What changed in this filing

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Item 9A. Controls and Procedures

2024-07-19 compared with 2023-03-31 · 754 added, 134 removed, 68 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act) of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of December 31, 2022.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial and Legal Officer, to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial and Legal Officer concluded that our disclosure controls and procedures were ineffective as of December 31, 2022 due to the material weaknesses identified and described below.

Management's Report on Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial and Legal Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial and Legal Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework).

Based on this evaluation, our Chief Executive Officer and Chief Financial and Legal Officer have concluded that as of December 31, 2022, the Company has not maintained effective internal control over financial reporting due to the material weaknesses identified and described below.

Because we are an "emerging growth company" under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.

Material Weaknesses

As previously described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2021, we began implementing a remediation plan to address the material weaknesses identified in the prior year, and our management continues to be actively engaged in the remediation efforts.

Among the previously reported design and operating deficiencies which contributed to material weaknesses in our control activities, management noted ineffective user access controls over certain IT systems to appropriately segregate duties and adequately restrict user access to financial applications and data to the appropriate personnel.

While certain compensating control activities have been designed and implemented to mitigate the risks related to ineffective user access controls, these

compensating control activities are not expected to operate at a level of precision that would prevent or detect a misstatement that could be material.

Control Environment

We did not maintain an effective control environment to enable the identification and mitigation of risks of material accounting errors and ensure corrective activities were appropriately applied, prioritized, and implemented in a timely manner.

Risk Assessment

As part of our remediation efforts related to the material weaknesses identified in the prior year, we continued our efforts during 2022 to design an effective risk assessment, which was not completed or fully implemented in order to identify and mitigate key business and financial reporting risks to the organization.

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

we conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act) of the effectiveness of our disclosure controls and procedures,

as defined in Rule 13a-15(e) under the Exchange Act as of December 31, 2023.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified

in the SEC’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information

required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including

our Chief Executive Officer and Chief Financial and Legal Officer, to allow timely decisions regarding required disclosure.

on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial and Legal Officer concluded

that our disclosure controls and procedures were ineffective as of December 31, 2023 due to the material weaknesses identified and described

Report on Internal Control Over Financial Reporting

management, including our Chief Executive Officer and Chief Financial and Legal Officer, is responsible for establishing and maintaining

adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting

includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only

in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial and Legal Officer,

we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the

framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) (2013 framework).

Based on this evaluation, our Chief Executive Officer and Chief Financial and Legal Officer have concluded that

as of December 31, 2023, the Company has not maintained effective internal control over financial reporting due to the material weaknesses

identified and described below.

we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required

to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.

previously described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2021, we began implementing a remediation

plan to address the material weaknesses identified in the prior year, and our management continues to be actively engaged in the remediation

the previously reported design and operating deficiencies which contributed to material weaknesses in our control activities, management

noted ineffective user access controls over certain IT systems to appropriately segregate duties and adequately restrict user access

to financial applications and data to the appropriate personnel.

While certain compensating control activities have been designed and

implemented to mitigate the risks related to ineffective user access controls, these compensating control activities are not expected

to operate at a level of precision that would prevent or detect a misstatement that could be material.

did not maintain an effective control environment to enable the identification and mitigation of risks of material accounting errors

and ensure corrective activities were appropriately applied, prioritized, and implemented in a timely manner.

part of our remediation efforts related to the material weaknesses identified in the prior year, we continued our efforts during 2023

to design an effective risk assessment, which was not completed or fully implemented in order to identify and mitigate key business and

financial reporting risks to the organization.

Control deficiencies were identified which constitute material weaknesses relating to:

(i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives, (iii) considering the potential for fraud in assessing risks to the achievement of objectives, and (iv) identifying and assessing changes that could significantly impact the system of internal controls.

Control Activities

As part of our remediation efforts related to the material weaknesses identified in the prior year, we continued our efforts during 2022 to design and implement control activities, however, design efforts relating to control activities were not fully implemented.

Control deficiencies were identified associated with control activities.

Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to:

(i) selecting and developing control activities that contribute to the mitigation of risks and support achievement of objectives, (ii) selecting and developing general control activities over technology to support the achievement of objectives, and (iii) deploying control activities through policies that establish what is expected and procedures that put policies into action.

The following design and operating deficiencies, individually and in the aggregate, contributed to material weaknesses in our control activities, including:

• Lack of direct and precise journal entry review

• Ineffective user access controls over certain IT systems to appropriately segregate duties and adequately restrict user access to financial applications and data to the appropriate personnel, including systems and data used in financial close and reporting

Information and Communication

We did not implement effective information and communication control activities.

A control deficiency was identified which constitutes a material weakness relating to information technology controls, which includes information security, systems change management and computer operations for systems and applications that are critical to processing financial transactions and capturing and reporting information in the financial reporting process.

These ineffective information technology controls contributed to ineffective data validation of spreadsheets and system-generated reports utilized in the preparation of the financial statements and disclosures.

We did not implement effective monitoring activities.

Control deficiencies were identified which constitute material weaknesses, individually and in the aggregate, relating to:

(i) selecting, developing, and performing ongoing evaluation to ascertain whether the components of internal controls are present and functioning, and (ii) evaluating and communicating internal control deficiencies in a timely manner to those parties responsible for taking corrective action.

Remediation Plan and Status

As previously disclosed, in 2021, we began a multi-year implementation of a new ERP system, which will replace our existing core financial systems, and which we expect will be completed in 2023.

Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures, based upon which, management expects to focus its allocation of organizational resources to ensure the successful implementation of the new ERP system, including as it relates to designing and implementing effective control activities.

Conversely, management expects limited efforts related to re-designing user access roles and permissions in the legacy ERP system in 2023 .

