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2024-08-14
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
001-38875
(Commission
file number)
Greenlane
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
83-0806637 |
State
or other jurisdiction of
incorporation or organization |
|
(I.R.S.
Employer
Identification No.) |
1095
Broken Sound Parkway, Suite 100 |
|
|
Boca
Raton, FL |
|
33487 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(877)
292-7660
Registrant’s
telephone number, including area code
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 (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ☐ No ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of August 14, 2024, Greenlane Holdings, Inc. had 605,211 shares of Class A common stock outstanding
Explanatory
Note
This amendment is being made to correct the number of Class A common shares outstanding to 605,211 as of August 14, 2024.
ITEM
6. EXHIBITS
Exhibit
Number |
|
Description |
4.1 |
|
Form of July 2023 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023). |
4.2 |
|
Form of July 2023 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023). |
4.3 |
|
Form of July 2023 Warrant Amendment (Incorporated by reference to Exhibit 4.3 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023). |
10.1 |
|
Form of July 2023 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023). |
10.2 |
|
Placement Agency Agreement, dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023). |
10.3 |
|
Loan and Security Agreement, dated as of September 22, 2023, between Greenlane and Synergy Imports, LLC. (Incorporated by reference to Exhibit 10.3 to Greenlane’s Quarterly Report on Form 10-Q, filed on January 9, 2024). |
10.4 |
|
Secured Promissory Note, dated as of September 22, 2023, between Greenlane and Synergy Imports, LLC. (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed on January 9, 2024). |
10.5 |
|
Asset Purchase Agreement, effective May 1, 2024, by and among Greenlane Holdings, Inc, Warehouse Goods LLC and Synergy Imports LLC (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024). |
10.6 |
|
Loan Modification Agreement, effective May 1, 2024, by and among Warehouse Goods LLC, Synergy Imports LLC and the Guarantors as defined therein (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024). |
10.7 |
|
Amended and Restated Secured Promissory Note, effective May 1, 2024, by Warehouse Goods LLC and Synergy Imports LLC (Incorporated by reference to Exhibit 10.3 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024). |
10.8 |
|
Subscription
Agreement, effective June 7, 2024, by Warehouse Goods LLC and Greenlane Holdings, Inc. (Incorporated by reference to Exhibit 10.8 to Greenlane’s Quarterly Report on Form 10-Q, filed on August 14, 2024) |
31.1* |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
|
Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101* |
|
The
following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, were formatted in
Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements
of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Stockholders’ Equity, and (iv) Condensed Consolidated
Statements of Cash Flows. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document. |
104* |
|
Cover
Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL. |
*
Filed herewith.
**Schedules
and exhibits have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
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 thereunto duly authorized.
|
GREENLANE
HOLDINGS, INC. |
|
|
|
Date:
August 14, 2024 |
By: |
/s/
Barbara Sher |
|
|
Barbara
Sher Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
GREENLANE
HOLDINGS, INC. |
|
|
|
Date:
August 14, 2024 |
By: |
/s/
Lana Reeve |
|
|
Lana
Reeve Chief Financial and Legal Officer
(Principal Financial and Accounting Officer) |