0001743745--12-31FALSE00017437452023-06-022023-06-02
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): June 2, 2023 GREENLANE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| 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 with Certain Officers.
The Board of Directors (the “Board”) of Greenlane Holdings, Inc. (“Greenlane” or the “Company”) previously approved, subject to stockholder approval, the Third Amended and Restated Greenlane Holdings, Inc, 2019 Equity Incentive Plan (the “Amended Plan”). At the Company’s Annual Meeting of Stockholders held on June 2, 2023 (the “Annual Meeting”), the Company’s stockholders approved the Amended Plan, which among other things, increases the number of shares of Greenlane Class A common stock, $0.01 par value per share (the “Class A common stock”), authorized for issuance under the plan by 2,098,627 shares.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 2, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which will effect a one-for-10 Reverse Split (as defined below) of Greenlane’s issued and outstanding Class A common stock which will become effective at 5:01 PM Eastern Time on June 5, 2023, after the close of trading on The Nasdaq Global Market (“Nasdaq”). As a result of the Reverse Split, every 10 shares of Class A common stock issued and outstanding will be converted into one share of Class A common stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise be entitled to a fractional share of Class A common stock will instead receive a cash payment equal to such fraction multiplied by the average of the closing sales prices of the Class A common stock on the Nasdaq for the five consecutive trading days immediately preceding the effective date. The Reverse Split will not change the par value of the Class A common stock or the authorized number of shares of Class A common stock. The Reverse Split will affect all shareholders uniformly and will not alter any stockholder’s percentage interest in Greenlane’s equity (other than as a result of the payment of cash in lieu of fractional shares). All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of Class A common stock will be adjusted as a result of the Reverse Split, as required by the terms of each security. The number of shares available to be awarded under the Amended Plan, which was approved by stockholders at the Annual Meeting as described above, will also be appropriately adjusted. Greenlane has requested that Greenlane’s Class A common stock begin trading on June 6, 2023, on a post-reverse split basis on the Nasdaq under the existing symbol “GNLN.” The new CUSIP number for the Class A common stock will be 395330301. The foregoing brief description is qualified in its entirety by the text of the Certificate of Amendment, a copy of which is incorporated herein by reference as Exhibit 3.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 2, 2023. As of the close of business on April 26, 2023, the record date for the Annual Meeting, there were 15,993,137 shares of Class A common stock and 15,993.137 shares of shares of our Series A Preferred Stock, par value $0.0001 (“Series A Preferred Stock”) outstanding and entitled to vote on the proposals described below. The shares of Series A Preferred Stock were only authorized to vote on the Reverse Split Proposal (as defined below) and the Adjournment Proposal (as defined below). Following the approval of the Reverse Split Proposal, all outstanding shares of Series A Preferred Stock were automatically redeemed in accordance with the terms of the Certificate of Designation of the Series A Preferred Stock, dated April 12, 2023. At the Annual Meeting, the stockholders of the Company approved all of the proposals presented, which are described in detail in the Company’s Definitive Proxy Statement that was filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”).
As there were sufficient votes to approve the Reverse Split Proposal (as defined below) and the Equity Plan Proposal, stockholder action on a fifth proposal, to approve one or more adjournments of the Annual Meeting to another date, time and/or place, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Split Proposal or the Equity Plan Proposal (collectively, the “Adjournment Proposal”), was not required and Greenlane did not call the vote on that proposal.
Holders of 6,510,357 shares of Greenlane’s Class A common stock were present in person or represented by proxy at the Annual Meeting. The following are the voting results of the proposals submitted to Greenlane’s stockholders at the Annual Meeting:
Proposal 1: To elect the five director nominees named in the Proxy Statement.
| | | | | | | | | | | | | | |
| Director Nominee | For | Against | Abstain | Broker Non-Votes |
| Donald Hunter | 1,725,758 | 629,202 | 119,391 | 4,036,006 |
| Aaron LoCascio | 1,767,531 | 568,500 | 138,320 | 4,036,006 |
| Renah Persofsky | 1,684,259 | 674,566 | 115,526 | 4,036,006 |
| Craig Snyder | 2,151,774 | 227,960 | 94,617 | 4,036,006 |
| Jeff Uttz | 1,655,783 | 699,100 | 119,468 | 4,036,006 |
Proposal 2: To ratify the appointment of Marcum LLP as Greenlane’s independent registered public accounting firm for Greenlane’s fiscal year ending December 31, 2023.
| | | | | | | | |
| For | Against | Abstain |
| 6,131,468 | 273,477 | 105,412 |
| | |
Proposal 3: To approve the adoption of an amendment to Greenlane’s Amended and Restated Certificate of Incorporation, to be filed not later than November 20, 2023, to effect a reverse split of Greenlane’s Class A common stock at a ratio in the range of 1-for-five to 1-for-15 (collectively, the “Reverse Split”), with such ratio to be determined in the discretion of the Board and publicly disclosed prior to the effectiveness of the Reverse Split (the “Reverse Split Proposal”).
| | | | | | | | |
| For | Against | Abstain |
| 4,630,916,774 | 1,716,766,140 | 40,484,443 |
Proposal 4: To approve the Third Amended and Restated Greenlane Holdings, Inc. 2019 Equity Incentive Plan (the “Equity Plan Proposal”).