Based on these considerations, and subject to management’s ongoing assessment, we do not expect that the previously reported material weaknesses related to ineffective user access controls will be considered remediated until we complete the implementation of our new ERP system.

Additionally, to remediate the identified material weaknesses, we are continuing to take the following remediation actions:

• implement enhancements to company-wide risk assessment processes and to process and control documentation;

• enhance the Company's review and sign-off procedures for IT implementations;

• implement additional review procedures designed to enhance the control owner’s execution of control activities, including entity level controls, through the implementation of improved documentation standards evidencing execution of these controls, oversight, and training;

• improve control activities and procedures associated with certain accounting areas, including proper segregation of duties and assigning personnel with the appropriate experience as preparers and reviewers over analyses relating to such accounting areas;

• educate and train control owners regarding internal control processes to mitigate identified risks and maintain adequate documentation to evidence the effective design and operation of such processes;

• implement enhanced controls to monitor the effectiveness of the underlying business process controls that are dependent on the data and financial reports generated from the relevant information systems.

We are also continuing to evaluate additional controls and procedures that may be required to remediate the identified material weaknesses.

We cannot provide assurances that the previously reported material weaknesses will be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

As discussed above, in 2020 we began a multi-year implementation of a new ERP system which will fully replace our legacy financial systems in 2023.

The ERP system is designed to accurately maintain the Company’s financial records, enhance the flow of financial information, improve data management and provide timely information to our management team.

As the phased implementation of the new ERP system progresses, we expect to continue to change certain processes and procedures which, in turn, are expected to result in changes to our internal control over financial reporting.

As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

There were no other changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

(i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives,

(iii) considering the potential for fraud in assessing risks to the achievement of objectives, and (iv) identifying and assessing changes

that could significantly impact the system of internal controls.

part of our remediation efforts related to the material weaknesses identified in the prior year, we continued our efforts during 2023

to design and implement control activities, however, design efforts relating to control activities were not fully implemented.

deficiencies were identified associated with control activities.

Specifically, these control deficiencies constitute material weaknesses,

either individually or in the aggregate, relating to:

(i) selecting and developing control activities that contribute to the mitigation

of risks and support achievement of objectives, (ii) selecting and developing general control activities over technology to support the

achievement of objectives, and (iii) deploying control activities through policies that establish what is expected and procedures that

put policies into action.

following design and operating deficiencies, individually and in the aggregate, contributed to material weaknesses in our control activities,

of direct and precise journal entry review

● Ineffective

user access controls over certain IT systems to appropriately segregate duties and adequately

restrict user access to financial applications and data to the appropriate personnel, including

systems and data used in financial close and reporting

and Communication

did not implement effective information and communication control activities.

A control deficiency was identified which constitutes a

material weakness relating to information technology controls, which includes information security, systems change management and computer

operations for systems and applications that are critical to processing financial transactions and capturing and reporting information

in the financial reporting process.

These ineffective information technology controls contributed to ineffective data validation of spreadsheets

and system-generated reports utilized in the preparation of the financial statements and disclosures.

did not implement effective monitoring activities.

Control deficiencies were identified which constitute material weaknesses, individually

and in the aggregate, relating to:

(i) selecting, developing, and performing ongoing evaluation to ascertain whether the components of

internal controls are present and functioning, and (ii) evaluating and communicating internal control deficiencies in a timely manner

to those parties responsible for taking corrective action.

Plan and Status

in Internal Control Over Financial Reporting

discussed above, in 2021 we began a multi-year implementation of a new ERP system which fully replaced our legacy financial systems

The ERP system is designed to accurately maintain the Company’s financial records, enhance the flow of financial information,

improve data management and provide timely information to our management team.

were no other changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints,

and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because

of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two

or more people, or by management override of the controls.

The design of any system of controls is based in part upon certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance

with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due

to error or fraud may occur and not be detected.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022.

Directors and Officers

As of the date of this Report, our directors and executive officers are

Executive Officer

Legal and Finance Officer

of the Board of Directors

Age as of July 18, 2024.

Sher has previously served as our Chief Operations Officer beginning in November 2023 and was appointed Chief Executive

Officer in May 2024.

She brings over 20 years of experience in senior executive roles at both large and small and public and private

Sher has served as SVP of Customer Experience at the Company since June 2022, and previously served as Senior Vice President

of Retail Sales at Newfold Digital, Inc., Vice President of Business Development at Newfold Digital, Inc., and as Vice President of Business

Development at Web.com.

Sher received her MBA from Seton Hall University and her B.A.

in communications from The College of New Jersey.

Reeve has served as our Chief Financial and Legal Officer since December 2022.

Reeve brings over 25 years of experience

in senior legal and finance roles at both large and small and public and private companies.

Prior to her current role, Ms.

Reeve previously

served as President and Chief Legal Officer at Authentys, Inc., Senior Vice President, Legal M&A at RealPage, Inc., and Executive

Vice President, Finance and Legal, and Chief Legal Officer at NWP Services Corporation.

Reeve received her J.D.

from Santa Clara

University School of Law and her B.S.

in business and finance from San Jose State University.

Hunter has served as a director since the merger with KushCo in August 2021 and previously served as a director of KushCo

from February 2018 until the closing of the merger.

Since 2007, Mr.

Hunter has served as principal at Donald Hunter, LLC, a consulting

practice that assists private equity firms and entrepreneurs to enhance the value of their technology companies.

He previously served

as Chief Operating Officer and Chief Financial Officer of Harbor Global Company Limited, a publicly traded investment management, natural

resources, and real-estate company from 2000 through 2006, and as a senior executive at The Pioneer Group, Inc.

from 1988 through 2000,

with responsibility for international start-up companies.

