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 8, 2022
 
 
GREENLANE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
(State or other jurisdiction
of incorporation)
 
001-38875
(Commission
File Number)
 
83-0806637
(IRS Employer
Identification No.)
 
1095 Broken Sound Parkway, Suite 300
Boca Raton, FL
(Address of principal executive offices)
 
33487
(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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Dallas Imbimbo from the Board of Directors

On April 8, 2022, Dallas Imbimbo informed the board of directors (the “Board”) of Greenlane Holdings, Inc. (the “Company”) of his resignation as a member of the Board, effective upon the Board’s appointment of a new director. Mr. Imbimbo’s resignation was due to his desire to devote more time to his other business interests and was not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Imbimbo also served as chair of the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board. As described below, the Board has appointed Renah Persofsky to fill the vacancy created by Mr. Imbimbo’s resignation.

Appointment of Renah Persofsky to the Board of Directors

On April 11, 2022, the Board appointed Renah Persofsky as a member of the Board, effective immediately, to fill the vacancy created by Mr. Imbimbo’s resignation. Ms. Persofsky will serve as a member of the Nominating Committee, and will assume the role of chair of the Nominating Committee.

Ms. Persofsky has served as the Chief Executive Officer of Strajectory Corp. since 2010 and was an Executive Consultant of Canadian Imperial Bank of Commerce from 2011 to 2021. Since October 2017, Ms. Persofsky has served as the Vice Chairwoman and Lead Director of Tilray Inc. (Nasdaq: TLRY) (previously Aphria Inc.), and has served as the Executive Chairwoman of Green Gruff Inc. since July 2019. Ms. Persofsky is also currently a Board Member of K.B. Recycling Ltd., (Alkemy) and Hydrofarm Holdings Group (Nasdaq: HYFM). Ms. Persofsky has also previously served as an Executive Consultant to many iconic brands including Tim Hortons, Canadian Tire, Canada Post and Interac, and was an Executive Officer of the Bank of Montreal. She previously co-chaired the Canadian Minister’s Advisory Committee on Electronic Commerce, as well as served as a Special Advisor to the Minister of Foreign Affairs and Trade.

Ms. Persofsky’s compensation as a director will be consistent with the compensation policies applicable to the Company’s other non-employee directors. The Company has entered into an indemnification agreement with Ms. Persofsky in connection with her appointment to the Board, which is in substantially the same form as that entered into with the executive officers and other directors of the Company. Neither Ms. Persofsky nor any member of her immediate family has or had a direct or indirect interest in any transaction in which the Company or any of its subsidiaries is or was a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.

Appointment of Darshan Dahya as Chief Accounting Officer

On April 11, 2022, the Board appointed Darshan Dahya as the Company’s Chief Accounting Officer, effective April 18, 2022.

Mr. Dahya has served as the Senior Vice President of Accounting of MedMen Enterprises Inc., (“MedMen”) (CSE: MMEN) (OTCQX: MMNFF) since August 2018. Prior to joining MedMen, Mr. Dahya served as the Corporate Controller of MusclePharm Corporation (OTCQX: MSLP) from January 2018 to August 2018, and held a variety of roles with BDO USA, LLP, BDO Canada and BDO Wellington (New Zealand), having served as a Senior Manager from January 2014 through May 2017, as a Manager from September 2011 through November 2013 and as an Assistant Audit Manager from January 2007 through March 2011. Mr. Dahya is a Chartered Accountant with a Bachelors of Commerce and Administration (B.C.A.) in Accounting and Commercial Law and a Graduate Diploma in Professional Accounting from Victoria University of Wellington.

Neither Mr. Dahya nor any member of his immediate family has or had a direct or indirect interest in any transaction in which the Company or any of its subsidiaries is or was a participant that would be required to be disclosed under Item 404(a) of Regulation S-K. The Company has entered into an indemnification agreement with


Mr. Dahya in connection with his appointment as Chief Accounting Officer, which is in substantially the same form as that entered into with the other executive officers and directors of the Company.

Item 7.01.    Regulation FD Disclosure.

On April 13, 2022, the Company issued a press release announcing the resignation of Mr. Imbimbo as a member of the Board, the appointment of Ms. Persofsky to the Board and the appointment of Mr. Dahya as the Company’s Chief Accounting Officer. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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.
Item 9.01.     Financial Statements and Exhibits.
 
Exhibit
No.		  Description
  
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_______________
*Furnished herewith.



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 13, 2022      By: /s/ William Mote
   William Mote
   Chief Financial Officer

Exhibit 99.1
image_0.jpg
Greenlane Strengthens Leadership Diversity and Industry Expertise with New Chief Accounting Officer and Board Director
Former MedMen Senior Vice President of Accounting Darsh Dahya Appointed as
New Chief Accounting Officer

Seasoned Executive, Brand Expert, and Director of Tilray and Hydrofarm, Renah Persofsky Appointed as
Board Director

BOCA RATON, Fla., April 13, 2022 – 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 the appointments of Darsh Dahya as Chief Accounting Officer, effective April 18, 2022, and Renah Persofsky as Board Director, effective April 11, 2022. The Company also announced the resignation of Dallas Imbimbo from the Company’s Board of Directors.

