July 20, 2021
BY EDGAR
Mr. Benjamin Richie
Ms. Erin Jaskot
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Greenlane Holdings, Inc. |
| Registration Statement on Form S-3 | |
| Filed July 2, 2021 | |
| File No. 333-257654 |
Dear Mr. Richie and Ms. Jaskot:
This letter is submitted on behalf of Greenlane Holdings, Inc. (the “Company”), in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated July 20, 2021 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-3, filed on July 2, 2021 (the “Registration Statement”).
For your convenience, the Staff’s numbered comment set forth in the Comment Letter has been reproduced in bold and italics herein with a response immediately following the comment.
| 1. | We note that the Form 8-K filed on July 29, 2020 does not appear to have been timely filed, given that it relates to an event that occurred on June 29, 2020. Accordingly, it does not appear that you meet the eligibility requirements set forth in General Instruction I.A.3(b) of Form S-3. Please explain to us why you believe you are eligible to file on Form S-3, or amend your registration statement on an appropriate form. |
Response to Comment
The Company respectfully advisees the Staff that the Company meets the eligibility requirements set forth in General Instruction I.A.3(b) of Form S-3 as a result of the Company having timely filed all reports required to be filed for a period of at least twelve calendar months immediately preceding the filing of the Registration Statement. The Form 8-K filed on July 29, 2020 related to an event that occurred on June 29, 2020. As a result, the Company timely filed all reports required to be filed in accordance with General Instruction I.A.3(b) of Form S-3 for the period commencing on July 1, 2020 and ending on June 30, 2021, as calculated under the Commission’s Compliance and Disclosure Interpretations Question 115.06. Therefore, the Company was eligible to file the Registration Statement as of July 1, 2021.
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1095 BROKEN SOUND PKWY NW, SUITE 300, BOCA RATON, FL 33487 O: 561.443.0122 GNLN.COM
Mr. Benjamin Richie
Ms. Erin Jaskot
Division of Corporation Finance
July 20, 2021
Page 2
The Company respectfully believes that the information contained herein is responsive to the Staff’s comment. If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (561) 210-5150.
| Sincerely, | |
| /s/ Bill Mote | |
| Bill Mote | |
| Chief Financial Officer |
| cc: | Douglas Fischer | |
| Greenlane Holdings, Inc. | ||
| Justin Salon | ||
| Morrison & Foerster LLP |
1095 BROKEN SOUND PKWY NW, SUITE 300, BOCA RATON, FL 33487 O: 561.443.0122 GNLN.COM