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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 |
