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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):
July 30, 2021
GREENLANE HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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001-38875
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83-0806637
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1095 Broken Sound Parkway, Suite 300
Boca Raton, FL
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33487
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(Address of principal executive
offices)
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(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $0.01 par value per share
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GNLN
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Nasdaq Global Market
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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 x
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.
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Item 2.02.
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Results of Operations and Financial Condition.
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On July 30, 2021, Greenlane Holdings, Inc. (the
“Company” or “Greenlane”) issued a press release announcing certain preliminary unaudited financial results for
the quarter ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of
Form 8-K, the information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the
Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
The preliminary estimated and unaudited financial
data announced by the Company on July 30, 2021 are provided below.
On a preliminary (unaudited) basis, the Company
anticipates:
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·
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Net sales of approximately $34.5 million
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Gross margin of 21% to 22%
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·
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Total cash balance of approximately $11.5 million
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Greenlane’s estimated and unaudited consolidated
financial data presented above are preliminary and were prepared by management in good faith based upon internal reporting for the three
months ended June 30, 2021. Although Greenlane has not identified any unusual or unique events or trends that occurred during the period
which might materially affect these estimates, actual results may still be outside of the ranges provided below. Greenlane’s independent
registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled or performed any procedures on this
preliminary financial data. You should not place undue reliance on this preliminary and estimated financial information and should view
this information in the context of Greenlane’s Q2 2021 results when such results are disclosed in Greenlane’s Quarter Report
on Form 10-Q for the quarter ended June 30, 2021.
Forward Looking Statements
Certain matters within this Current Report on Form 8-K are discussed
using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and
unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the
forward-looking statements. These forward-looking statements include, among others: comments relating to the current and future performance
of the Company’s business and the Company’s financial outlook and expectations. For a description of factors that may cause
the Company’s actual results or performance to differ from its forward-looking statements, please review the information under the
heading “Risk Factors” included in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2020,
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and the Company's other filings with the
SEC, which are accessible on the SEC’s website at www.sec.gov. Additional information is also set forth in Greenlane's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021. Undue reliance should not be placed on the forward-looking statements
in this press release, which are based on information available to Greenlane on the date hereof. Greenlane undertakes no duty to update
this information unless required by law
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Item 9.01.
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Financial Statements and Exhibits.
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__________________
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.
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GREENLANE HOLDINGS, INC.
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Dated: July 30, 2021
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By:
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/s/ William Mote
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William Mote
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Chief Financial Officer
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Exhibit 99.1
Greenlane Reports
Preliminary Second Quarter 2021 Financial Results
Company to Host
Q2 2021 Conference call August 17, 2021, at 8:30am ET
BOCA RATON, Fla.,
July 30, 2021 – Greenlane Holdings, Inc. (“Greenlane” or "the Company”) (Nasdaq: GNLN), a global house of
brands and one of the largest sellers of premium cannabis accessories, child-resistant packaging, and specialty vaporization products,
today announced preliminary financial results for its second quarter ended June 30, 2021.
Preliminary
Estimated and Unaudited Q2 2021 Financial and Other Data:
On a preliminary
(unaudited) basis, the Company anticipates:
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·
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Net
sales of approximately $34.5 million
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·
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Gross
margin of 21% to 22%
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·
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Total
cash balance of approximately $11.5 million
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Primarily due to
headwinds created by uncertainty in our supply chain and lingering impacts of Covid-19, the Company is suspending the illustrative pro
forma outlook provided on March 31, 2021, for the calendar year ending December 31, 2021, and expects to reestablish a pro forma outlook
at a later date. Greenlane continues to expect the proposed merger with KushCo Holdings to close in the third quarter of 2021, subject
to the satisfaction or waiver of all remaining conditions in the agreement, including the receipt of all necessary approvals.
Q2 2021 Conference
Call Details:
Greenlane will
host a scheduled conference call to discuss the results for its second quarter ended June 30, 2021, on Tuesday, August 17th
at 8:30 a.m. Eastern Time. The Company will report its financial results for the second quarter in advance of the call.
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DATE:
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Tuesday, August 17th, 2021
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TIME:
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8:30 a.m. Eastern Time
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WEBCAST:
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Click
to access
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DIAL-IN NUMBER:
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(833) 519-1285
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CONFERENCE ID:
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2317189
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REPLAY:
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(855) 859-2056 or (404) 537-3406
Available until 11:30 PM Eastern
Time on August 31st 2021
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Greenlane’s
estimated and unaudited consolidated financial data presented above are preliminary and were prepared by management in good faith
based upon internal reporting for the three months ended June 30, 2021. Although Greenlane has not identified any unusual or unique
events or trends that occurred during the period which might materially affect these estimates, actual results may still be outside
of the ranges provided below. Greenlane’s independent registered public accounting firm, Deloitte & Touche LLP, has not
audited, reviewed, compiled or performed any procedures on this preliminary financial data. You should not place undue reliance on
this preliminary and estimated financial information and should view this information in the context of Greenlane’s Q2 2021
results when such results are disclosed in Greenlane’s Quarter Report on Form 10-Q for the three months ended June 30,
2021.
About Greenlane
Holdings, Inc.
Greenlane Holdings,
Inc. (NASDAQ: GNLN) is a global house of brands and one of the largest sellers of premium cannabis accessories, child-resistant packaging,
and specialty vaporization products to smoke shops, dispensaries, and specialty retail stores, as well as direct to consumer through
its online e-commerce platform, vapor.com. Founded in 2005, Greenlane serves more than 8,000 retail locations and has over 250 employees
with operations in United States, Canada, and Europe. With a strong global footprint, Greenlane has been the partner of choice for many
of the industry’s leading brands, who chose to leverage its strong distribution platform, unparalleled customer service, and highly
efficient operations and logistics to accelerate their growth. Greenlane’s curated portfolio of owned brands includes EYCE, packaging
innovator Pollen Gear™, VIBES™ rolling papers, Marley Natural™ Accessories; K.Haring Glass Collection, Aerospaced grinders,
and Higher Standards which offers both an upscale product line as well as an innovative retail experiences with flagship stores located
in Chelsea Market, New York and Malibu, California.
Forward Looking
Statements
Certain matters
within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of
1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance
to differ from those projected in the forward-looking statements. These forward-looking statements include, among others: comments relating
to the current and future performance of the Company’s business; the pending merger with KushCo; the impacts of acquisitions and
other similar transactions; and the Company’s financial outlook and expectations. For a description of factors that may cause the
Company’s actual results or performance to differ from its forward-looking statements, please review the information under the
heading “Risk Factors” included in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2020,
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and the Company's other filings with
the SEC, which are accessible on the SEC’s website at www.sec.gov. Additional information is also set forth in Greenlane's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021. Undue reliance should not be placed on the forward-looking statements
in this press release, which are based on information available to Greenlane on the date hereof. Greenlane undertakes no duty to update
this information unless required by law.
Media Contact:
MATTIO Communications
Greenlane@mattio.com
Investor Contact:
Rob Kelly
Investor Relations, MATTIO Communications
Greenlane@mattio.com
1-416-992-4539