GNLN) enter on January 7, 2026?

On January 7, 2026, Greenlane Holdings, Inc. entered into a Sales Agreement with Yorkville Securities, LLC that establishes an at-the-market offering program for its common stock.

How many Greenlane (GNLN) shares can be sold under the new at-the-market program?

Greenlane may, from time to time, offer and sell up to 5,355,687 shares of its common stock under the at-the-market offering described in the Sales Agreement and related prospectus supplement.

What commission will Yorkville receive in Greenlane’s at-the-market offering?

Yorkville Securities, LLC is entitled to a commission of up to 3.0% of the gross proceeds from each sale of Greenlane’s common stock made under the at-the-market Sales Agreement.

Is Greenlane required to sell shares under the at-the-market Sales Agreement?

No. Greenlane has no obligation to sell any shares under the Sales Agreement and may suspend offers or terminate the agreement at any time, subject to its terms.

Which registration statement covers the Greenlane at-the-market shares?

The shares to be sold under the Sales Agreement, if any, will be issued pursuant to Greenlane’s shelf registration statement on Form S-3 (File No. 333-290085), which was declared effective by the SEC on September 12, 2025, along with a related prospectus supplement.

How will Greenlane’s at-the-market offering be conducted?

Sales of Greenlane’s common stock under the Sales Agreement will be made using methods permitted by law that qualify as an “at the market offering” under Rule 415 of the Securities Act, with Yorkville acting as sales agent or principal.