Hunter began his career at the General Electric Company, where he was a

member of the corporate audit staff and a graduate of its Financial Management Training Program.

Since 2013, Mr.

Hunter has served as

a member of the board of directors of The LGL Group, Inc.

(“LGL”), an NYSE-listed frequency and spectrum control engineering

and manufacturing company, and also serves as the Chairman of the LGL Audit Committee and a member of its Nominating Committee, and formerly

served on its Compensation Committee.

Previously, Mr.

Hunter served as a member of the board of directors, Chairman of the Audit Committee

and member of the Nominating Committee of Juniper Pharmaceuticals, a Nasdaq-listed specialty pharmaceuticals company, from March 2014

through March 2016, and a member of the board of directors of LICT Corporation, a holding company with subsidiaries in telecommunications

and multimedia, from June 2014 through June 2015.

Hunter qualifies as a financial expert under the applicable rules of the SEC and

is an active member of the National Association of Corporate Directors.

He holds a Bachelor of Science, magna cum laude, and an MBA with

high honors from Boston University.

Hunter’s more than 25 years of public company experience and knowledge of corporate governance,

SEC reporting, internal controls, international operations and mergers and acquisitions matters led to his appointment as director.

Persofsky has served as a director since April 2022.

Persofsky has served as the Chief Executive Officer of Strajectory

since 2010 and was an Executive Consultant of Canadian Imperial Bank of Commerce from 2011 to 2021.

Since October 2017 Ms.

has served as the Vice Chairwoman and Lead Director of Tilray Inc.

TLRY) (previously Aphria Inc.) and has served as the Executive

Chairwoman of Green Gruff Inc.

since July 2019.

Persofsky is also currently a Board Member of K.B.

Recycling Ltd., (Alkemy) and Hydrofarm

Holdings Group (Nasdaq:

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.

Persofsky’s extensive public company board experience and governance and management experience led to her

appointment to the Board.

LoCascio, our co-founder, has served as a director since May 2018, served as our President from August 2021 until December

2021, served as our Chief Executive Officer from May 2018 until August 2021 and served as the Chief Executive Officer of Greenlane Holdings,

LLC from its inception in 2007 until August 2021.

He received his Associate’s degree in Accounting from Valencia Community College.

LoCascio brings to the board extensive executive leadership experience, industry relationships and knowledge, and, through his position

as our co-founder and as our former Chief Executive Officer and President, he will use his full range of skills and perspective to further

relationships

are no family relationships among any of our executive officers or directors.

Audit Committee is comprised of Ms.

Persofsky and Mr.

Hunter is the chair of the Audit Committee, and Mr.

Hunter qualifies

as an “audit committee financial expert” as that term is defined by the applicable regulations of the Securities and Exchange

Commission (the “SEC”).

The Board as determined that each of the directors serving on our Audit Committee is “independent”

within the meaning of the applicable rules of the SEC and the Nasdaq listing standards.

of Conduct and Ethics

Board has established a code of conduct and ethics that applies to our officers, directors and employees.

Among other matters, our code

of business conduct and ethics is designed to deter wrongdoing and to promote:

and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional

relationships;

fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

with applicable laws, rules and regulations;

internal reporting of violations of the code to appropriate persons identified in the code;

accountability

for adherence to the code of business conduct and ethics.

waiver of the code of conduct and ethics for our executive officers or directors must be approved by our Board or a committee of our

Board, and any such waiver shall be promptly disclosed to stockholders as required by law and Nasdaq regulations.

Nomination Procedures

of the date of this Report, there have been no material changes to the procedures by which stockholders may recommend nominees to our

Board of Directors.

Section 16(a) Reports

16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class

of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC.

Executive officers, directors

and greater than 10% stockholders are required by the SEC to furnish us with copies of all Forms 3, 4 and 5 that they file.

on our review of the copies of such forms, and/or on written representations from the reporting persons that they were not required to

file a Form 5 for the fiscal year, we believe that these filing requirements were satisfied by the reporting persons during the fiscal

year ended December 31, 2023;

except for one Form 4 filed with the SEC on May 30, 2023, by Craig Snyder, our former Chief Executive Officer,

related to Class A Common Stock acquired by Mr.

Snyder on May 22, 2023.

EXECUTIVE COMPENSATION

OF NAMED EXECUTIVE OFFICERS

following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies and smaller

reporting companies under SEC rules.

Our named executive officers (“NEOs”) for the year ended December 31, 2023 were Barbara

Sher, our current Chief Executive officer, Nicholas Kovacevich, our former Chief Corporate Development Officer, Craig Snyder, our former

Chief Executive Officer, Lana Reeve, our Chief Financial and Legal Officer, William Mote, our former Chief Financial Officer, and Darshan

Dahya, our former Chief Accounting Officer.

compensation of our NEOs generally consists of a combination of base salary, bonuses and equity-based compensation.

Bonus awards for

2023 and 2022 were determined at the sole discretion of the Compensation Committee based on an assessment of the performance of the NEOs.

following tables contain certain compensation information for our NEOs in the fiscal years ended December 31, 2023 and 2022.

Compensation Table

Name and Principal Position

Option Awards(1)

Stock Awards(1)

All Other Compensation

Nicholas Kovacevich (2) Former Chief Corporate Development

Barbara Sher (7) Chief Operating Officer

Craig Snyder (3) Former Chief Executive Officer

Darshan Dahya (4) Former Chief Accounting Officer

William Mote (5) Former Chief Financial Officer

Lana Reeve (6) Chief Financial and Legal Officer

Represents the grant date fair value determined in accordance with FASB ASC Topic 718.