Darsh Dahya Appointed as Chief Accounting Officer
Mr. Dahya is a seasoned accounting professional with a superior track record for delivering results. He previously served as the Senior Vice President of Accounting at MedMen Enterprises Inc. (“MedMen”) (CSE: MMEN) (OTCQX: MMNFF), a leading cannabis retailer with operations across the nation, where he was instrumental in streamlining the finance organization and implementing numerous complex accounting policies and financial processes. Prior to that, Mr. Dahya served in several audit and managerial roles at BDO. He is a Chartered Accountant with a Bachelors of Commerce and Administration (B.C.A.) in Accounting and Commercial Law and a Graduate Diploma in Professional Accounting from Victoria University of Wellington.

“We are very excited to welcome Darsh to Greenlane,” said Nick Kovacevich, CEO of Greenlane. “Darsh brings a compelling blend of accounting and finance experience, well-honed technical skills, and proven leadership abilities. He also brings valuable and unique experience in the highly nuanced cannabis industry. We believe Darsh will be a strong leader as we execute our 2022 strategic plan to accelerate our path to profitability and position Greenlane for sustainable, long-term value creation.”

As Chief Accounting Officer, Mr. Dahya will lead many of Greenlane’s principal financial activities.

Renah Persofsky Appointed to the Board of Directors
The Company has appointed Renah Persofsky as a Board Director. Ms. Persofsky has served as the Chief Executive Officer of Strajectory Corp. since 2010 and was an Executive Consultant of Canadian Imperial Bank of Commerce from 2011 to 2021. She presently serves as the Vice Chairwoman and Lead Director of Tilray Inc. (Nasdaq: TLRY) (previously Aphria Inc.), from October 2017, as well as Executive Chairwoman of Green Gruff Inc. since July 2019. Ms. Persofsky is also currently a Board Member of K.B. Recycling Ltd., (Alkemy) and Hydrofarm Holdings Group (Nasdaq: HYFM). Ms. Persofsky has also previously served as an Executive Consultant to many iconic brands including Tim Hortons, Canadian Tire, Canada Post and Interac, and was an Executive Officer of the Bank of Montreal. She previously co-chaired the Canadian Minister’s Advisory Committee on Electronic Commerce, as well as served as a Special Advisor to the Minister of Foreign Affairs and Trade.

Kovacevich continued: “On behalf of the entire Board, I’m thrilled to welcome Renah. Renah has over 40 years of business experience with a deep understanding of distribution and the global cannabis market. She



has worked intimately with many leading brands, which we believe will prove invaluable as we continue to grow our Greenlane Brands and become the leading house of brands in the ancillary cannabis industry. Further, Renah adds instant credibility with her corporate governance experience at leading cannabis organizations Tilray and Hydrofarm. We look forward to bringing her voice and perspective to our Board, as we continue to seek talented individuals from all walks of life to help lead Greenlane in its next stage of evolution.”

Resignation of Dallas Imbimbo from the Board of Directors
The Company also announced that Dallas Imbimbo, Chairman of the Nominating and Corporate Governance Committee, has resigned from the Company’s Board of Directors to pursue other business interests. A serial entrepreneur, Mr. Imbimbo was a founder of Kush Bottles and later KushCo Holdings, Inc. (“KushCo”), which merged with the Company in 2021. He was instrumental in establishing the process for revitalizing and diversifying Greenlane’s Board.

Mr. Imbimbo stated, “I feel very fortunate to have worked closely with Nick as a KushCo co-founder through the merger with Greenlane and later with the Greenlane Board. As the Company reimagines its business, I am very excited to see Renah Persofsky join the Board to help guide our executive team and propel Greenlane to the next level.”

Kovacevich added: “I would like to thank Dallas for all his hard work, insights and contributions to the Company. Dallas is one of the most talented and successful entrepreneurs that I know, and he’s been instrumental in the formation and growth of KushCo and the recent integration efforts post-merger. I’m lucky to have a business relationship and friendship with Dallas for almost two decades now, and I look forward to building on that relationship as Dallas steps down from the Board and continues to be one of Greenlane’s largest shareholders.”

About Greenlane Holdings, Inc.
Greenlane is the premier global platform for the development and distribution of premium cannabis accessories, packaging, vape solutions, and lifestyle products. We operate as a powerful house of brands and omni-channel distribution platform, providing unparalleled product quality, customer service, compliance knowledge, and operations and logistics to accelerate our customers' growth.

Founded in 2005, Greenlane serves a diverse and expansive customer base with more than 8,500 retail locations, including licensed cannabis dispensaries, smoke shops, and specialty retailers. As a pioneer in the cannabis space, Greenlane is the partner of choice for many of the industry's leading multi-state operators, licensed producers, and brands, including PAX Labs, Storz & Bickel (Canopy-owned), Cookies, Grenco Science, and CCELL.

We proudly own and operate a diverse brand portfolio including EYCE silicone pipes, DaVinci vaporizers, Pollen Gear™, the K.Haring Glass Collection by Higher Standards, Marley Natural™, and VIBES™ rolling papers. Higher Standards, Greenlane’s flagship brand, offers both a high-end product line and immersive retail experience with ground-breaking stores in New York City’s Chelsea Market and Malibu, California. Greenlane also owns and operates Vapor.com and VapoShop.com, two industry-leading, direct-to-consumer e-commerce platforms in North America and Europe respectively.

For additional information, please visit: https://gnln.com/.

Investor Contact
Najim Mostamand, CFA
Director of Investor Relations
714-539-7653
ir@greenlane.com

Cautionary Statement Regarding 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, including the achievement of profitability and long-term value creation; the Company's personnel strategies; 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, 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 Annual Report on Form 10-K for the year ended December 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.