gnln-20200629
0001743745FALSE00017437452020-06-292020-06-29


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): June 29, 2020
GREENLANE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
  
Delaware 001-38875 83-0806637
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
 
1095 Broken Sound ParkwaySuite 300  
Boca RatonFL 33487
(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 Global 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 3.02. Unregistered Sales of Equity Securities.

On June 29, 2020, Greenlane Holdings, Inc. (the “Company”) issued 641,545 shares of its Class A common stock to Rochester Vapor Group, LLC upon redemption of an equal number of common units (the "Common Units") in Greenlane Holdings, LLC, the Company’s operating subsidiary (the “Operating Company”), in accordance with the operating agreement of the Operating Company (the "Operating Agreement"). Pursuant to the Operating Agreement, an equal number of shares of Class B common stock were cancelled upon redemption of the Common Units. The shares of Class A common stock were issued in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended.



































































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: July 29, 2020By:/s/ Dawn Marie Cavanagh
  Dawn Marie Cavanagh
  Vice President of Finance