Kovacevich stepped down from his position as Chief Executive Officer of the Company effective December 31, 2022 and was appointed

Chief Corporate Development Officer of the Company effective January 1, 2023.

Snyder was appointed Chief Executive Officer of the Company effective January 1, 2023 and subsequently stepped down in May 2024.

Dahya stepped down from his position as Chief Accounting Officer of the Company effective December 31, 2022.

Dahya did not join

the Company until April 2022.

At the time of his resignation, $12,500 of Mr.

Dahya’s stock awards reflected in the table above

had vested and none of his option awards had vested.

Dahya’s unvested awards were forfeited in connection with his resignation.

Mote stepped down from his position as Chief Financial Officer of the Company effective May 17, 2022.

In connection with his resignation,

Mote entered into a Separation and General Release Agreement with Warehouse Goods (as defined below) on May 16, 2023, which provided

for a cash severance payment totaling $218,418.87, representing six months’ salary, fifty percent of Mr.

Mote’s pro-rated

bonus eligibility for 2022, and COBRA payments for six months.

Mote’s equity awards granted in 2022 and reflected in

the table above had vested prior to his resignation.

Mote’s unvested awards were forfeited in connection with his resignation.

Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.

Sher was appointed Chief Operations Officer of the Company effective November 14, 2023 and subsequently named Chief Executive Offering

Equity Awards at Fiscal Year-End December 31, 2023

following table presents information about our NEO’s outstanding equity awards as of December 31, 2023.

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares That Have Not Vested

Market Value of Shares That Have Not Vested(1)

Barbara Sher(1) Chief Executive Officer

Lana Reeve (2) Chief Financial and Legal Officer

Craig Snyder (3) Former Chief Executive Officer

value of shares reflects the number of shares multiplied by $0.2828 per share, which was the closing price of our Class A Common Stock

on the Nasdaq Capital Market on July 17, 2024.

Sher was previously Chief Operating Officer and appointed Chief Executive Officer effective May 25, 2024.

Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.

Snyder was appointed Chief Executive Officer of the Company effective January 1, 2023 and resigned in May 2024.

December 6, 2022, Warehouse Goods LLC, our wholly owned subsidiary (“Warehouse Goods”) entered into an

employment agreement with Lana Reeve, our Chief Financial and Legal Officer.

On November 14, 2023, Warehouse Goods entered into an

Executive Employment Agreement with Barbara Sher, our Chief Operations Officer.

Pursuant to these employment agreements, Ms.

Reeve and Ms.

Sher currently are entitled to following compensation:

Name and Principal Position

Annual Base Salary

Chief Executive Officer (1)

Up to 60% of base salary based upon the attainment of one or more performance goals

Chief Financial and Legal Officer (3)

Up to 60% of base salary based upon the attainment of one or more performance goals

Sher was formerly the Chief Operating Officer and appointed Chief Executive Officer of the Company effective May 25,

Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.

Reeve and Ms.

Sher’s employment agreements provides for an original term of up to one year.

Reeve and Ms.

employment agreements also provide for automatic one-year extensions unless either party gives written notice of termination not less

than 60 days prior to the termination of the then-current term.

Reeve and Ms.

Sher are entitled to the annual compensation described

above and are eligible to receive an annual incentive bonus.

Reeve and Ms.

Sher’s performance against this bonus are determined

by company performance and individual performance.

Reeve and Ms.

Sher, the weighting is 60% company and 30% individual calculated

upon the base salary as shown above.

During the term of employment, Ms.

Reeve and Ms.

Sher are entitled to participate in all employee

benefit plans and programs made available to our employees generally, subject to the eligibility and participation restrictions of each

such plan or program and entitled to reimbursement for all reasonable business expenses incurred in connection with carrying out their

respective duties.

to their employment agreements, Ms.

Reeve and Ms.

Sher may terminate their employment at any time without cause.

Reeve and Ms.

Sher are terminable by us at any time:

(i) without cause;

(ii) for cause (as defined in each of Ms.

Reeve and Ms.

employment agreements);

(iii) in the event of death;

or (iv) in the event of disability that cannot be accommodated under the

requirements of law.

Upon termination of Ms.

Reeve’s or Ms.

Sher’s employment agreements, neither party shall have any

further obligation except for obligations accruing prior to the date of termination.

If terminated without cause, Ms.

Reeve and Ms.

Sher are entitled to receive his or her base salary to the date of termination, any bonus that has accrued but is unpaid as of the

date of termination and any reimbursable expenses not yet reimbursed as of such date.

If terminated without cause, Ms.

Reeve and Ms.

Sher are also entitled to severance equal nine months of their base salary in effect on the date of termination.

addition, if terminated without cause, Ms.

Reeve and Ms.

Sher are entitled to a cash payment equal to the applicable COBRA premium

payments that would be payable by Ms.

Reeve and Ms.

Sher to continue their Company-provided healthcare services for themselves and

any dependents (the “Company Healthcare Plan”) covered at the time of termination (collectively, the “COBRA

If terminated without cause, Ms.

Reeve and Ms.

Sher are entitled a COBRA Payment equal to four months of

coverage under the Company Healthcare Plan.

to their employment agreements, Ms.

Reeve and Ms.

Sher are subject to customary confidentiality restrictions and work-product provisions,

Reeve and Ms.

Sher are subject to customary non-competition covenants and non-solicitation covenants with respect to our employees,

consultants and customers.

do not currently maintain any retirement plans, other than matching 401(k) plans, for our executives or other employees.

the fiscal year ended December 31, 2023, each of our independent directors received a base annual fee of $60,000, paid in quarterly installments.

In consideration for their attendance at meetings of the Board exceeding the 10 designated Board meetings, Messrs.

Hunter, Uttz and Taney

received an additional fee of $10,000 and Messrs.

