What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-07-25 · 421 added, 398 removed, 675 unchanged (55% of the section changed)

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thousands, except par value per share amounts)

March 31, 2024

December 31, 2023

receivable, net of allowance of $ 2,250 and $ 2,209 at June 30, 2024 and December 31, 2023, respectively

current assets (Note 8)

current assets

Accounts receivable, net of allowance of $ 2,202 and $ 2,209 at March 31, 2024 and December 31, 2023, respectively

Inventories, net

Vendor deposits

Other current assets (Note 8)

Total current assets

Property and equipment, net

Operating lease right-of-use assets

and equipment, net

lease right-of-use assets

expenses and other current liabilities (Note 8)

Notes payable, net of debt discount

portion of operating leases

portion of finance leases

current liabilities

Accounts payable

Accrued expenses and other current liabilities (Note 8)

Customer deposits

Current portion of notes payable

Current portion of operating leases

Current portion of finance leases

Total current liabilities

Operating leases, less current portion

Other liabilities

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 7)

STOCKHOLDERS’ EQUITY

Preferred stock, $ 0.0001 par value, 10,000 shares authorized, none issued and outstanding

Class A common stock, $ 0.01 par value per share, 600,000 shares authorized, 4,324 shares issued and outstanding as of March 31, 2024;

leases, less current portion

long-term liabilities

and contingencies (Note 7)

STOCKHOLDERS’

stock, $ 0.0001 par value, 10,000 shares authorized, none issued and outstanding

A common stock, $ 0.01 par value per share, 600,000 shares authorized, 529 shares issued and outstanding as of June 30, 2024;

shares authorized, 339 shares issued and outstanding as of December 31, 2023*

Class B common stock, $ 0.0001 par value per share, 30,000 shares authorized, and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023

B common stock, $ 0.0001 par value per share, 30,000 shares authorized, and 0 shares issued and outstanding as of June 30, 2024 and

December 31, 2023*

Common stock, value

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Total stockholders’ equity attributable to Greenlane Holdings, Inc.

Non-controlling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

paid-in capital *

other comprehensive income

stockholders’ equity attributable to Greenlane Holdings, Inc.

Non-controlling

stockholders’ equity

liabilities and stockholders’ equity

* After giving effect

to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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thousands, except per share amounts)

Three months ended March 31,

Cost of sales

months ended June 30,

benefits and payroll taxes

and administrative

and amortization

operating expenses

Salaries, benefits and payroll taxes

General and administrative

Depreciation and amortization

Total operating expenses

Loss from operations

Other income (expense), net:

Interest expense

from operations

income (expense), net:

in fair value of contingent consideration

on extinguishment of debt

income (expense), net

other income (expense), net

Total other expense, net

Loss before income taxes

Provision for (benefit from) income taxes

Net loss attributable to non-controlling interest

Net loss attributable to Greenlane Holdings, Inc.

Net loss attributable to Class A common stock per share - basic and diluted (Note 9)

Weighted-average shares of Class A common stock outstanding - basic and diluted (Note 9)

Other comprehensive income:

Foreign currency translation adjustments

Comprehensive loss

before income taxes

for (benefit from) income taxes

Net income (loss) attributable to non-controlling interest

loss attributable to Greenlane Holdings, Inc.

loss attributable to Class A common stock per share - basic and diluted (Note 9)*

Weighted-average

shares of Class A common stock outstanding - basic and diluted (Note 9)*

comprehensive income (loss):

currency translation adjustments

Comprehensive

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to Greenlane Holdings, Inc.

Comprehensive

loss attributable to Greenlane Holdings, Inc.

* After giving effect

to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

A Common Stock

Other Comprehensive

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$ ( 261,780 )

Comprehensive

Stockholders’

December 31, 2022

of Class A shares - (Note 9)

comprehensive income

June 30, 2024

$ ( 262,395 )

* After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.

B Common Stock

Other Comprehensive

Stockholders’

Income (Loss)

$ ( 225,114 )

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comprehensive income

March 31, 2023

compensation forfeiture, net

of Class A shares - Amended Eyce APA (Note 3)

comprehensive income (loss)

$ ( 242,839 )

* After giving effect

to the Reverse Stock Splits - See Note 9 - Stockholders’ Equity.

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

the three months ended March 31,

the six months ended June 30,

flows from operating activities:

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in provision for doubtful accounts

in fair value of contingent consideration

Amortization of debt discount

on extinguishment of debt

in operating assets and liabilities, net of the effects of acquisitions:

in accounts receivable

(decrease) in accounts receivable

in inventories

(increase) in vendor deposits

in vendor deposits

in other current assets

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of property and equipment, net

from sale of assets held for sale

Proceeds from sale of equity investments

cash used in investing activities

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on Eyce and DaVinci promissory notes

Purchase consideration paid for Eyce LLC and DaVinci acquisitions

of Asset-Based Loan

costs of Asset-Based Loan

Proceeds from future receivables financing

from notes payable

from future receivables financing

of loan against future accounts receivable

cash used in financing activities

cash provided by (used in) financing activities

of exchange rate changes on cash

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of cash and restricted cash to consolidated balance sheets

the three months ended March 31,

the six months ended June 30,

of the period

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paid for amounts included in the measurement of lease liabilities

investing and financing activities:

purchases of property and equipment

financing activities:

Non-cash purchases of property and equipment

Extinguishment

of debt in connection with Synergy asset purchase agreement

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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refer to us, and our consolidated subsidiaries, including the Operating Company.

We merchandise premium cannabis accessories, child-resistant

packaging, specialty vaporization solutions and lifestyle products in the United States, Canada, Europe and Latin America, serving a diverse

and expansive customer base with thousands of retail locations, licensed cannabis dispensaries, smoke shops, multi-state operators (“MSOs”),

specialty retailers, and retail consumers.

We have been developing a portfolio of our own proprietary

brands (the “Greenlane Brands”) that we believe will, over time, deliver higher margins and create long-term value for our

customers and shareholders.

Our wholly-owned Greenlane Brands includes Groove – our more affordable product line and Higher Standards

– our premium smoke shop and ancillary product brand, and our award winning Vapor.com website and brand.

