NOTE 10. STOCKHOLDERS’ EQUITY

Shares of our Class A common stock have both voting interests and economic interests (i.e., the right to receive distributions or dividends, whether cash or stock, and proceeds upon dissolution, winding up or liquidation). All Class B shares were converted to Class A in December 2022. Accordingly, we no longer have Class B shares outstanding, and references to Class B are for historical context only. Each share of our Class A common stock entitles the record holder thereof to one vote on all matters on which stockholders generally are entitled to vote, and except as otherwise required in the A&R Charter, the holders of Common Stock will vote together as a single class on all matters (or, if any holders of our preferred stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of preferred stock).

Reverse Stock Split

Effective June 26, 2025, the Company completed a one-for-750 reverse stock split of our issued and outstanding shares of Common Stock, as further described in “Note 1 – Business Operations and Organization.” As a result of the 2025 Reverse Stock Split, every 750 shares of Common Stock issued and outstanding were converted into one share of Common Stock. In lieu of fractional shares, we rounded up to the next whole share, and accordingly, no fractional shares were issued in connection with the 2025 Reverse Stock Split.

The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All share and per share amounts in these consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including the related reclassification between common stock and additional paid-in capital.

Common Stock and Warrant Offerings

August 2024 Private Placement

On August 12, 2024, the Company entered into a securities purchase agreement with certain holders (the “Holders”) pursuant to which we agreed to issue and sell an aggregate of 78 shares of our Class A common stock, pre-funded warrants to purchase up to 3,075 shares of our Class A common stock (the “August 2024 Pre-Funded Warrants”) and warrants to purchase up to 6,303 shares of our Class A common stock (the “August 2024 Standard Warrants”). for aggregate gross cash proceeds of $6.5 million. In connection with the private placement, the Company issued an aggregate of 3,152 units and pre-funded units. The pre-funded units were sold at the same purchase price as the units, less the pre-funded warrant exercise price of $0.001. Each unit and pre-funded unit consisted of one share of common stock (or one pre-funded warrant) and two common warrants, each exercisable for one share of common stock at an exercise price of $1,875 per share. The common warrants were exercisable on the initial exercise date described in the warrants and expire 5five years from such date.

On February 18, 2025, the Company entered into an Exchange Agreement with Holders of three tranches of warrants to purchase Common Stock previously issued by the Company in August 2024 and October 2024. Under such Exchange Agreement, such Holders exchanged with the Company such existing warrants for approximately 8,172 new warrants to purchase common stock, substantially in the form of the Series B Warrants. The Company exchanged 6,117 warrants not previously exercised into two and one-half (2.5) year warrants in the form of the Series B Warrants with an exercise price of $2,235 per share.

October 2024 Private Placement

On October 29, 2024, the Company entered into an Exchange Agreement with its Senior Subordinated Lender and with Cobra. In connection with the Exchange, the Company issued an aggregate of 2,350 5five-year warrants with an exercise price of $2,280 per share (the “Exchange Warrants”). The Exchange Warrants were classified in equity because they were exercisable for a fixed price of $2,280 per share and a fixed number of shares and did not include cash settlement provisions. The Company determined the fair value of the Exchange Warrants using the Black-Scholes option pricing model. As part of the debt extinguishment, the 2,350 Exchange Warrants were valued at approximately $3.7 million.

In February 2025, the Company exchanged the remaining 2,056 warrants not previously exercised into warrants which were substantially equivalent to the Series B Warrants which were two and one-half (2.5) year warrants in the form of the Series B Warrants with an exercise price of $892.50 per share.

February 2025 Private Placement

On February 19, 2025, the Company consummated a private placement pursuant to a securities purchase agreement (“Purchase Agreement”) with institutional investors (the “Purchasers”) for the purchase and sale of approximately $25.0 million of shares of the Company’s Class A common stock and investor warrants at a price of $892.50 per Common Unit. The entire transaction was priced at the market under Nasdaq rules. The offering consisted of the sale of Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant, (ii) one (1) Series A PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $1,115.63 (the “Series A Warrant”) and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $2,231.25 (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”). The initial exercise price of each Series B Warrant is $2,231.25 per share of Common Stock or pursuant to an alternative cashless exercise option.

The initial exercise price of each Series A Warrant is $1,115.63 per share of Common Stock. The Series A Warrants are exercisable following stockholder approval and expire five (5) years thereafter. The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in the Series A Warrant. The initial exercise price of each Series B Warrant is $2,231.25 per share of Common Stock or pursuant to an alternative cashless exercise option. The Series B Warrants are exercisable following stockholder approval and expire two and one-half (2.5) years thereafter. The number of securities issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant.

