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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): March 25, 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On March 25, 2026, Greenlane Holdings, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, a total of 2,074,598 shares of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”), or approximately 41.2% of the 5,039,563 shares of Common Stock, issued and outstanding as of the close of business on February 25, 2026, the record date for the Special Meeting, were represented virtually or by proxy.

 

At the Special Meeting, the Company’s stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 26, 2026.

 

Set forth below is a brief description of each proposal voted upon at the Special Meeting and the voting results with respect to each proposal.

 

Proposal No. 1: To approve any amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock, within a range of 1-for-5 to 1-for-15 (or any number in between), without reducing the authorized number of shares of the Common Stock, and the filing of a final amendment with the ratio within such range to be determined in the sole discretion of the Board of Directors of the Company at any time on or before April 30, 2026, without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”).

 

Votes For  Votes Against  Abstentions
1,878,157  194,308  2,133

 

Proposal No. 2: To consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal.

 

Votes For   Votes Against   Abstentions
1,953,925   118,968   1,705

 

An adjournment of the Special Meeting was not necessary because there were sufficient votes in favor of the Reverse Stock Split Proposal.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Number   Description
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.
     
Date: March 25, 2026 By: /s/ Jason Hitchcock
    Name: Jason Hitchcock
    Title: Chief Executive Officer