We also have category exclusive

licenses for the premium Marley Natural branded products, as well as the K.Haring branded products.

merchandise premium cannabis accessories, child-resistant packaging, specialty vaporization solutions and lifestyle products in the United

States, Canada, Europe and Latin America, serving a diverse and expansive customer base with thousands of retail locations, licensed

cannabis dispensaries, smoke shops, multi-state operators (“MSOs”), specialty retailers, and retail consumers.

have been developing a portfolio of our own proprietary brands (the “Greenlane Brands”) that we believe will, over time,

deliver higher margins and create long-term value for our customers and shareholders.

Our wholly-owned Greenlane Brands includes Groove

– our more affordable product line and Higher Standards – our premium smoke shop and ancillary product brand, and our award

winning Vapor.com website and brand.

We also have category exclusive licenses for the premium Marley Natural branded products, as well

as the K.Haring branded products.

are the sole manager of the Operating Company and our principal asset is Common Units of the Operating Company (“Common Units”).

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August 31, 2021, we completed our merger with KushCo Holdings, Inc.

(“KushCo”) and have included the

results of operations of KushCo in our consolidated statements of operations and comprehensive loss from that date forward.

In connection

with the merger with KushCo, the Greenlane Certificate of Incorporation was amended and restated (the “A&R Charter”)

in order to (i) increase the number of authorized shares of Greenlane Class B common stock, $ 0.0001 par value per share (the “Class

B Common stock”), from 10 million shares to 30 million shares in order to effect the conversion of each outstanding share of Class

C common stock, $ 0.0001 par value per share (the “Class C common stock”), into one-third of one share of Class B common stock,

(ii) increase the number of authorized shares of Class A common stock from 125 million shares to 600 million shares, and (iii) eliminate

references to the Class C common stock.

Pursuant to the terms of an Agreement and Plan of Merger, dated as of March 31, 2021 (the “Merger

Agreement”) with KushCo, immediately prior to the consummation of the business combination, holders of Class C common stock received

one-third of one share of Class B common stock for each share of Class C common stock held immediately prior to the closing of the merger.

(“KushCo”) and have included the results of operations

of KushCo in our consolidated statements of operations and comprehensive loss from that date forward.

In connection with the merger with

KushCo, the Greenlane Certificate of Incorporation was amended and restated (the “A&R Charter”) in order to (i) increase

the number of authorized shares of Greenlane Class B common stock, $ 0.0001 par value per share (the “Class B Common stock”),

from 10 million shares to 30 million shares in order to effect the conversion of each outstanding share of Class C common stock, $ 0.0001

par value per share (the “Class C common stock”), into one-third of one share of Class B common stock, (ii) increase the

number of authorized shares of Class A common stock from 125 million shares to 600 million shares, and (iii) eliminate references to

the Class C common stock.

Pursuant to the terms of an Agreement and Plan of Merger, dated as of March 31, 2021 (the “Merger Agreement”)

with KushCo, immediately prior to the consummation of the business combination, holders of Class C common stock received one-third of

one share of Class B common stock for each share of Class C common stock held immediately prior to the closing of the merger.

corporate structure is commonly referred to as an “Up-C” structure.

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“Note 9 - Stockholder’s Equity.”

August 4, 2022, we filed a Certificate of Amendment (the

“Certificate of Amendment”) to the A&R Charter with the Secretary of State of the

State for Delaware (the “SSSD”), which effected a one-for-twenty reverse stock split (the “2022 Reverse Stock Split”)

of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the “Common Stock”)

at 5:01 PM Eastern Time on August 9, 2022.

As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding

were converted into one share of Common Stock.

We paid cash in lieu of fractional shares, and accordingly, no fractional shares were

issued in connection with the 2022 Reverse Stock Split.

June 2, 2023, we filed a Certificate of Amendment to the A&R Charter with the SSSD, which effected a one-for-ten reverse stock split

June 2, 2023, we filed a Certificate of Amendment to the A&R Charter with the Secretary of State for the State of Delaware (“SSSD”), which effected a one-for-ten reverse stock split

(the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the “Reverse Stock Splits”) of

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shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.

On July 23, 2024, the Board approved the reverse split at a ratio of one-for-11

and the Amendment has been filed with the Secretary of State of the State of Delaware, which became effective on August 5, 2024 at 12:01

AM Eastern Time, before the opening of trading on the Nasdaq.

Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock.

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Our primary sources of liquidity are our cash on hand and the cash flow that we generate from our operations, as well as proceeds

other equity issuances.

from other equity issuances.

believe that our cash on hand and the cash flow that we generate from our operations will not be sufficient to fund our working capital

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for the next 12 months.

Based on our cash on hand and working capital at March 31, 2024, we may have insufficient cash to fund planned

operations into the third quarter of 2024.

Based on our cash on hand and working capital at June 30, 2024, we may have insufficient cash to fund planned

operations into the fourth quarter of 2024.

This is evident from our continued efforts to raise capital and leverage external funding

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Stock and Warrant Offerings.

June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and

sell an aggregate of 585,000 shares of our Class A common stock, pre-funded warrants to purchase up to 495,000 shares of our Class A

common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,080,000 shares of our Class A common

stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”),

in a registered direct offering (the “June 2022 Offering”).

The June 2022 Offering generated gross proceeds of approximately

$ 5.4 million and net proceeds to the Company of approximately $ 5.0 million.

All June 2022 Pre-Funded Warrants were exercised in July

2022, for de minimis net proceeds.

October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell

an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A Common

Stock (the “October 2022 Pre-Funded Warrants”) and warrants to purchase up to 1,666,667 shares of our Class A common stock

(the “October 2022 Standard Warrants”).

The October 2022 units were offered pursuant to a Registration Statement on Form

S-1 (the “October 2022 Offering”).

The October 2022 Offering generated gross proceeds of approximately $ 7.5 million and net

proceeds to the Company of approximately $ 6.8 million.

June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an

aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A Common

Stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238 shares of our Class A common stock (the

“July 2023 Standard Warrants”).