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 1,364,313 | 991,187 | 118,851 | 4,036,006 |
Item 7.01. Other Events.
On June 2, 2023, Greenlane issued a press release announcing the Reverse Split ratio approved by the Board and the date of effectiveness of the Certificate of Amendment. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in Item 7.01 of 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 Greenlane 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 | |
* 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.
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| | GREENLANE HOLDINGS, INC. |
| | | |
| Dated: June 2, 2023 | By: | /s/ Lana Reeve |
| | | Lana Reeve |
| | | Chief Financial and Legal Officer |
Greenlane Announces Board’s Approval of Reverse Stock Split Ratio
BOCA RATON, FL / June 2, 2023 – Greenlane Holdings, Inc. (Nasdaq: GNLN) (“Greenlane”), one of the largest global sellers of premium cannabis accessories, child-resistant packaging, and specialty vaporization products, today announced that it will effect a one-for-10 reverse stock split (“reverse split”) of its Class A common stock, par value $0.01 per share (“Class A common stock”), that will become effective on June 5, 2023 at 5:01 PM Eastern Time, after the close of trading on The Nasdaq Global Market (“Nasdaq”). Greenlane has requested that Greenlane’s Class A common stock begin trading on June 6, 2023, on a post-reverse split basis on the Nasdaq under the existing symbol “GNLN.”
The reverse split is primarily intended to bring Greenlane into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq. The new CUSIP number for the Class A common stock following the reverse split will be 395330301.
At Greenlane’s annual meeting of stockholders on June 2, 2023 (the “Annual Meeting”), Greenlane’s stockholders approved the proposal to authorize Greenlane’s board of directors (the “Board”), in its sole and absolute discretion, to file a certificate of amendment (the “Amendment”) to Greenlane’s amended and restated certificate of incorporation to effect the reverse split at a ratio to be determined by the Board, ranging from one-for-five to one-for-15. On June 2, 2023, the Board approved the reverse split at a ratio of one-for-10 and the Amendment was filed with the Secretary of State of the State of Delaware, which will become effective on June 5, 2023 at 5:01 PM Eastern Time, after the close of trading on the Nasdaq.
The reverse split will affect all issued and outstanding shares of Class A common Stock. All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of Class A common stock will be adjusted as a result of the reverse split, as required by the terms of each security. The number of shares available to be awarded under Greenlane’s Third Amended and Restated 2019 Equity Incentive Plan, which was approved by stockholders at the Annual Meeting, will also be appropriately adjusted. Following the reverse split, the par value of the Class A common stock will remain unchanged at $0.01 per share. The reverse split will not change the authorized number of shares of Class A common stock or preferred stock. No fractional shares will be issued in connection with the reverse split, and stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment equal to such fraction multiplied by the average of the closing sales prices of the Class A common stock (as adjusted to give effect to the reverse split) on the Nasdaq for the five consecutive trading days immediately preceding the effective date. The reverse split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in Greenlane’s equity (other than as a result of the payment of cash in lieu of fractional shares).
The reverse split will reduce the number of shares of Class A common stock issued and outstanding from approximately 16.0 million to approximately 1.6 million.
About Greenlane Holdings, Inc.
Founded in 2005, Greenlane is a premier global platform for the development and distribution of premium smoking accessories, vape devices, and lifestyle products to thousands of producers, processors, specialty retailers, smoke shops, convenience stores, and retail consumers. We operate as a powerful family of brands, third-party brand accelerator, and an omnichannel distribution platform.
We proudly offer our own diverse brand portfolio including DaVinci Vaporizers, Higher Standards, Groove, and Eyce, and our exclusively licensed Marley Natural and K.Haring branded products. We also offer a carefully curated set of third-party products such as Storz & Bickel (Canopy-owned), Pax, VIBES, and CCELL through our direct sales channels and our proprietary, owned and operated e-commerce platforms which include Vapor.com, Vaposhop.com, DaVinciVaporizer.com, PuffItUp.com, EyceMolds.com, HigherStandards.com, and MarleyNaturalShop.com.
For additional information, please visit: https://investor.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 current and future performance of the Company's business, the Company’s ability to satisfy the various rules and requirements imposed by The Nasdaq Stock Market, unforeseen technical issues that could result in Greenlane’s Class A common stock not trading on the Nasdaq on a post-reverse stock split basis on June 6, 2023 as expected 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, 2022, the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, 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
SOURCE: Greenlane Holdings, Inc.
