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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): April 17, 2025

 

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 Parkway Suite 100    
Boca Raton FL   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 5.07. Submission of Matters to a Vote of Security Holders.

 

On April 17, 2025, Greenlane Holdings, Inc. (the “Company”) held the 2025 Special Meeting of Stockholders (the “Special Meeting”). As of the close of business on February 21, 2025, the record date for the Annual Meeting, there were 8,336,953 shares of Class A common stock.

 

Holders of 4,883,347 shares of the Company’s Class A common stock were present in person or represented by proxy at the Annual Meeting. The following are the voting results of the proposals submitted to Greenlane’s stockholders at the Annual Meeting:

 

Proposal 1: To grant discretionary authority to our board of directors to (i) amend our articles of incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-three (1-for-3)] to a maximum of a one-for-twenty-two (1-for-22)], with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”)

 

For   Against   Abstain
4,283,246   592,459   7,642

 

Proposal 2: To authorize, for purposes of complying with Nasdaq listing rule 5635(d), the issuance of Warrants, shares of Common Stock underlying the Warrants and certain provisions of the Warrants, issued in connection with an offering and sale of securities of the Company that was consummated on February 19, 2025 (the “Issuance Proposal”

 

For   Against   Abstain
2,368,777   60,756   1,403,530

 

Proposal 3: To amend the articles of incorporation to increase the authorized shares of Class A common stock from 600,000,000 shares to 1,800,000,000 shares (the “Authorized Common Stock Increase Proposal”)

 

For   Against   Abstain
4,221,327   654,289   7,731

 

Proposal 4: to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Issuance Proposal and the Authorized Common Stock Increase Proposal if there are not sufficient votes at the Special Meeting to approve and adopt the Reverse Stock Split Proposal, Authorized Common Stock Increase Proposal or the Issuance Proposal (the “Adjournment Proposal”)

 

For   Against   Abstain   Broker Non-Votes
4,293,522   573,197   16,628    

 

In accordance with the Company’s proxy statement dated March 7, 2025, as amended, each of the four (4) proposals was approved.

 

 

 

 

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: April 18, 2025 By: /s/ Lana Reeve
    Lana Reeve
    Chief Financial and Legal Officer