The July 2023 units were offered pursuant to a Registration Statement on Form S-1 (the “July

2023 Offering”).

The July 2023 Offering generated gross proceeds of approximately $ 4.3 million and net proceeds to the Company

of approximately $ 3.8 million and closed on July 3, 2023.

June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell

an aggregate of 560,476

shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143

shares of our Class A Common Stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238

shares of our Class A common stock (the “July 2023 Standard Warrants”).

The July 2023 units were offered pursuant to a

Registration Statement on Form S-1 (the “July 2023 Offering”).

The July 2023 Offering generated gross proceeds of

approximately $ 4.3

million and net proceeds to the Company of approximately $ 3.8

million and closed on July 3, 2023.

See “Note 9 – Stockholders’ Equity” for further information.

August 9, 2022, we entered into an asset-based loan agreement dated as of August 8, 2022 (the “Loan Agreement”), which made

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Receivables Financing

July, August, October, and November 2023, the Company received an aggregate of approximately $ 3.9 million in cash pursuant to the terms

of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders.

See “Note 6 - Long Term Debt” for more information.

Secured Bridge Loan

On September 22, 2023, the Company entered into a

secured loan pursuant to a Loan and Security Agreement (the “September 2023 Loan Agreement”), dated as of September 22, 2023

with Synergy Imports, LLC (the “Secured Bridge Loan Lender”).

Pursuant to the September 2023 Loan Agreement, the

Secured Bridge Loan Lender agreed to make available to the Company a six -month bridge loan of $ 2.2 million in new funds.

Additionally,

the Secured Bridge Loan Lender agreed to defer payments totaling $ 2,028,604 already owed by the Company under existing payment obligations

and potentially defer up to an additional $ 2,655,778 which may become due pursuant to existing agreements during the term of the September

July, August, October, and November 2023, the Company received an aggregate of approximately $ 3.9

million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables

Financings”) entered into with two private lenders.

At June 30, 2024, $ 1.8 million of such financing remained outstanding.

“Note 6 - Long Term Debt” for more information.

September 22, 2023, the Company entered into a secured loan pursuant to a Loan and Security Agreement (the “September 2023 Loan

Agreement”), dated as of September 22, 2023 with Synergy Imports, LLC (the “Secured Bridge Loan Lender”).

to the September 2023 Loan Agreement, the Secured Bridge Loan Lender agreed to make available to the Company a six -month bridge loan

of $ 2.2 million in new funds.

Additionally, the Secured Bridge Loan Lender agreed to defer payments totaling $ 2,028,604 already owed

by the Company under existing payment obligations and potentially defer up to an additional $ 2,655,778 which may become due pursuant

to existing agreements during the term of the September 2023 Loan Agreement.

to certain exceptions, the Company agreed to pledge all of its assets, with the exception of deposit accounts and accounts receivable,

as collateral.

Additionally, the Company agreed to transfer one US patent and two related foreign patents and a related trademark in

exchange for an exclusive license back of such assets in the area of smoking products and accessories in connection with the September

2023 Loan Agreement.

Subject to certain exceptions, the Company agreed

to pledge all of its assets, with the exception of deposit accounts and accounts receivable, as collateral.

Additionally, the Company

agreed to transfer one US patent and two related foreign patents and a related trademark in exchange for an exclusive license back of

such assets in the area of smoking products and accessories in connection with the September 2023 Loan Agreement.

have completed several initiatives to optimize our working capital requirements.

In May 2024, the Company modified its debt agreement with Synergy to reduce the principal balance due by $ 2.7

million from $ 5.1 million as part of the Loan Modification Agreement concurrent with the Asset Purchase Agreement.

Synergy acquired

certain assets from the Company in exchange for the reduction in overall principal owed.

At June 30, 2024, $ 2.5 million

of such financing remained outstanding.

See “Note 6 - Long Term Debt” for more information.

June 7, 2024, the Company entered into a subscription agreement with Cobra Alternative Capital Strategies, LLC.

As of June 30, 2024,

the Company has been loaned $ 793,700 with net cash proceeds of $ 634,960 .

The note was issued with a 20 % original issue discount and is

due in full on December 7, 2024 .

See “Note 6 - Long Term Debt” for more information.

have completed several initiatives to optimize our working capital requirements due to our inability to access capital markets on equitable terms and stock-outs and shortages of higher velocity

In the fourth quarter of 2022, we launched Groove,

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should allow us to reduce our overall cost-structure and enhance our margins, thereby improving our balance sheet.

We have successfully renegotiated many of our vendor

and supplier partnership terms and are continuing to improve working capital arrangements with our vendors and suppliers.

progress consolidating and streamlining our office, warehouse, and distribution operations footprint.

We have reduced our workforce significantly

to reduce costs and align with our revenue projections.

Company has incurred net losses of $ 4.5 million and $ 8.7 million for the three months ended March 31, 2024 and 2023, respectively.

the three months ended March 31, 2024 and 2023, cash (used in) provided by operating activities were $ (0.1) million and $ 1.9 million, respectively.

have successfully renegotiated many of our vendor and supplier partnership terms and are continuing to improve working capital arrangements

with our vendors and suppliers.

We have made progress consolidating and streamlining our office, warehouse, and distribution operations

We have reduced our workforce significantly to reduce costs and align with our revenue projections.

Company has incurred net losses of $ 5.1 million and $ 17.8 million for the six months ended June 30, 2024 and 2023, respectively.

the six months ended June 30, 2024 and 2023, cash (used in) provided by operating activities were $ ( 0.4 ) million and $ 4.7 million, respectively.

The recent macroeconomic environment has caused weaker demand than contemplated under the Company’s business plan, resulting in

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without limitation:

reducing operating costs expense by taking additional restructuring actions to align cost with revenue to achieve profitability.

revenue by introducing new products, acquiring new customers, and enhancing our

reducing operating costs expense by taking additional restructuring actions to align cost

with revenue to achieve profitability.

revenue by introducing new products, acquiring new customers, and enhancing our sales force

on strategic partnerships accretive to margins and operating cash

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The condensed consolidated results of operations for

the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December

the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December

31, 2024, or any other future annual or interim period.

