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): October 27, 2022

GREENLANE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 x

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. x

Item 1.01. Entry into a Material Definitive Agreement

On October 27, 2022, Greenlane Holdings, Inc. (the “Company”) entered into securities purchase agreements (each a “Purchase Agreement” and, together, the “Purchase Agreements”) with certain investors, pursuant to which the Company agreed to issue and sell an aggregate of 6,955,555 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), pre-funded warrants to purchase 1,377,780 shares of Common Stock (the “Pre-Funded Warrants”) and warrants to purchase 16,666,670 shares of Common Stock (the “Standard Warrants”), in a public offering (the “Offering”). The Common Stock and Standard Warrants will be sold in units (“Units”) at a purchase price of $0.90 per Unit, with each Unit consisting of one share of Class A common stock and two Standard Warrants. The Pre-Funded Warrants and accompanying Standard Warrants are identical to the Units, except that each Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.0001, the purchase price for a Pre-Funded Warrant and accompanying Standard Warrants is $0.8999 and the Pre-Funded Warrants do not expire until exercised. The Units and Pre-Funded Warrants and accompanying Standard Warrants are being offered pursuant to the Company’s registration statement on Form S-1 (File No. 333-267782), which was declared effective by the Securities and Exchange Commission on October 27, 2022. Subject to certain ownership limitations, the Standard Warrants will be exercisable immediately at an exercise price equal to $0.90 per share of Common Stock. The Standard Warrants are exercisable for seven years from the date of issuance.

The closing of the Offering occurred on November 1, 2022. The Company received aggregate net proceeds from the Offering of approximately $7.05 million. The Company expects the aggregate net proceeds from the Offering, after deducting the placement agent fees and other estimated offering expenses, to be approximately $6.8 million. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, servicing debt obligations under promissory notes issued in conjunction with business acquisitions, working capital, product development and capital expenditures.

The Purchase Agreement contain customary representations, warranties and agreements by the Company and customary conditions to closing. Under the Purchase Agreement, the Company has agreed, subject to certain exceptions, not to enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents for a period of 90 days following the Offering.

A.G.P./Alliance Global Partners (“A.G.P.”) is acting as the sole placement agent on a “reasonable best efforts” basis in connection with the Offering.

The Company agreed to pay A.G.P. an aggregate cash fee equal to 6.0% of the aggregate gross proceeds raised in the Offering pursuant to a Placement Agency Agreement entered into by the Company and A.G.P. on October 27, 2022 (the “Placement Agency Agreement”). The Company also agreed to reimburse A.G.P. up to $35,000 for fees and expenses, including the fees and expenses of A.G.P.’s counsel.

The foregoing summaries of the Standard Warrants, the Pre-Funded Warrants, the Purchase Agreements and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full texts of the form of Standard Warrant, the form of Pre-Funded Warrant, the form of Purchase Agreement and the Placement Agency Agreement that are filed herewith as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Item 7.01. Regulation FD Disclosure

On November 1, 2022, the Company issued a press release related to the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.