LoCasio and Schoenfeld and Ms.

Persofsky received an additional fee of $5,000.

Additionally,

as compensation for serving as the chair of the Board or the chair of a Board committee, Messrs, Taney and Hunter and Ms.

Persofsky received

a base annual fee of $16,000, paid in quarterly installments.

As compensation for serving on our Board, each independent director then

serving also received an award of 53,996 restricted shares of Class A Common Stock and 69,450 options to buy shares of Class A Common

Stock on January 5, 2022.

Upon her appointment to the Board, Ms.

Persofsky received 113,636 restricted shares of Class A Common Stock

and 145,079 options to buy shares of Class A Common Stock on April 11, 2022.

In addition, we reimburse our directors for their reasonable

out-of-pocket expenses incurred in attending Board and committee meetings.

Snyder does not receive any additional compensation for

his service on the Board.

following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies under SEC

rules and the JOBS Act.

Compensation Table

following table provides information on the compensation of our directors for the fiscal year ended December 31, 2023, other than Mr.

Snyder, who received no separate compensation for his service as a director.

For information related to the compensation of Mr.Snyder,

please refer to “Executive Officer Compensation — Summary Compensation Table.”

Fees Paid in Cash

Donald Hunter

Aaron LoCascio

Renah Persofsky

Adam Schoenfeld (2)

Richard Taney(3)

Represents the aggregate grant date fair value of restricted shares of Class A Common Stock and options to buy shares of Class A Common

Stock granted on January 5, 2022 (April 11, 2022 with respect to Ms.

Persofsky) computed in accordance with FASB ASC Topic 718.

Schoenfeld resigned from the Board effective January 6, 2023.

Taney resigned from the Board effective January 6, 2023.

Uttz resigned from the Board effective October 13, 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information as of July 18, 2024, regarding the beneficial ownership of shares of our Class A Common

Stock (including shares issuable upon the exercise or conversion of securities that entitle the holders thereof to obtain Class A Common

Stock upon exercise or conversion in accordance with the terms thereof) by (a) each of our directors, (b) each of our executive officers,

(c) all of our directors and executive officers as a group, and (d) each person known to us to be the beneficial owner of more than five

percent of our Class A Common Stock.

Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting

and dispositive power with respect to such shares.

The SEC has defined “beneficial ownership” of a security to mean the possession,

directly or indirectly, of voting power and/or dispositive power with respect to such security.

A stockholder is also deemed to be, as

of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through

(a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account

or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement.

otherwise indicated, the address of each person listed below is c/o Greenlane Holdings, Inc.

1095 Broken Sound Parkway, Suite 100, Boca

Raton, Florida 33487.

Donald Hunter(2)

Renah Persofsky(3)

Aaron LoCascio (4)

Barbara Sher(5)

All executive officers, directors and director nominees as a group (5 people)

Greater than 5% Beneficial Owners

Armistice Capital, LLC (6)

Hudson Bay Capital Management LP (7)

on an aggregate of 5,821,359 shares of our Class A Common Stock outstanding as of July 18, 2024.

899 shares of Class A Common Stock issuable upon exercise of stock options within 60 days after July 18, 2024.

725 shares of Class A Common Stock issuable upon exercise of stock options within 60 days after July 18, 2024.

422 shares of Class A Common Stock issuable upon exercise of stock options within 60 days after July 18, 2024.

100 shares of Class A Common Stock issuable upon exercise of stock options within 60 days after July 18, 2024

solely upon the Schedule 13G filed with the SEC by the beneficial owner on February 14, 2024 reporting beneficial ownership as of December

31, 2023, Armistice Capital, LLC possess shared voting shared dispositive power over 381,044 shares.

Armistice Capital, LLC is the investment

manager of Armistice Capital Master Fund Ltd.

(the “Master Fund”), the direct holder of the shares, and pursuant to an Investment

Management Agreement, Armistice Capital, LLC exercises voting and investment power over the securities of held by the Master Fund and

thus may be deemed to beneficially own the securities held by the Master Fund.

Steven Boyd, as the managing member of Armistice Capital,

LLC, may be deemed to beneficially own the securities held by the Master Fund.

The Master Fund specifically disclaims beneficial ownership

of the securities directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment

Management Agreement with Armistice Capital, LLC.

solely upon the Schedule 13G filed with the SEC by the beneficial owner on February 5, 2024 reporting beneficial ownership as of December

31, 2023, Hudson Bay Capital Management LP (the “Investment Manager”) and Sander Gerber possess shared voting shared dispositive

power over 294,806 shares.

Includes 294,806 shares of Class A Common Stock issuable upon exercise of warrants.

The Investment Manager

serves as the investment manager to Hudson Bay Master Fund Ltd.

and Hudson Bay Fund LP, in whose name the securities are held.

the Investment Manager may be deemed to be the beneficial owner of all shares of Class A Common Stock, subject to a 9.99% ownership blocker,

if any, underlying the securities held by Hudson Bay Master Fund Ltd.

and Hudson Bay Fund LP.

Gerber serves as the managing member

of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager.

Gerber disclaims beneficial ownership of these

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Party Transaction Policy

Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper

valuation (or the perception thereof).