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manage our global business operations through our operating and reportable business segments.

As of March 31, 2024, we had two reportable

As of June 30, 2024, we had two reportable

operating business segments:

Industrial Goods and Consumer Goods.

Consumer Goods and Industrial Goods.

Our reportable segments have been identified based on how our chief

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See “Note 8—Supplemental Financial Statement Information” for a summary of changes to our customer deposits liability

balance during the three months ended March 31, 2024 and the year ended December 31, 2023.

balance during the six months ended June 30, 2024 and the year ended December 31, 2023.

estimate product returns based on historical experience and record them as a refund liability that reduces the net sales for the period.

We analyze actual historical returns, current economic trends and changes in order volume when evaluating the adequacy of our sales returns

We analyse actual historical returns, current economic trends and changes in order volume when evaluating the adequacy of our sales returns

allowance in any reporting period.

Our liability for returns, which is included within “Accrued expenses and other current liabilities”

in our consolidated balance sheets, was approximately $ 0.1 million and $ 0.1 million as of March 31, 2024 and December 31, 2023, respectively.

in our consolidated balance sheet, was approximately $ 0.1 million December 31, 2023.

There were no liabilities related to refunds as

of June 30, 2024.

elected to account for shipping and handling expenses that occur after the customer has obtained control of products as a fulfillment

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company pays Greenlane a negotiated percentage-based fee on a quarterly basis.

customer represented approximately 28 % and 26 % of net sales for the three months ended March 31, 2024 and 2023 ,

respectively .

As of March 31, 2024 and December 31, 2023, the Company has a concentration of credit

risk with its accounts receivable balance as one customer represented approximately 24 % and 11 %, respectively, of accounts receivable.

customer represented approximately 9 % and 19 % of net sales for the three and six months ended June 30, 2024.

For the three and six months

ended June 30, 2023, one customer represented approximately 38 % and 32 % of net sales.

As of June 30, 2024 and December 31, 2023, the

Company has a concentration of credit risk with its accounts receivable balance as one customer represented approximately 22 % and 11 %,

respectively, of accounts receivable.

the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands,

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Based on this analysis, we recorded VAT payable of approximately $ 0.6

million relating to this matter within “Accrued expenses and other current liabilities” in our condensed consolidated balance

sheet as of March 31, 2024 and December 31, 2023.

and $ 0.4 million, respectively, relating to this matter within “Accrued expenses and other current liabilities” in our condensed

consolidated balance sheets as of June 30 , 2024 and December 31, 2023.

to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain

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contingencies.

Out-of-Period

During the three months ended June 30, 2024, the Company recorded an out-of-period

adjustment as a result of an offsetting intercompany entry to general and administrative expenses during the current period, as opposed

to the three months ended March 31, 2024.

The adjustment resulted in an additional net loss due to increased general administrative expenses

reflected in the current period consolidated condensed statement of operations of approximately $ 0.9 million with no net impact to the

year-to-date financial statements as of and for the six months ended June 30, 2024.

The Company evaluated the quantitative and qualitative

aspects of this out of period adjustment and determined that the adjustment did not have a material impact to any previously reported

quarterly or annual financial statements.

Issued Accounting Guidance Not Yet Adopted

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disclose the following information:

Income (or loss) from continuing

operations before income tax expense (or benefit) disaggregated between domestic and foreign.

Income tax expense (or

benefit) from continuing operations disaggregated by federal (national), state, and foreign.

(or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign.

tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

amendments in this ASU require a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components

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expenses and other assets and liabilities, approximate fair value due to the short-term nature of these instruments.

of March 31, 2024 and December 31, 2023, we had contingent consideration that is required to be measured at fair value on a recurring

OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS

of December 31, 2023, we had contingent consideration that is required

to be measured at fair value on a recurring basis.

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS

financial instruments measured at fair value on a recurring basis were as follows at the dates indicated:

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Balance Sheet Caption

Fair Value at March 31, 2024

(in thousands)

Contingent consideration - current

Accrued expenses and other current liabilities

Total Liabilities

(in thousands)

Condensed Consolidated

Balance Sheet Caption

Fair Value at December 31, 2023

(in thousands)

Contingent consideration - current

Accrued expenses and other current liabilities

Total Liabilities

were no transfers between Level 1 and Level 2 and no transfers to or from Level 3 of the fair value hierarchy during the three months

ended March 31, 2024 and 2023, respectively.

Fair Value at

December 31, 2023

consideration - current

expenses and other current liabilities

were no transfers between Level 1 and Level 2 and no transfers to or from Level 3 of the fair value hierarchy during the three and six

months ended June 30 , 2024 and 2023, respectively.

Consideration

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(Level 3) is as follows:

OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION

(in thousands)

Three Months Ended

March 31, 2024

Balance at December 31, 2023

Cash payments for earned contingent consideration

Transfer to notes payable

Loss (gain) from fair value adjustments included in results of operations

Balance March 31, 2024

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION

June 30, 2024

at December 31, 2023

payments for earned contingent consideration

to notes payable

from fair value adjustments included in results of operations

June 30, 2024

June 30, 2023

at December 31, 2022

payments for earned contingent consideration

(gain) from fair value adjustments included in results of operations

at June 30, 2023

Securities Without a Readily Determinable Fair Value

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We did not identify any fair value adjustments

related to these equity securities during the three months ended March 31, 2024 and 2023, respectively.

of March 31, 2024 and December 31, 2023, the carrying value of our investment in equity securities without a readily determinable fair

value was approximately $ 1.9 million, respectively, included within “Other assets” in our condensed consolidated balance

As of March 31, 2024, we had

facilities financed under operating leases consisting of warehouses and offices with lease term expirations between 2023

Lease terms are generally three to seven years for warehouses and office space.

Our lease agreements

do not contain any material residual value guarantees or material restrictive covenants.

related to these equity securities during the three and six months ended June 30 , 2024 and

2023, respectively.

of June 30 , 2024 and December 31, 2023, the carrying value of our investment in equity securities

without a readily determinable fair value was approximately $ 1.9 million, respectively, included within “Other assets” in

our condensed consolidated balance sheets.

of June 30 , 2024, we had facilities financed under operating leases consisting of warehouses

and offices with lease term expirations between 2023 and 2027.

