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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2022 GREENLANE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors Resignations
On December 20, 2022, Nicholas Kovacevich, Adam Schoenfeld and Richard Taney each provided notice of their intentions to resign as members of the Board of Directors (the “Board”) of Greenlane Holdings, Inc. (the “Company”), effective January 6, 2023 (the “Resignation Date” and collectively, the “Resignations”). Messrs. Kovacevich, Schoenfeld and Taney’s decisions to step down from the Board are due to their desires to pursue other interests and are not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
In connection with the Resignations, the Company will decrease the size of the Board from seven to five directors (the “Board Decrease”). As previously disclosed, Mr. Kovacevich will step down as Chief Executive Officer of the Company on December 31, 2022 and will continue his employment with the Company after the Resignation Date as Chief Corporate Development Officer, effective January 1, 2023 (the “Transition Date”).
Appointment of Craig Snyder to the Board of Directors
Concurrently with the Resignations, the Board will appoint Craig Snyder, the Company’s current President and as of the Transition Date, the Company’s Chief Executive Officer, to the Board to fill the vacancy created by the Resignations and the Board Decrease (the “Board Appointment” and together with the Resignations, the “Board Update”).
Item 7.01. Regulation FD Disclosure
On December 22, 2022, the Company issued a press release related to the Board Update, a copy of which is attached hereto as Exhibit 99.1 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 |
| | |
| | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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. |
| | | |
| Dated: December 22, 2022 | By: | /s/ Lana Reeve |
| | | Lana Reeve |
| | | Chief Financial and Legal Officer |
Greenlane Announces Changes to Board of Directors
BOCA RATON, FL / ACCESSWIRE / December 22, 2022 / Greenlane Holdings, Inc. ("Greenlane '' or the "Company") (NASDAQ:GNLN), one of the largest global sellers of premium cannabis accessories, child-resistant packaging, and specialty vaporization products, announced today changes to its board of directors.
As part of Greenlane's business transformation plan to a more profitable and lean company, Nick Kovacevich, Adam Schoenfeld, and Richard Taney will step down from the company’s Board of Directors; and Craig Snyder, incoming CEO, will join the company’s Board of Directors effective January 6, 2023. The reduction of the Board to five members reaffirms the board’s commitment to improve economics.
"To become more efficient and decisive, we are making changes to the makeup of the Board of Directors to support our transition to a higher margin, leaner, and more focused consumer business. Reducing the board to five directors will give Greenlane more flexibility and speed as we undertake significant, positive changes to the business in 2023, while also reducing cash expenses associated with a larger board,” stated Donald Hunter, Chairman of the Board. “I want to especially thank Nick, Rich, and Adam for their many contributions and service to the Board and the company.”
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 family of brands, third-party brand accelerator, and omni-channel distribution platform, providing unparalleled product quality, customer service, compliance knowledge, and operations and logistics to accelerate our customers' growth.
As a pioneer in the cannabis space, Greenlane has an incredible acumen for detecting opportunities in the marketplace. We proudly own and operate a diverse brand portfolio including DaVinci Vaporizers, Pollen Gear™, Higher Standards, Groove, and Eyce. Additionally, Greenlane strategically partners with leading multi-state operators, licensed producers, and brands, such as Storz & Bickel (Canopy-owned), Grenco Science, VIBES, and CCELL, to develop and distribute innovative and high-quality products.
Founded in 2005, Greenlane serves an expansive customer base comprised of thousands of retail locations, including licensed cannabis dispensaries, smoke shops, and specialty retailers. 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/.
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, statements relating to: the Company’s planned changes to its business model; the current and future performance of the Company's business, including comments relating to the Company's beliefs regarding its public market capitalization and valuation, and the efficiency and scalability of the Company's business; the ability to achieve, and to realize the anticipated benefits from, the Company's previously announced liquidity initiatives; changes to the Company’s Board of Directors and executive management; the ability to unlock value from the Company’s existing assets; 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, the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, and the Company's other filings with the SEC, which are accessible on the SEC's website at www.sec.gov. 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.
Investor Contact
ir@greenlane.com