In connection with the Private Placement, the Company entered into a registration rights agreement with the Purchasers on February 18, 2025 (the “Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities within 30 calendar days of the closing of the offering.

As part of the Purchase Agreement, the Company agreed to place $2.5 million into an escrow account to secure certain indemnification obligations in connection with the private placement. As of December 31, 2025, $1.7 million of the escrow balance had been returned to the Company and $0.8 million had been credited to the Purchasers as a result of late filings by the Company.

October 2025 PIPE Transaction

Securities Purchase Agreements

On October 20, 2025, the Company entered into subscription agreements with certain accredited investors for a private placement funded in U.S. dollars, USDC or USDT. In connection with the cash-funded leg of the transaction, the Company agreed to issue 3,328,012 shares of Common Stock and pre-funded warrants to purchase 9,789,166 shares of Common Stock. Gross consideration for the overall October 2025 PIPE transaction was approximately $109.9 million, consisting of cash, stablecoins and BERA.

Each of the Cash Pre-Funded Warrants is exercisable for one share of Common Stock at the remaining exercise price of $0.01 per Cash Pre-Funded Warrant Share, and may be exercised at any time following the closing of the Cash Offering until all of the Cash Pre-Funded Warrants issued in the Cash Offering are exercised in full. Each Cash Subscriber’s ability to exercise its Cash Pre-Funded Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein.

On October 20, 2025, the Company also entered into subscription agreements with certain accredited investors for a private placement funded with BERA. In connection with the cryptocurrency-funded leg of the transaction, the Company agreed to issue pre-funded warrants to purchase 15,504,902 shares of Common Stock. For purposes of the transaction, BERA was valued at $1.9477 per token based on a seven-day trailing VWAP using Binance 1-hour Kline data, or $0.9836 per token in the case of the Berachain Foundation, reflecting a 49.5% discount. The cryptocurrency-funded pre-funded warrants have an exercise price of $0.01 per share.

In connection with the October 2025 PIPE transaction, the Company agreed to certain contractual transfer restrictions on a portion of the BERA received. As of December 31, 2025, while these contractual provisions were in place, no operational lockup mechanism had been implemented, and the Company retained the ability to utilize such BERA, including for staking activities. An operational lockup mechanism was implemented in mid-February 2026, with restrictions scheduled to expire on April 23, 2026. Management concluded that, as of December 31, 2025, these contractual provisions did not impact the fair value measurement or classification of the Company’s BERA holdings.

The exercise of the Cryptocurrency Pre-Funded Warrants into shares of Common Stock was subject to stockholder approval. The Company obtained such stockholder approval at a special meeting of stockholders held on December 16, 2025. Following stockholder approval, certain of the Cryptocurrency Pre-Funded Warrants became exercisable for one share of Common Stock at an exercise price of $0.01 per share and remain exercisable until exercised in full, subject to the beneficial ownership limitations set forth therein. Certain of the Cryptocurrency Pre-Funded Warrants are subject to lock-up agreements that expire on April 18, 2026, after which they become exercisable for one share of Common Stock at an exercise price of $0.01 per share and remain exercisable until exercised in full, subject to the beneficial ownership limitations set forth therein.

The Company received aggregate gross consideration of approximately $110 million in the Offerings, consisting of cash, stablecoins and BERA. The Company intends to use the net cash proceeds to support its BERA treasury operations, working capital, general corporate purposes and transaction-related fees and expenses.

In connection with the October 2025 PIPE transaction, the Company engaged Aegis Capital Corp. (“Aegis”) as placement agent. The Company paid Aegis a cash placement fee equal of $5 million, as well as a non-accountable commission equal to 2% of the private placement (or 1.0% placement commission for any investors introduced by the Company, Polychain Capital LP or the Berachain Foundation (or any affiliate of any of the foregoing) to Aegis). In addition, the Company issued to Aegis or its designees warrants to purchase shares of the Company’s common stock equal to approximately 5.0% of the aggregate number of shares sold in the offering (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price equal to 125% of the offering price of the securities sold in the private placement and are exercisable for a period of five years from the date of issuance. The Placement Agent Warrants were classified as equity instruments and recorded in additional paid-in capital based on their relative fair value at the date of issuance.

Warrants

The Company has issued warrants in connection with equity financing transactions, debt restructuring and exchange transactions, and strategic advisory arrangements entered into in connection with its transition to a digital asset treasury strategy. These warrants are classified as equity instruments because they are exercisable for a fixed number of shares at a fixed exercise price and do not include provisions requiring cash settlement.