Lease terms are generally three to seven years for warehouses and office

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

following table provides details of our future minimum lease payments under operating lease liabilities recorded in our condensed consolidated

balance sheet as of March 31, 2024.

The table below does not include commitments that are contingent on events or other factors that

are currently uncertain or unknown.

OF LESSEE OPERATING LEASE LIABILITY MATURITY

(in thousands)

Operating Leases

Remainder of 2024

balance sheet as of June 30 , 2024.

The table below does not include commitments that are

contingent on events or other factors that are currently uncertain or unknown.

SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY

and thereafter

Total minimum lease payments

minimum lease payments

imputed interest

Present value of minimum lease payments

value of minimum lease payments

current portion

Long-term portion

expense under operating leases was approximately $ 0.3 million and $ 0.8 million for the three months ended March 31, 2024 and 2023, respectively.

expense under operating leases was approximately $ 0.3 million and $ 0.5 million for the three and six months ended June 30, 2024,

respectively, and approximately $ 0.6 million and $ 1.2 million for the three and six months ended June 30, 2023, respectively.

following expenses related to our operating leases were included in “general and administrative” expenses within our condensed

consolidated statements of operations and comprehensive loss:

OF LEASE COST

(in thousands)

For the three months ended

(in thousands)

Operating lease cost

Variable lease cost

Total lease cost

table below presents lease-related terms and discount rates as of March 31, 2024:

Operating Leases

Weighted average remaining lease terms

Weighted average discount rate

SCHEDULE OF LEASE COST

the six months ended June 30,

table below presents lease-related terms and discount rates as of June 30 , 2024:

average remaining lease terms

average discount rate

debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated:

(in thousands)

Future Receivables Financing

Secured Bridge Loan

Total long term debt

Less unamortized debt issuance costs

Less current portion of debt

Debt, net, excluding operating and finance leases and liabilities

SCHEDULE OF DEBT

Receivables Financing

long term debt

unamortized debt issuance costs

current portion of debt

net, excluding operating and finance leases and liabilities

Receivables Financings

On July 31, 2023 and August 3, 2023, the Company received an aggregate

of approximately $ 3.0 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables

Financings”) entered into with two private lenders.

The Company will make weekly payments under the Future Receivables Financings

and is scheduled to repay the amounts due under the Future Receivables Financings in full in approximately six to eight months .

amount to be repaid under the initial Future Receivables Financings was approximately $ 4.5 million.

In connection with the Future Receivables

Financings, the Company granted the lenders security interests in Company’s accounts receivable equal to the amounts due thereunder,

and in connection with any event of default, the lenders may file financing statements evidencing the security interests.

In July, August, October, and November 2023, the Company received an aggregate of approximately $ 3.9 million in cash

pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with

two private lenders.

will make weekly payments under the Future Receivables Financings and is scheduled to repay the amounts due under the Future Receivables

Financings in full in approximately six to eight months .

The total amount to be repaid under the initial Future Receivables Financings

was approximately $ 4.5 million.

In connection with the Future Receivables Financings, the Company granted the lenders security interests

in Company’s accounts receivable equal to the amounts due thereunder, and in connection with any event of default, the lenders

may file financing statements evidencing the security interests.

June 7, 2024, the Company entered into a subscription agreement for a note payable with Cobra Alternative Capital Strategies, LLC.

of June 30, 2024, the Company had been loaned $ 793,700 with net cash proceeds of $ 634,960 .

The note was issued with a 20 % original issue

discount and is due in full on December 7, 2024 .

Upon default, the note can be converted at a variable price equal to 30 % discount to

the average daily volume weighted average price (“VWAP”) for the 20 trading days preceding the date of conversion.

June 30, 2024, the note is not considered convertible.

September 22, 2023, the Company entered into a secured loan pursuant to a Loan and Security Agreement (the “September 2023 Loan

Agreement”), dated as of September 22, 2023 with Synergy Imports, LLC (the “Secured Bridge Loan Lender”).

Agreement”), dated as of September 22, 2023 with Synergy Imports, LLC (the “Secured Bridge Loan Lender” or “Synergy”).

to the September 2023 Loan Agreement, the Secured Bridge Loan Lender agreed to make available to the Company a six-month bridge loan

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2023 Loan Agreement.

May 6, 2024, the Company, Warehouse Goods and Synergy entered into an asset purchase agreement, dated May 1, 2024 (the “Asset Purchase

Agreement”) pursuant to which Synergy purchased all of the intellectual property, a specified amount of inventory, and other assets

related to the Eyce and DaVinci brands.

In consideration for the acquisition, all parties entered into a loan modification agreement,

effective May 1, 2024 (the “Loan Modification Agreement”) and an amended and restated secured promissory note, effective

May 1, 2024 (the “Amended and Restated Secured Promissory Note”), an amendment to the original Eyce and Davinci Asset Purchase

Agreements, a distribution agreement, the termination of a license granted by Eyce, and the termination of certain consulting and employment

As part of the overall modification, the principal balance with Synergy decreased by $ 2.7 million from $ 5.1 million.

Synergy acquired certain assets from the Company in exchange for the reduction in overall principal owed and as part of the transaction,

the Company recognized a gain on the debt modification of $ 2.2 million.

This amount is included in the accompanying financial statements

within the statement of operations for the three and six months ended June 30, 2024 within other income (expense).

At June 30, 2024, $ 2.5

million of such financing remained outstanding.

The updated date of maturity will be through August 2024.

Minimum Principal Payments

following table summarizes future scheduled minimum principal payments of debt at March 31, 2024.

Future debt principal payments are

presented based upon the stated maturity dates in the respective debt agreement.

OF MATURITIES OF LONG-TERM DEBT

(in thousands)

Remainder 2024

following table summarizes future scheduled minimum principal payments of debt at June 30, 2024.

Future debt principal payments are presented

based upon the stated maturity dates in the respective debt agreement.

