Quarterly report [Sections 13 or 15(d)]

STOCKHOLDERS??? EQUITY

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STOCKHOLDERS’ EQUITY
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 8. STOCKHOLDERS’ EQUITY

 

Shares of the Company’s Class A common stock have both voting and economic rights, including the right to receive dividends or distributions, if declared, and proceeds upon dissolution, winding up or liquidation. Each share of Class A common stock entitles the holder to one vote on all matters submitted to stockholders. All Class B common stock was converted into Class A common stock in December 2022; accordingly, no shares of Class B common stock remain outstanding.

 

Reverse Stock Splits

 

Effective June 26, 2025, the Company completed a one-for-750 reverse stock split of its issued and outstanding shares of Class A common stock. As a result, every 750 shares of Class A common stock issued and outstanding were converted into one share of Class A common stock. In lieu of issuing fractional shares, the Company rounded fractional shares up to the next whole share.

 

On April 2, 2026, the Company filed a Certificate of Amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-eight reverse stock split of its issued and outstanding shares of Class A common stock, effective April 6, 2026. As a result, every eight shares of Class A common stock issued and outstanding were converted into one share of Class A common stock. No fractional shares were issued in connection with the reverse stock split. In lieu of fractional shares, stockholders otherwise entitled to receive a fractional share received a cash payment equal to such fraction multiplied by the closing sales price of the Class A common stock as reported on the Nasdaq Capital Market on the trading day immediately preceding the effective date of the reverse stock split.

 

The reverse stock splits did not change the par value of the Class A common stock or the authorized number of shares of Class A common stock. All share and per-share amounts presented in these condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the reverse stock splits.

 

 

Warrants

 

The Company has issued warrants in connection with prior equity financing transactions, restructuring and exchange transactions, and strategic advisory arrangements. The Company’s warrants are classified as equity instruments when they are indexed to the Company’s own stock and meet the criteria for equity classification.

 

During the three months ended March 31, 2026, the Company did not issue any warrants. During the three months ended March 31, 2026, warrants to purchase 26,250 shares of Class A common stock were exercised. Because certain pre-funded warrants were substantially funded at issuance and have a nominal exercise price, exercises of such warrants did not result in material cash proceeds and were reflected as reclassifications within stockholders’ equity.

 

Warrant activity for the three months ended March 31, 2026 was as follows:

 

   

Number of

Warrants

    

Weighted Average

Exercise Price

  
             
Balance, December 31, 2025     3,882,755     $ 0.08  
Issued    

—

       —  
Expired or rescinded    

(2

 )    

—

  
Exercised    

(26,250

 )     0.08  
Balance, March 31, 2026    

3,856,503

     $ 0.08  

 

As of March 31, 2026, outstanding warrants have a weighted average remaining life of 5.41 years.

 

For the three months ended March 31, 2026, the Company recognized approximately $0.2 million of non-cash stock-based compensation expense related to strategic advisory warrants issued to non-employee service providers. This expense is presented separately as stock-based compensation – strategic advisory warrants in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2026, approximately $0.5 million of unrecognized compensation expense related to strategic advisory warrants remained, which is expected to be recognized through September 2026.

 

No warrants were issued during the three months ended March 31, 2026. Accordingly, no grant-date valuation assumptions are presented for the period.

 

 

Net Loss Per Share

 

Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane Holdings, Inc. 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 Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding, adjusted to give effect to potentially dilutive securities.

 

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

 

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows:

 

 

(in thousands, except share and per share data)   2026     2025  
    Three months ended March 31,  
(in thousands, except share and per share data)   2026     2025  
Numerator:                
Net loss   $ (18,211 )   $ (3,867 )
Less: Net income attributable to non-controlling interests     149       —  
Net loss attributable to Class A common stockholders   $ (18,360 )   $ (3,867 )
Denominator:                
Weighted average shares of Class A common stock outstanding     4,086,882       1,522,272  
Net loss per share of Class A common stock - basic and diluted   $ (4.49 )   $ (2.54 )

 

For the three months ended March 31, 2026 and 2025, stock options and warrants to purchase shares of 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.

 

 

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive (in common stock equivalent shares):

 

      2026       2025  
      Three Months Ended March 31,  
      2026       2025  
Stock options to purchase common stock    

235,000

      

42

  
Warrants to purchase common stock    

3,856,503 

      

8,365,651