The Company accounts for warrants issued in connection with equity financings and services in accordance with ASC 815-40, ASC 718, and ASC 505-50. Warrants are classified as equity instruments when they are indexed to the Company’s own stock and meet the criteria for equity classification. Warrants issued in connection with financing transactions are recorded in additional paid-in capital at their relative fair value on the date of issuance and are not subsequently remeasured. Warrants issued in exchange for services are measured at fair value on the grant date. Where no substantive service period exists, the full fair value is recognized immediately in general and administrative expense; where a substantive service period exists, expense is recognized over the service period.

During the year ended December 31, 2025, the Company issued warrants and warrant-like instruments in connection with the October 2025 private placement and related cryptocurrency subscription agreements, as well as strategic advisory arrangements. A significant portion of these instruments consisted of pre-funded warrants with a nominal exercise price of $0.01 per share. Because these warrants were substantially pre-funded, they are considered equity instruments and their exercise is generally expected.

Advisory warrants totaling 5,264,752 shares of common stock were issued to certain strategic advisors and service providers in lieu of or in addition to cash compensation. Advisory warrants issued under the Company’s master strategic advisory agreement were not subject to vesting, forfeiture, or performance conditions and were determined to have no substantive service period; accordingly, the related expense was recognized in full at the grant date. In contrast, warrants issued under certain advisory arrangements with defined service periods are recognized over the term of the arrangement.

During the year ended December 31, 2025, a total of 1,375,435 warrants were exercised, including 1,353,658 pre-funded warrants and 21,777 additional pre-funded warrants. Because pre-funded warrants are fully funded at issuance and have a nominal exercise price, exercises do not result in material cash proceeds and are reflected as reclassifications within stockholders’ equity.

Warrant activity for the years ending December 31, 2025 and 2024 is as follows:

 SCHEDULE OF WARRANT ACTIVITY

As of December 31, 2025, outstanding warrants have a weighted average remaining life of 3.32 years.

The increase in warrants issued during the year ended December 31, 2025 primarily relates to warrants issued in connection with (i) the October 2025 private placement and related cryptocurrency subscription agreements and (ii) strategic advisory arrangements entered into during the year.

The Company did not have any material warrant forfeitures or cancellations during the period.

The weighted-average exercise price reflects a mix of financing warrants, which were issued at market-based terms, and advisory warrants, which were measured at fair value at grant date based on option pricing models.

For the year ended December 31, 2025, the Company recognized $18.6 million of non-cash stock-based compensation expense related to warrants issued to non-employee service providers and strategic advisors. This expense is included within general and administrative expenses in the consolidated statements of operations.

Warrants issued during the year are reflected as increases to additional paid-in capital within the consolidated statements of stockholders’ equity.

Valuation assumptions used for warrants measured at fair value on issuance:

The Company estimated the fair value of certain warrants using the Black-Scholes option pricing model at the date of issuance. The use of this model requires management to make significant estimates and assumptions, including the expected term of the warrants, expected volatility of the Company’s stock price, risk-free interest rate, and expected dividend yield.

Expected volatility was determined using a combination of the Company’s historical stock price volatility and the volatility of comparable publicly traded companies, due to the Company’s limited trading history and significant changes in its business model during the periods presented.

The risk-free interest rate was based on U.S. Treasury yields in effect at the time of grant for instruments with similar expected terms. The expected term represents the contractual life of the warrants. The expected dividend yield was assumed to be zero, as the Company has not historically paid dividends and does not expect to do so in the foreseeable future.

Pre-funded warrants, which have nominal exercise prices and are fully funded at issuance, were not valued using the Black-Scholes model.

The following table summarizes the weighted-average assumptions used in the Black-Scholes model for warrants measured at fair value at issuance:

 SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANTS ISSUED

Net Loss Per Share

Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Class A common stock is as follows (in thousands, except share and per share amounts):

 SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED

Pre-funded warrants with nominal exercise prices were included in the weighted-average number of shares outstanding for purposes of calculating basic net loss per share beginning on their respective issuance dates, as the exercise price is non-substantive and exercise is considered virtually assured.

For the years ended December 31, 2025 and 2024, stock options and warrants to purchase Class A common stock were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive due to the net loss reported for each period.

Potentially dilutive securities include stock options, warrants, and pre-funded warrants; however, these instruments were excluded from diluted net loss per share as their inclusion would have been anti-dilutive.

The following table presents the total number of potential common shares excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive (in common stock equivalent shares):

 SCHEDULE OF OUTSTANDING POTENTIALLY DILUTIVE SECURITIES