SCHEDULE OF MATURITIES OF LONG-TERM DEBT

Ending December 31,

(in thousands)

Future Receivables Financing

Secured Bridge Loan

Receivables Financing

COMMITMENTS AND CONTINGENCIES

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However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.

We have not taken any reserves for litigation for the three months ended March 31, 2024 and 2023, respectively.

We have not taken any reserves for litigation for the six months ended June 30, 2024 and 2023, respectively.

Contingencies

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following table summarizes the composition of other current assets as of the dates indicated:

OF OTHER CURRENT ASSETS

(in thousands)

March 31, 2024

December 31, 2023

(in thousands)

March 31, 2024

December 31, 2023

Other current assets:

VAT refund receivable (Note 2)

Prepaid expenses

Indemnification receivable, net

Customs bonds

Other current assets

SCHEDULE OF OTHER CURRENT ASSETS

current assets:

refund receivable (Note 2)

Indemnification

receivable, net

current assets

Expenses and Other Current Liabilities

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OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

(in thousands)

March 31, 2024

December 31,2023

(in thousands)

March 31, 2024

December 31,2023

Accrued expenses and other current liabilities:

VAT payable (including amounts related to VAT matter described in Note 2)

Contingent consideration

Accrued employee compensation

Accrued expenses

Refund liability (including accounts receivable credit balances)

Sales tax payable

Accrued expenses and other current liabilities

expenses and other current liabilities:

payable (including amounts related to VAT matter described in Note 2)

consideration

employee compensation

professional fees and other expenses

liability (including accounts receivable credit balances)

expenses and other current liabilities

certain product offerings we may receive a deposit from the customer (generally 25 % - 50 % of the total order cost, but the amount can

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timeline can vary by product type and terms of sale with each customer.

During the six months ended June 30, 2024, the Company was still assessing any need to recognize certain deposits

as income or offset against any outstanding receivables.

The Company plans to resolve any outstanding customer deposits by December 31,

Changes in our customer deposits liability balance during the

three months ended March 31, 2024 were as follows:

OF CHANGES IN CUSTOMER DEPOSIT LIABILITY

(in thousands)

Customer Deposits

Balance as of December 31, 2023

Increases due to deposits received, net of other adjustments

Customer Overpayments

Revenue recognized

Balance as of March 31, 2024

six months ended June 30, 2024 were as follows:

SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY

as of December 31, 2023

due to deposits received, net of other adjustments

as of June 30, 2024

Other Comprehensive Income

components of accumulated other comprehensive income for the periods presented were as follows:

OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS

(in thousands)

Foreign Currency Translation

Unrealized Gain or (Loss) on Derivative Instrument

Balance at December 31, 2023

Other comprehensive income

Balance at March 31, 2024

(in thousands)

Foreign Currency Translation

Unrealized Gain or (Loss) on Derivative Instrument

Balance at December 31, 2022

Other comprehensive income

Balance at March 31, 2023

SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS

Currency Translation

Gain or (Loss) on Derivative Instrument

at December 31, 2023

comprehensive income

Other comprehensive (income) loss attributable to non-controlling interest

at June 30, 2024

Currency Translation

Gain or (Loss) on Derivative Instrument

at December 31, 2022

comprehensive income (loss)

Other comprehensive (income) loss attributable to non-controlling interest

at June 30, 2023

Concentration

four largest vendors accounted for an aggregate of approximately 24.5 % and 79.7 % of our total purchases for the three months ended March

31, 2024 and 2023, respectively.

four largest vendors accounted for an aggregate of approximately 26.5 % and 25.2 % of our total purchases for the three and six months

ended June 30, 2024, respectively, and an aggregate of approximately 89.9 % and 82.2 % of our total purchases for the three and six months

ended June 30, 2023, respectively.

Party Transactions

Nicholas Kovacevich, our former

Chief Corporate Development Officer owns capital stock of Blum Holdings Inc.

Net sales to Blum totaled

approximately $0.4 million for the ended December 31, 2022.

Total accounts receivable due from Blum were approximately $0.4 million

as of March 31, 2024 and December 31, 2023, respectively.

On February 8, 2023, we filed a lawsuit against Blum in Superior Court of

California, Orange County, seeking to compel the repayment of Blum’s open balance due to us.

Kovacevich, our former Chief Corporate Development Officer owns capital stock of Blum Holdings Inc.

Blum totaled approximately $ 0.4 million for the ended December 31, 2022.

Total accounts receivable due from Blum were approximately $ 0.4

million as of June 30, 2024 and December 31, 2023, respectively.

On February 8, 2023, we filed a lawsuit against Blum in Superior Court

of California, Orange County, seeking to compel the repayment of Blum’s open balance due to us.

As of the date of these financial

statements were available to be issued, there has been a judgement received in favor of the Company.

Three individuals who were employees of the Company

at the time are principals in Synergy Imports, LLC the Lender on the Secured Bridge Loan taken out on September 22, 2023, however, none

were executive officers or directors of the Company.

individuals who were employees of the Company at the time are principals in Synergy Imports, LLC the Lender on the Secured Bridge Loan

taken out on September 22, 2023, however, none were executive officers or directors of the Company.

STOCKHOLDERS’ EQUITY

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to vote together with the holders of Common Stock, as a single class with such holders of preferred stock).

August 9, 2022, we completed a one-for-20 reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding

shares of Class A common stock and Class B common stock (collectively, the “Common Stock”), as further described in “Note

2 - Summary of Significant Accounting Policies.” As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued

and outstanding were converted into one share of Common Stock.

We paid cash in lieu of fractional shares, and accordingly, no fractional

shares were issued in connection with the 2022 Reverse Stock Split.

June 5, 2023, we completed a one-for-10 reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse

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shares were issued in connection with the 2023 Reverse Stock Split.

June 18, 2024, the Board unanimously approved and declared advisable, and recommended that our stockholders approve at a Special Meeting

to take place on July 29, 2024, the adoption of the 2024 Amendment to effect a reverse stock split of our Common Stock at any whole number

between, and inclusive of, one-for-two to one-for-twenty.