Our Board has adopted a written policy on transactions with related persons under which:

related-person transaction must be reviewed and approved or ratified by the Audit Committee, or the chair of the Audit Committee in the

event management decides it is not practicable or desirable to wait until the next committee meeting;

must periodically inquire of directors and officers with respect to any potential related-person transaction of which they may be a party

or of which they may be aware.

employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation

committee of the Board or recommended by the compensation committee to the Board for its approval.

connection with the review and approval or ratification of a related-person transaction:

must disclose to the Audit Committee or the chair of the Audit Committee, (i) the basis on which the person is a related person;

the material facts of the related-party transaction, including the proposed aggregate value of such transaction or, in the case of indebtedness,

the amount of principal and interest that would be involved and other principal terms of such indebtedness;

(iii) the benefits to the

Company of the proposed related-party transaction;

(iv) if applicable, the availability of other sources of comparable products or services;

and (v) an assessment of whether the proposed related-party transaction is on terms that are comparable to the terms available to an

unrelated third party or to employees unrelated third parties or to employees generally.

The Audit Committee may seek bids, quotes or

independent valuations from third parties in connection with assessing any related-person transaction;

the extent required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, management

must ensure that the related-person transaction is disclosed in accordance with such acts and related rules.

addition, the related-person transaction policy provides that from time-to-time Audit Committee shall review any previously approved

or ratified related-party transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable

to or receivable from the Company of more than $75,000.

Based on all relevant facts and circumstances, taking into consideration the

Company’s contractual obligations, the Audit Committee shall determine if it is in the best interests of the Company and its stockholders

to continue, modify or terminate the related-person transaction.

Party Transactions

operate our business through Greenlane Holdings, LLC and its subsidiaries.

The operations of Greenlane Holdings, LLC, are set forth in

the Greenlane Holdings, LLC’s Fourth Amended and Restated Operating Agreement, which we refer to as the “Operating Agreement.”

As of December 31, 2023, we are the sole member of Greenlane Holdings, LLC and hold all of the outstanding common units in Greenlane

Holdings, LLC.

are the sole manager of Greenlane Holdings, LLC.

As the manager, we control all of the day-to-day business affairs and decision-making

of Greenlane Holdings, LLC.

As such, we, through our officers and directors, are responsible for all operational and administrative decisions

of Greenlane Holdings, LLC and the day-to-day management of Greenlane Holdings, LLC’s business.

are not entitled to compensation for our services as the manager.

We are entitled to reimbursement by Greenlane Holdings, LLC for all

fees and expenses incurred on behalf of Greenlane Holdings, LLC, including all expenses associated with this offering and maintaining

our corporate existence, and all fees, expenses and costs of being a public company (including expenses incurred in connection with public

reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, legal fees, SEC and FINRA filing

fees and offering expenses) and maintaining our corporate existence, including all costs of maintaining our Board and committees of the

board, executive compensation and certain insurance policies.

Distributions

Operating Agreement requires “tax distributions,” as that term is defined in the Operating Agreement, to be made by Greenlane

Holdings, LLC to its “members,” as that term is defined in the Operating Agreement.

Tax distributions will be made at least

annually based on such member’s allocable share of the taxable income of Greenlane Holdings, LLC and at a commencing tax rate equal

tothe highest effective marginal combined federal, state and local income tax rate applicable to corporate or individual taxpayers that

may potentially apply to any member for the relevant period taking into account (i) any deductions pursuant to Section 199A of the Code,

and (ii) the character of the relevant tax items (e.g., ordinary or capital), as we, as the sole manager of Greenlane Holdings, LLC,

reasonably determine.

For this purpose, the taxable income of Greenlane Holdings, LLC, and our allocable share of such taxable income,

shall be determined without regard to any tax basis adjustments that result from our deemed or actual purchase of Common Units from the

members (as described below under “— Tax Receivable Agreement”).

The tax rate used to determine tax distributions will

apply regardless of the actual final tax liability of any such member.

Tax distributions will also be made only to the extent all distributions

from Greenlane Holdings, LLC for the relevant period were otherwise insufficient to enable each member to cover its tax liabilities as

calculated in the manner described above.

The Operating Agreement also allows for distributions to be made by Greenlane Holdings, LLC

to its members on a pro rata basis out of “distributable cash,” as that term is defined in the Operating Agreement.

Greenlane Holdings, LLC may make distributions out of distributable cash periodically to the extent permitted by the agreements governing

its indebtedness and as required by Greenlane Holdings, LLC for its capital and other needs, such that we in turn are able to make dividend

payments, if any, to the holders of our Class A Common Stock.

Operating Agreement provides that the decision of the manager will be required to voluntarily dissolve Greenlane Holdings, LLC.

to a voluntary dissolution, Greenlane Holdings, LLC will be dissolved upon a change of control transaction under certain circumstances,

as well as upon the entry of a decree of judicial dissolution or other circumstances in accordance with Delaware law.

Upon a dissolution

event, the proceeds of a liquidation will be distributed in the following order:

(i) first, to pay all expenses of winding up Greenlane

Holdings, LLC;

and (ii) second, to pay all debts and liabilities and obligations of Greenlane Holdings, LLC.

Indemnification

and Exculpation

Operating Agreement provides for indemnification for all expenses, liabilities and losses reasonably incurred by any person by reason

of the fact that such person is or was a member or is or was serving at the request of Greenlane Holdings, LLC as the manager, an officer,

an employee or an agent of Greenlane Holdings, LLC;

provided, however, that there will be no indemnification for actions made not in

good faith or in a manner which the person did not reasonably believe to be in or not opposed to the best interests of Greenlane Holdings,

LLC, or, with respect to any criminal action or proceeding other than by or in the right of Greenlane Holdings, LLC, where the person

had reasonable cause to believe the conduct was unlawful, or for breaches of any representations, warranties or covenants by such person

or its affiliates contained in the Operating Agreement or in other agreements with Greenlane Holdings, LLC.

as the manager, and our affiliates, will not be liable to Greenlane Holdings, LLC for damages incurred by any acts or omissions as the

manager, provided that the acts or omissions of these exculpated persons are not the result of fraud, intentional misconduct, knowing

violations of law, or breaches of the Operating Agreement or other agreement with Greenlane Holdings, LLC.

Receivable Agreement

connection with our initial public offering we entered into a tax receivable agreement (the “Tax Receivable Agreement”) with

Greenlane Holdings, LLC and each of the members of Greenlane Holdings, LLC.

We expect to obtain an increase in our share of the tax basis

of the assets of Greenlane Holdings, LLC when a member receives cash or shares of our Class A Common Stock in connection with a redemption

or exchange of such member’s Common Units for Class A Common Stock or cash (such basis increase, the “Basis Adjustments”).

We intend to treat such acquisition of Common Units as a direct purchase by us of Common Units or net capital assets from a member for

federal income and other applicable tax purposes, regardless of whether such Common Units are surrendered by a member to Greenlane

Holdings, LLC for redemption or sold to us upon the exercise of our election to acquire such Common Units directly.

Basis Adjustments

may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities.

The Basis Adjustments

may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to

those capital assets.

Tax Receivable Agreement provides for the payment by us to such persons of 85% of the amount of tax benefits, if any, that we actually

realize, or in some circumstances are deemed to realize, as a result ofthe Transactions described above, including increases in the tax

basis of the assets of Greenlane Holdings, LLC arising from such Transactions, and tax basis increases attributable to payments made

under the Tax Receivable Agreement and deductions attributable to imputed interest and other payments of interest pursuant to the Tax

Receivable Agreement.

Greenlane Holdings, LLC will have in effect an election under Section 754 of the Code effective for each taxable

year in which a redemption or exchange of Common Units for shares of our Class A Common Stock or cash occurs.

These Tax Receivable Agreement

payments are not conditioned upon any continued ownership interest in either Greenlane Holdings, LLC or us by any member.

of each member under the Tax Receivable Agreement are assignable by each member with our consent, which we may not unreasonably withhold,

so long as the assignee joins as a party to the Tax Receivable Agreement.

We expect to benefit from the remaining 15% of tax benefits,

if any, that we may actually realize.

actual Basis Adjustments, as well as any amounts paid to the members under the Tax Receivable Agreement, will vary depending on a number

of factors, including:

timing of any subsequent redemptions or exchanges — for instance, the increase in any tax deductions will vary depending

on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Greenlane Holdings, LLC at the time of

each redemption or exchange;

price of shares of our Class A Common Stock at the time of redemptions or exchanges — the Basis Adjustments, as well

as any related increase in any tax deductions, is directly related to the price of shares of our Class A Common Stock at the time of

each redemption or exchange;

extent to which such redemptions or exchanges are taxable — if a redemption or exchange is not taxable for any reason,

increased tax deductions will not be available;

amount and timing of our income — the Tax Receivable Agreement generally will require us to pay 85% of the tax benefits

as and when those benefits are treated as realized under the terms of the Tax Receivable Agreement.

If we do not have taxable income,

we generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make

payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have been actually realized.

any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be

utilized to generate tax benefits in previous or future taxable years.

The utilization of any such tax attributes will result in payments

under the Tax Receivable Agreement.

purposes of the Tax Receivable Agreement, cash savings in income and franchise tax are computed by comparing our actual income and franchise

tax liability to the amount of such taxes that we would have been required to pay had there been no Basis Adjustments and had the Tax

Receivable Agreement not been entered into.

The Tax Receivable Agreement generally applies to each of our taxable years, beginning with

the first taxable year ending after the completion of this offering.

There is no maximum term for the Tax Receivable Agreement;

the Tax Receivable Agreement may be terminated by us pursuant to an early termination procedure that requires us to pay the members an

agreed upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated based on

certain assumptions, including regarding tax rates and utilization of the Basis Adjustments).

payment obligations under the Tax Receivable Agreement are obligations of our company and not of Greenlane Holdings, LLC.

actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that

we may be required to make to the members could be substantial.

Any payments made by us to members under the Tax Receivable Agreement

will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Greenlane Holdings, LLC and,

to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will

be deferred and will accrue interest until paid by us.

made by us in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations

or other changes in control, may influence the timing and amount of payments that are received by a member under the Tax Receivable Agreement.

For example, the earlier disposition of assets following a transaction that results in a Basis Adjustment will generally accelerate payments

under the Tax Receivable Agreement and increase the present value of such payments.

Tax Receivable Agreement provides that if (i) we materially breach any of our material obligations under the Tax Receivable Agreement,

(ii) certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, or (iii) we elect

an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable

Agreement would accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient

taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

a result, (i) we could be required to make cash payments to the members that are greater than the specified percentage of the actual

benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement, and (ii) if we elect

to terminate the Tax Receivable Agreement early, we would be required to make an immediate cash payment equal to the present value of

the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in

advance of the actual realization, if any, of such future tax benefits.

In these situations, our obligations under the Tax Receivable

Agreement could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain

mergers, asset sales, other forms of business combination, or other changes of control.

There can be no assurance that we will be able

to finance our obligations under the Tax Receivable Agreement.

under the Tax Receivable Agreement will be based on the tax reporting positions that we determine.

If any such position is subject to

a challenge by a taxing authority the outcome of which would reasonably be expected to materially affect a recipient’s payments

under the Tax Receivable Agreement, then we will not be permitted to settle or fail to contest such challenge without the consent (not

to be unreasonably withheld or delayed) of each member that directly or indirectly owns at least 10% of the outstanding Common Units.

We will not be reimbursed for any cash payments previously made to any member pursuant to the Tax Receivable Agreement if any tax benefits

initially claimed by us are subsequently challenged by a taxing authority and ultimately disallowed.

Instead, in such circumstances,

any excess cash payments made by us to a member will be netted against any future cash payments that we might otherwise be required to

make under the terms of the Tax Receivable Agreement.

However, we might not determine that we have effectively made an excess cash payment

to the members for a number of years following the initial time of such payment and, if our tax reporting positions are challenged by

a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge

is finally settled or determined.

As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that

are substantially greater than our actual cash tax savings.

are generally due under the Tax Receivable Agreement within a specified period of time following the filing of our tax return for the

taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of

LIBOR plus 100 basis points from the due date (without extensions) of such tax return.

Any late payments that may be made under the Tax

Receivable Agreement will continue to accrue interest at LIBOR plus 500 basis points until such payments are made, including any late

payments that we may subsequently make because we did not have enough available cash to satisfy our payment obligations at the time at

which they originally arose.

Indemnification

Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the laws of the State of Delaware

in effect from time to time, subject to certain exceptions contained in our Bylaws.

In addition, our Charter provides that our directors

will not be personally liable to us or our stockholders for any damages other than for breaches of fiduciary duty involving intentional

misconduct, fraud or a knowing violation of law.

have entered into indemnification agreements with each of our executive officers and directors.

The indemnification agreements provide

the executive officers and directors with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest

extent permitted under the laws of the State of Delaware in effect from time to time, subject to certain exceptions contained in those

is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not

aware of any pending litigation that may result in claims for indemnification by any director or officer.

PRINCIPAL ACCOUNTING FEES AND SERVICES

following table presents fees for professional services rendered by Marcum for the years ended December 31, 2023, and 2022:

Year ended December 31,

Audit-Related Fees

All Other Fees

Board of Directors as a whole pre-approves all services provided by Marcum.

For any non-audit or non-audit related services, the Board

of Directors must conclude that such services are compatible with the independence as our auditors.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

We have filed the following documents as part of this Form 10-K:

have filed the following documents as part of this Form 10-K:

Consolidated Financial Statements

Index to Consolidated Financial Statements Page

Reports of Independent Registered Public Accounting Firm s

to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets

4 unchanged sentences

Financial Statement Schedules

All financial statement schedules are omitted since they are not required or are not applicable, or the required information is included in the consolidated financial statements and accompanying notes included in this Form 10-K.

financial statement schedules are omitted since they are not required or are not applicable, or the required information is included

in the consolidated financial statements and accompanying notes included in this Form 10-K.

Exhibits Required by Item 601 of Regulation S-K

Exhibit Number Description

Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc.

3 unchanged sentences

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc., effective August 9, 2022 (Incorporated by reference to Exhibit 3.1 to Greenlane’s Current Report on Form 8-K, filed on August 4, 2022).

Amendment to the Second Amended and Restated Bylaws of Greenlane Holdings, Inc.

(Incorporated by reference to Exhibit 3.1 to Greenlane’s Current Report on Form 8-K, filed on April 12, 2023).

Certificate of Designation of the Series A Preferred Stock (Incorporated by reference to Exhibit 3.2 to Greenlane’s Current Report on Form 8-K, filed on April 12, 2023).

Form of Stock Certificate (Incorporated by reference to Exhibit 4.1 to Greenlane’s Registration Statement on Form S-1/A, filed on April 8, 2019).

1 unchanged sentence

Description of Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.3 to Greenlane’s Annual Report on Form 10-K, filed on April 24, 2020).

4.4 Form of A ugust 202 1 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane's Current Report on Form 8-K, filed August 10, 2021).

4.5 Form of A ugust 2021 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane's Current Report on Form 8-K, filed August 10, 2021).

Form of August 2021 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).

Form of August 2021 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).

Form of Stock Option Assumption Notice – KushCo Options (Incorporated by reference to Exhibit 99.2 to Greenlane’s Registration Statement on Form S-8, filed August 31, 2021).

9 unchanged sentences

Form of October 2022 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed November 1, 2022).

10.1 Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.19 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).

10.2 Tax Receivable Agreement between Greenlane Holdings, Inc., Greenland Holdings, LLC and the Members of Greenlane Holdings, LLC (Incorporated by reference to Exhibit 10.4 to Greenlane ’s Current Report on Form 8-K, filed April 25, 2019).

Form of July 2023 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).

Form of July 2023 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).

Form of July 2023 Warrant Amendment (Incorporated by reference to Exhibit 4.3 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).

Registration Rights Agreement between Greenlane Holdings, Inc.

11 unchanged sentences

(Incorporated by reference to Exhibit 10.18 to Greenlane’s Registration Statement on Form S-1, filed on March 20, 2019).

10.11 Form of A ugust 2021 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).

Form of August 2021 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).

Separation and General Release Agreement by and between Warehouse Goods LLC and Adam Schoenfeld, dated as of March 9, 2022 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on March 10, 2022).

10 unchanged sentences

Placement Agency Agreement, dated October 27, 2022 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed November 1, 2022).

10.23 Loan and Security Agreement, dated as of August 8, 2022, by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc.

named therein as guarantors, the parties thereto from time to time as lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed November 14, 2022).

10.24† Amended and Restated Employment Agreement Employment Agreement by and between Warehouse Goods LLC and Nicholas Kovacevich, dated as of October 6, 2022.

and Security Agreement, dated as of August 8, 2022, by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings,

named therein as guarantors, the parties thereto from time to time as lenders, and WhiteHawk Capital Partners LP, as the agent

for the Lenders (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed November 14,

and Restated Employment Agreement Employment Agreement by and between Warehouse Goods LLC and Nicholas Kovacevich, dated as of October

(Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed October 7, 2022).

10.25 Form of Guaranty Agreement by and between Greenlane Holdings, Inc., the subsidiaries of Greenlane Holdings, Inc.