Approval of the Proposed 2024 Reverse Stock Split at the 2024 Annual Meeting

will grant the Board the authority, but not the obligation, to file the 2024 Amendment to effect the Proposed 2024 Reverse Stock Split

no later than August 5, 2024, with the exact ratio and timing of the Proposed 2024 Reverse Stock Split to be determined at the discretion

of the Board.

On July 23, 2024, the Board approved the reverse split at a ratio of one-for-11 and the Amendment has been filed with the

Secretary of State of the State of Delaware, which will become effective on August 5, 2024 at 12:01 AM Eastern Time, before the opening

of trading on the Nasdaq.

For additional information about the July 29, 2024 Special Meeting and the 2024 Reverse Stock Split, see the

Company’s Definitive Proxy Statement filed with the SEC on June 28, 2024 and Form 8-K filed with the SEC on July 31, 2024.

Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock.

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of our Class A common stock under the ATM Program may be made by means of transactions that are deemed to be an “at the market

offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Capital Market or sales

made to or through a market maker or through an electronic communications network.

We are under no obligation to offer and sell shares

of our Class A common stock under the ATM Program.

offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Capital Market or

sales made to or through a market maker or through an electronic communications network.

We are under no obligation to offer and sell

shares of our Class A common stock under the ATM Program.

of our Class A common stock will be issued pursuant to our effective shelf registration statement on Form S-3 (File No.

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in thousands)

August 2021 (Inception) through

March 31, 2024

Class A shares sold

Gross proceeds

Fees paid to sales agent

2021 (Inception) through

June 30, 2024

A shares sold

paid to sales agent

Stock and Warrant Offerings

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stock is as follows (in thousands, except per share amounts):

OF EARNINGS PER SHARE BASIC AND DILUTED

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED

(in thousands, except per share data)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands, except per share data)

Net loss attributable to non-controlling interests

Net income (loss) attributable to non-controlling interests

Net loss attributable to Class A common stockholders

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Net loss per share of Class A common stock - basic and diluted

June 2022 Pre-Funded Warrants, October 2022 Pre-Funded Warrants, July 2023 Pre-Funded Warrants were included in the weighted-average

in the computation of basic net loss per share of Class A common stock for the three months ended March 31, 2024 and 2023, respectively,

beginning with their issuance date, as their stated exercise price of $ 0.001 was non-substantive and their exercise was virtually assured.

the three months ended March 31, 2024 and 2023, respectively, shares of Class B common stock and stock options and warrants to purchase

Class A common stock were excluded from the weighted-average in the computation of diluted net loss per share of Class A common stock

because the effect would have been anti-dilutive.

of our Class B common stock do not share in our earnings or losses and are therefore not participating securities.

As such, separate

calculations of basic and diluted net loss per share for each of our Class B common stock under the two-class method have not been presented

for the three months ended March 31, 2024 and 2023, respectively.

As of December 31, 2022, all Common Units of the Operating Company

and Class B common stock had been exchanged for Class A common stock, and we owned 100.0 % of the economic interests in the Operating

the three and six months ended June 30, 2024 and 2023, respectively, stock options and warrants to

purchase Class A common stock were excluded from the weighted-average in the computation of diluted net loss per share of Class A common

stock because the effect would have been anti-dilutive.

COMPENSATION PLANS

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We recognized equity-based compensation expense as follows:

OF EQUITY BASED COMPENSATION EXPENSE

SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE

(in thousands)

For the three months ended

For the six months ended

(in thousands)

2 unchanged sentences

Total equity-based compensation expense

As of March 31, 2024, there was no remaining unrecognized compensation expense.

of June 30, 2024, there was no remaining unrecognized compensation expense.

a result of the IPO and the related transactions completed in April 2019, we owned a portion of the Common Units of the Operating Company,

17 unchanged sentences

in our US and state tax returns.

the three months ended March 31, 2024 and 2023, respectively, management performed an assessment of the realizability of our deferred

the three and six months ended June 30, 2024 and 2023, respectively, management performed an assessment of the realizability of our deferred

tax assets based upon which management determined that it is not more likely than not that the results of operations will generate sufficient

1 unchanged sentence

Consequently, we established a full valuation allowance against

our deferred tax assets and reflected a carrying balance of $ 0 as of March 31, 2024 and December 31, 2023, respectively.

our deferred tax assets and reflected a carrying balance of $ 0 as of June 30, 2024 and December 31, 2023, respectively.

that management determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount,

1 unchanged sentence

Tax Positions

the three months ended March 31, 2024 and 2023, respectively, we did no t have any unrecognized tax benefits as a result of tax positions

taken during a prior period or during the current period.

the three and six months ended June 30, 2024 and 2023, respectively, we did no t have any unrecognized tax benefits as a result of tax

positions taken during a prior period or during the current period.

No interest or penalties have been recorded as a result of tax uncertainties.

The Company is subject to audit examination for federal and state purposes for the years 2019 – 2023.

As of the date these financial statements were issued, there were not any ongoing income tax audits.

As of the date these financial

statements were issued, there were not any ongoing income tax audits.

Receivable Agreement (TRA)

17 unchanged sentences

Based on this assessment,

our TRA liability was $ 0 as of March 31, 2024 and December 31, 2023.

our TRA liability was $ 0 as of June 30, 2024 and December 31, 2023.

utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, we will record a liability related

to the TRA, which would be recognized as expense within our condensed consolidated statements of operations and comprehensive (loss)

the three months ended March 31, 2024 and 2023, respectively, we did not make any payments, inclusive of interest, to members of the

Operating Company pursuant to the TRA.

the three and six months ended June 30, 2024 and 2023, respectively, we did not make any payments, inclusive of interest, to members

of the Operating Company pursuant to the TRA.

SEGMENT REPORTING

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Our CODM is a committee comprised of our CEO and our CFO.

determined we had two operating segments as of March 31, 2024, which are the same as our reportable segments:

determined we had two operating segments as of June 30, 2024, which are the same as our reportable segments:

(1) Consumer Goods and (2)

Industrial Goods.

These operating segments align with how we manage our business as of the third quarter of 2023.

The accounting

policies of the reportable segments are the same as those described in “Note 2 - Summary of Significant Accounting Policies.”

These operating segments align with how we manage our business as of the second quarter of 2024.

The accounting policies

of the reportable segments are the same as those described in “Note 2 - Summary of Significant Accounting Policies.”

Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary

Greenlane Brands, including Groove, Marley Natural, Keith Haring and Higher Standards, as well as lifestyle products and

accessories from leading brands, such as Storz and Bickel, PAX, and many more.

The Consumer Goods segment forms a central part of our

growth strategy, especially as it relates to scaling our own portfolio of higher-margin Greenlane Brands.

Greenlane Brands, including Groove, Marley Natural, Keith Haring and Higher Standards, as well as lifestyle products and accessories

from leading brands, such as Storz and Bickel, PAX, and many more.

The Consumer Goods segment forms a central part of our growth strategy,

especially as it relates to scaling our own portfolio of higher-margin Greenlane Brands.

Industrial Goods segment focuses on serving the premier brands, operators, and retailers through our wholesale operations by providing

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and gross profit.

The following table sets forth information by reportable segment for the three months ended March 31, 2024 and 2023,

The following table sets forth information by reportable segment for the three and six months ended June 30, 2024 and

2023, respectively.

There were no material intersegment sales during the three months ended March 31, 2024 and 2023, respectively.

There were no material intersegment sales during the three and six months ended June 30, 2024 and 2023, respectively.

following table sets forth our net sales by major product category:

OF NET SALES BY MAJOR PRODUCT CATEGORY

SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY

(in thousands)

Consumer Goods

Industrial Goods

Consumer Goods

Industrial Goods

For the three months ended

March 31, 2024

June 30, 2024

For the three months ended

March 31, 2023

June 30, 2023

(in thousands)

Consumer Goods

Industrial Goods

Consumer Goods

Industrial Goods

Cost of sales

(in thousands)

Consumer Goods

Industrial Goods

Consumer Goods

Industrial Goods

For the six months ended

June 30, 2024

For the six months ended

June 30, 2023

(in thousands)

Consumer Goods

Industrial Goods

Consumer Goods

Industrial Goods

Cost of sales

following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments:

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT

of March 31, 2024

of June 30, 2024

of December 31, 2023

receivable, net

Accounts receivable, net

Inventories, net

Vendor deposits

SUBSEQUENT EVENTS

May 6, 2024, the Company, Warehouse Goods and Synergy Imports LLC (“Synergy”) entered into an asset purchase agreement, dated

May 1, 2024 (the “Asset Purchase Agreement”) pursuant to which Synergy purchased all of the intellectual property, a specified

amount of inventory, and other assets related to the Eyce and DaVinci brands.

In consideration for the acquisition, all parties entered

into a loan modification agreement, effective May 1, 2024 (the “Loan Modification Agreement”) and an amended and restated

secured promissory note, effective May 1, 2024 (the Amended and Restated Secured Promissory Note”), an amendment to the original

Eyce and Davinci Asset Purchase Agreements, a distribution agreement, the termination of a license granted by Eyce, and the termination

of certain consulting and employment agreements.

The updated date of maturity will be through July 2024.

April 1, 2024 through July 24, 2024, the Company issued 1,497,000 shares of Class A common shares in connection with the exercise of

the remaining penny warrants as discussed in Note 9 of these consolidated financial statements.

June 18, 2024, the Board unanimously approved and declared advisable, and recommended that our stockholders approve at a Special Meeting

to take place on July 29, 2024, the adoption of the 2024 Amendment to effect a reverse stock split of our Common Stock at any whole

number between, and inclusive of, one-for-two to one-for-twenty.

Approval of the Proposed 2024 Reverse Stock Split at the 2024 Annual

Meeting will grant the Board the authority, but not the obligation, to file the 2024 Amendment to effect the Proposed 2024 Reverse Stock

Split no later than August 5, 2024, with the exact ratio and timing of the Proposed 2024 Reverse Stock Split to be determined at the

discretion of the Board.

The exact split ratio selected by the Board will be publicly announced prior to the effectiveness of the Proposed

2024 Reserve Stock Split.

For additional information about the July 29, 2024 Special Meeting and the Proposed 2024 Reverse Stock Split,

please see the Company’s Definitive Proxy Statement filed with the SEC on June 28, 2024.

May 2024, the Company entered into an agreement with a group of individuals to sell 100 % equity interests of one of the Company’s

wholly-owned subsidiaries, Shavita B.V.

and substantially all of the assets of ARI Logistics B.V.

As of the date that these financial

statements were available to be issued, the transaction was not officially closed as there was pending consideration to be transferred

to the Company.

July 23, 2024, the Board approved the reverse split at a ratio of one-for-11 and the Amendment has been filed with the Secretary of State

of the State of Delaware, which became effective on August 5, 2024 at 12:01 AM Eastern Time, before the opening of trading on the

See “Note 9—Stockholders’ Equity”.

On August 7, 2024, Greenlane Holdings, Inc.

(the “Company”)

issued a note (the “Note”) in the principal amount of $ 3,237,269 to Cobra Alternative Strategies, LLC (the “Investor”).

The Note is due the earlier of (i)February 5, 2025;

or (ii) the Company’s receipt of at least $ 3,500,000 of gross proceeds from

an offering of their securities (a “Qualified Offering”).and contain a 20% original issue discount.

The Notes are convertible

into common stock after maturity if not paid prior.

In connection with the issuance of the Note, the Company issued the Investor warrants

to purchase up to 1,618,635 shares at the Qualified Offering Price.

On August 12, 2024, the Company entered into a securities purchase agreement

with a single institutional investor for aggregate gross cash proceeds of $ 6.5 million.

In connection with the private placement, the

Company will issue an aggregate of 2,363,637 units and pre-funded units.

The pre-funded units will be sold at the same purchase price

as the units, less the pre-funded warrant exercise price of $ 0.00001 .

Each unit and pre-funded unit will consist of one share of common

stock (or one pre-funded warrant) and two common warrants, each exercisable for one share of common stock at an exercise price of $ 2.50

The common warrant will be exercisable on the initial exercise date described in the common warrant and will expire 5.0 years

from such date.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements