What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 487 added, 431 removed, 665 unchanged (58% of the section changed)

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thousands, except par value per share amounts)

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

Current assets

receivable, net of allowance of $ 2,251 and $ 2,209 at September 30, 2024 and December 31, 2023, respectively

current assets (Note 8)

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lease right-of-use assets

Current liabilities

expenses and other current liabilities (Note 8)

Notes payable, net of debt discount

payable, net of debt discount

portion of operating leases

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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*

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*

Class A common stock, $ 0.01

par value per share, 600,000

shares authorized, 972

shares issued and outstanding as of September

shares authorized, 339

shares issued and outstanding as of December

Class B common stock, $ 0.0001

par value per share, 30,000

shares authorized, and 0

shares issued and outstanding as of September

30, 2024 and December 31, 2023 *

Common stock, value

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liabilities and stockholders’ equity

* After giving effect

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

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)

months ended June 30,

benefits and payroll taxes

and administrative

and amortization

Three months ended September 30,

Nine months ended September 30,

Cost of sales

Operating expenses:

from operations

income (expense), net:

in fair value of contingent consideration

on extinguishment of debt

income (expense), net

Salaries, benefits and payroll taxes

General and administrative

Depreciation and amortization

Total operating expenses

(Loss) from operations

Other income (expense), net:

before income taxes

for (benefit from) income taxes

Interest expense

Change in fair value of contingent consideration

Gain on extinguishment of debt

Other income (expense), net

Total other income (expense), net

Loss before income taxes

Provision 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

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 (loss):

Foreign currency translation adjustments

Comprehensive loss

Comprehensive loss attributable to non-controlling interest

Comprehensive

loss attributable to Greenlane Holdings, Inc.

* After giving effect

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

Comprehensive loss attributable to Greenlane Holdings, Inc.

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

Stockholders’

December 31, 2023

Income (Loss)

Class A Common Stock

Additional Paid-In

Accumulated Other Comprehensive

Non- Controlling

Total Stockholders’

Income (Loss)

Balance December 31, 2023

$ ( 257,289 )

of Class A shares - (Note 9)

comprehensive income

March 31, 2024

Equity-based compensation

Issuance of Class A shares - (Note 9)

Other comprehensive income

Balance March 31, 2024

$ ( 261,780 )

of Class A shares - (Note 9)

comprehensive income

June 30, 2024

Issuance of Class A shares - (Note 9)

Other comprehensive income

Balance June 30, 2024

$ ( 262,395 )

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

B Common Stock

Issuance of Class A shares and warrants - (Note 9)

Other comprehensive income

Balance September 30, 2024

$ ( 266,152 )

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

Income (Loss)

Class B Common Stock

Other Comprehensive

Stockholders’

Non- Controlling

Total Stockholders’

Income (Loss)

Balance 12/31/2022

$ ( 225,114 )

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

comprehensive income

compensation forfeiture, net

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

comprehensive income (loss)

Equity-based compensation

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

Other comprehensive income

Balance 3/31/2023

Equity-based compensation forfeiture, net

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

Other comprehensive income (loss)

Balance 6/30/2023

$ ( 242,839 )

* After giving effect

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

Equity-based compensation

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

Issuance of Class A shares (Note 9)

Other comprehensive income (loss)

Balance 9/30/2023

$ ( 252,956 )

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 six months ended June 30,

flows from operating activities:

loss (including amounts attributable to non-controlling interest)

to reconcile net loss to net cash used in operating activities:

and amortization

compensation expense

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:

(decrease) in accounts receivable

in inventories

in vendor deposits

in other current assets

in accounts payable

in accrued expenses and other liabilities

in customer deposits

cash (used in) provided by operating activities

flows from investing activities:

of property and equipment, net

For the nine months ended September 30,

Cash flows from operating activities:

Net loss (including amounts attributable to non-controlling interest)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Equity-based compensation expense

Change in provision for doubtful accounts

Change in fair value of contingent consideration

Amortization of debt discount and deferred financing fees

Gain on extinguishment of debt

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

Increase (decrease) in accounts receivable

Decrease in inventories

Decrease in vendor deposits

Decrease in other current assets

Increase (decrease) in accounts payable

Increase (decrease) in accrued expenses and other liabilities

Decrease in customer deposits

Net cash (used in) provided by operating activities

Cash flows from investing activities:

Purchases of property and equipment, net

Proceeds from sale of equity investments

cash used in investing activities

flows from financing activities:

on Eyce and DaVinci promissory notes

Net cash used in investing activities

Cash flows from financing activities:

Payments on Eyce and DaVinci promissory notes

Purchase consideration paid for Eyce LLC and DaVinci acquisitions

of Asset-Based Loan

costs of Asset-Based Loan

from notes payable

from future receivables financing

of loan against future accounts receivable

cash provided by (used in) financing activities

of exchange rate changes on cash

decrease in cash

and restricted cash, as of beginning of the period

and restricted cash, as of end of the period

Repayments of Asset-Based Loan

Modification costs of Asset-Based Loan

Proceeds from issuance of Class A common stock and warrants, net of costs

Proceeds from exercise of stock options, net of costs

Proceeds from Secured Bridge Loan, net of costs

Repayments of notes payable

Proceeds from notes payable

Proceeds from future receivables financing

Repayments of loan against future accounts receivable

Net cash provided by (used in) financing activities

Effects of exchange rate changes on cash

Net decrease in cash

Cash and restricted cash, as of beginning of the period

Cash and restricted cash, as of end of the period

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

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of cash and restricted cash to consolidated balance sheets

the six months ended June 30,

of the period

cash and restricted cash, beginning of period

of the period

cash and restricted cash, end of period

disclosures of cash flow information

paid for interest

paid for amounts included in the measurement of lease liabilities

financing activities:

For the nine months ended September 30,

Beginning of the period

Restricted cash

Total cash and restricted cash, beginning of period

End of the period

Restricted cash

Total cash and restricted cash, end of period

Supplemental disclosures of cash flow information

Cash paid for interest

Cash paid for amounts included in the measurement of lease liabilities

Non-cash financing activities:

Non-cash purchases of property and equipment

Extinguishment

of debt in connection with Synergy asset purchase agreement

Extinguishment of debt in connection with Synergy asset purchase agreement

Transfer from contingent consideration to notes payable

Transfer from accrued expenses to notes payable

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

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“Note 9 - Stockholder’s Equity.”

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

our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5, 2023.

As a result of the 2023 Reverse Stock Split,

every ten 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 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.

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 our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5,

As a result of the 2023 Reverse Stock Split, every ten 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

2023 Reverse Stock Split.

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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for the next 12 months.

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

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

operations into the fourth quarter of 2024.

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Due to the untimely

filing of certain of our Quarterly and Annual Reports 3, we are unable to issue additional shares of Class A common stock pursuant to

the ATM Program or otherwise use the Shelf Registration Statement, which will limit our liquidity options in the capital markets.

filing of certain of our Quarterly and Annual Reports, we are unable to issue additional shares of Class A common stock pursuant to the

ATM Program or otherwise use the Shelf Registration Statement, which will limit our liquidity options in the capital markets.

Stock and Warrant Offerings.

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.

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 per share.

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.

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.

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

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

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 September 30, 2024, $ 4.6 million of such financing remained outstanding.

See “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

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2023 Loan Agreement.

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.

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 September 30, 2024, $ 2.7 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 .

As of September 30,

2024, the Company has been loaned $ 3.1

million with net cash proceeds of $ 2.6

The note was issued with a 20 %

original issue discount and is due in full on December

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,

a new, innovative Greenlane Brands product line, and we also rationalized and improved our third-party brands product offering,

which enabled us to reduce inventory carrying costs and working capital requirements while increasing our offerings.

April 2023, we entered into two strategic partnership.

First, we entered into a strategic partnership (the “MJ Packaging Partnership”)

with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a leading provider of packaging solutions to the cannabis

During the three months ended September 30, 2024,

the Company repaid $ 2.1

million and the remaining outstanding balance was approximately $ 1.0

The Company has elected to measure these notes using the fair value option under ASC 825, Financial Instruments.

Given the short-term duration of the notes, the carrying value of the notes at September 30, 2024 approximate the fair value and as such

no fair value adjustment was recorded in the statement of operations.

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 inventory.

In the fourth quarter of 2022, we launched Groove, a new, innovative

Greenlane Brands product line, and we also rationalized and improved our third-party brands product offering, which enabled us to reduce

inventory carrying costs and working capital requirements while increasing our offerings.

April 2023, we entered into two

strategic partnerships.

First, we entered into a strategic

partnership (the “MJ Packaging Partnership”) with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”),

a leading provider of packaging solutions to the cannabis industry.

On August 8, 2024 the Company terminated its strategic partnership

with MJ Packaging and is resuming its business as a direct provider of packaging solutions to the cannabis industry.

however, remains a distribution customer of the Company.

Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”)

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In exchange we would

earn quarterly and annual commission payments from our strategic partners.

While the strategic partnerships may result in a decrease

in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives

earn quarterly and annual commission payments from our strategic partner.

While the strategic partnership may result in a decrease

in top line revenue for these vape products, this partnership combined with some of our other restructuring initiatives

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

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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

a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation.

a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s

ability to continue as a going concern.

The Company’s ability to continue as a going concern is contingent upon successful execution

Company has incurred net losses of $ 8.9 million and $ 27.8 million for

the nine months ended September 30, 2024 and 2023, respectively.

For the nine months ended September 30, 2024 and 2023, cash (used in)

provided by operating activities were $ ( 5.2 ) million and $ 1.2 million, respectively.

The recent macroeconomic environment has caused weaker

demand than contemplated under the Company’s business plan, resulting in a reduction in projected revenue and cash flows for the

twelve-month period included in the going concern evaluation.

a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern

is contingent upon successful execution

of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes,

without limitation:

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

with revenue to achieve profitability.

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

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The condensed consolidated results of operations for

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

the three and nine months ended September 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 June 30, 2024, we had two reportable

operating business segments:

Consumer Goods and Industrial Goods.

Our reportable segments have been identified based on how our chief

operating decision maker (“CODM”), which is a committee comprised of our Chief Executive Officer (“CEO”) and

our Chief Financial and Legal Officer (“CFO”), manages our business, makes resource allocation and operating decisions, and

evaluates operating performance.

See “Note 12—Segment Reporting.”

As of September 30, 2024, we

determined that we have one remaining and reportable operating business segment.

Our reportable segment has been identified based on

how our chief operating decision maker (“CODM”), which is a committee comprised of our Chief Executive Officer

(“CEO”) and our Chief Financial and Legal Officer (“CFO”), manages our business, makes resource allocation

and operating decisions, and evaluates operating performance.

is recognized when customers obtain control of goods and services promised by us.

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

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

balance during the nine months ended September 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 analyse actual historical returns, current economic trends and changes in order volume when evaluating the adequacy of our sales returns

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

allowance in any reporting period.

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There were no liabilities related to refunds as

of June 30, 2024.

of September 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 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 %,

customer s represented approximately 36 %

and 27 % , respectively,

of net sales for the three months ended September 30, 2024.

Two customers represented approximately 16 % and 16 %, respectively, of net sales for the nine months ended September

For the three and nine months ended September 30, 2023, one customer

represented approximately 13 %

of net sales.

As of September 30, 2024 and December 31, 2023, the Company has a concentration of credit risk with its accounts receivable

balance as one customer represented approximately 15 %

respectively, of accounts receivable.

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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.

consolidated balance sheets as of September 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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BUSINESS ACQUISITIONS AND DISPOSITIONS

April 7, 2022, we entered into an amendment to that certain Asset Purchase Agreement dated March 2, 2021 (the “Amended Eyce APA”),

by and between Eyce and Warehouse Goods to accelerate the issuance of shares of Class A common stock issuable to Eyce under the agreement

upon the attainment of certain EBITDA and revenue benchmarks (the “Amended 2022 Contingent Payment”), in an amount equal

to $ 0.9 million.

We issued 7,172 shares of Class A common stock to Eyce under the Amended 2022 Contingent Payment, which vest ratably

in seven quarterly tranches starting on July 1, 2022, such that on January 1, 2024 (the “Vesting Date”), all shares issued

to Eyce under the Amended 2022 Contingent Payment will have vested.

The shares of Class A common stock issued under the Amended 2022

Contingent Payment are subject to certain forfeiture restrictions tied to the continued employment of certain Eyce personnel with the

Company through the Vesting Date.

Amended Eyce APA also provided for the payment of $ 0.9 million in cash in four equal installments on April 1, 2023, July 1, 2023, October

1, 2023 and January 1, 2024, contingent on the achievement of certain deliverables outlined in the Amended Eyce APA and the continued

employment of certain Eyce personnel.

The transaction was accounted for separately from acquisition accounting for the Eyce business

The April 2, 2023 and July 1, 2023 payments were paid timely, the remaining payments, if not paid timely will roll into

the Synergy Imports, LLC Bridge Loan and included in the potential additionally deferred amounts under that Loan.

Subsidiary Purchase Agreement

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 close of the transaction is in dispute as there was pending consideration obligations due to be transferred

to the Company not met, as well as other monetary obligations of the purchasers that remain unsatisfied.

The Company intends to

vigorously pursue its claims against Shavita and the purchaser group.

The Company does not believe any circumstances arising from the

ARI and Shavita transactions will have a material adverse effect on the Company, its financial condition or results of operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

to be measured at fair value on a 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:

(in thousands)

Condensed Consolidated

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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.

(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 and nine

months ended September 30 , 2024 and 2023, respectively.

Consideration

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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

(in thousands)

Nine Months Ended

September 30, 2024

Balance at December 31, 2023

Cash payments for earned contingent consideration

Transfer to notes payable

Gain from fair value adjustments included in results of operations

at June 30, 2023

Balance September 30, 2024

(in thousands)

Nine Months Ended

September 30, 2023

Balance at December 31, 2022

Beginning balance

Cash payments for earned contingent consideration

Transfer to notes payable

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

Balance at September 30, 2023

Ending balance

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 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

related to these equity securities during the three and nine months ended September 30 , 2024

and 2023, respectively.

of September 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 September 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

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.

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

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.

balance sheet as of September 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

(in thousands)

Operating Leases

Remainder of 2024

2028 and thereafter

minimum lease payments

Total minimum lease payments

imputed interest

value of minimum lease payments

Present value of minimum lease payments

current portion

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.

Long-term portion

expense under operating leases was approximately $ 0.3 million and $ 0.8

million for the three and nine months ended September 30, 2024, respectively, and approximately $ 0.4 million and $ 1.5 million for the

three and nine months ended September 30, 2023, respectively.

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

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SCHEDULE OF LEASE COST

the six months ended June 30,

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

(in thousands)

For the nine months ended September 30,

(in thousands)

Operating lease cost

Variable lease cost

Total lease cost

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

average remaining lease terms

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SCHEDULE OF DEBT

Receivables Financing

long term debt

unamortized debt issuance costs

current portion of debt

net, excluding operating and finance leases and liabilities

(in thousands)

September 30, 2024

December 31, 2023

(in thousands)

September 30, 2024

December 31, 2023

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

Receivables Financings

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.

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.

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 .

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.

During the nine months ended September 30, 2024, the Company’s financings

were in a series of transactions refinanced as they were not able to make the proscribed monthly payments for the repayment of cash advances.

As such the refinancings restructured the payment schedule and the total balance increased

to $ 4.6 million which included deferred financing fees of approximately $ 2.8 million.

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.

of September 30, 2024, the Company had been loaned $ 3.1 million with net cash proceeds of $ 2.6 million, with an remaining balance due of $ 1.0 million.

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.

of September 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

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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.

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

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

At September 30,

2024, $ 2.5 million of such financing remained outstanding.

The updated date of maturity will be through August 2024.

The updated date of maturity will be through the end of 2024.

Minimum Principal Payments

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.

following table summarizes future scheduled minimum principal payments of debt at September 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,

Receivables Financing

(in thousands)

Remainder 2024

Year Ending December 31,

(in thousands)

Remainder 2024

Future Receivables Financing

Secured Bridge Loan

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 six months ended June 30, 2024 and 2023, respectively.

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

Contingencies

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SCHEDULE OF OTHER CURRENT ASSETS

current assets:

refund receivable (Note 2)

Indemnification

receivable, net

current assets

(in thousands)

September 30, 2024

December 31, 2023

(in thousands)

September 30, 2024

December 31, 2023

Other current assets:

VAT refund receivable (Note 2)

Prepaid expenses

Indemnification receivable, net

Customs bonds

Other current assets

Expenses and Other Current Liabilities

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OF 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

(in thousands)

September 30, 2024

December 31, 2023

(in thousands)

September 30, 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 professional fees and other expenses

Refund liability (including accounts receivable credit balances)

Sales tax payable

Accrued 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

six months ended June 30, 2024 were as follows:

Changes in our customer deposits liability balance during the nine

months ended September 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

(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 September 30, 2024

Other Comprehensive Income

1 unchanged sentence

SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS

Currency Translation

Gain or (Loss) on Derivative Instrument

at December 31, 2023

comprehensive income

(in thousands)

Foreign Currency Translation

Unrealized Gain or (Loss) on Derivative Instrument

Balance at December 31, 2023

Other 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)

Balance at September 30, 2024

(in thousands)

Foreign Currency Translation

Unrealized Gain or (Loss) on Derivative Instrument

Balance at December 31, 2022

Other comprehensive income (loss)

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

at June 30, 2023

Balance at September 30, 2023

Concentration

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.

four largest vendors accounted for an aggregate of approximately 43.8 % and 18.2 % of our total purchases for the three and nine months

ended September 30, 2024, respectively, and an aggregate of approximately 89.9 % and 82.2 % of our total purchases for the three and nine

months ended September 30, 2023, respectively.

Party Transactions

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.

to Blum totaled approximately $ 0.4

million for the year 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.

million as of September 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.

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

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interests but no economic interests.

Each share of our Class A common stock and Class B common stock entitles the record holder thereof

to one vote on all matters on which stockholders generally are entitled to vote, and except as otherwise required in the A&R Charter,

Each share of our Class A common stock, and except as otherwise required in the A&R Charter,

the holders of Common Stock will vote together as a single class on all matters (or, if any holders of our preferred stock are entitled

7 unchanged sentences

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

that took 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

Approval of the Proposed 2024 Reverse Stock Split at the 2024 Special Meeting granted 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

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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

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

of trading on the Nasdaq.

43 unchanged sentences

($ in thousands)

2021 (Inception) through

June 30, 2024

A shares sold

paid to sales agent

August 2021 (Inception) through

September 30, 2024

Class A shares sold

Gross proceeds

Fees paid to sales agent

Stock and Warrant Offerings

1 unchanged sentence

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

aggregate of 50,952 shares of our Class A common stock, pre-funded warrants to purchase up to 317,013 shares of our Class A common

stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 735,931 shares of our Class A common stock (the

“July 2023 Standard Warrants”).

The July 2023 units each consisted of one share of Class A common stock or a July 2023 Pre-Funded

Warrant and two July 2023 Standard Warrants to purchase one share of our Class A common stock.

The July 2023 units were offered pursuant

to an effective Registration Statement on Form S-1.

The July 2023 Standard Warrants are exercisable immediately at an exercise price

equal to $ 1.05 per share of Class A common stock for a period of five years .

Each July 2023 Pre-Funded Warrant is exercisable immediately

with no expiration date for one share of Class A common stock at an exercise price of $ 0.0001 .

The July 2023 Offering generated gross

proceeds of approximately $ 4.3 million and net proceeds to the Company of approximately $ 3.8 million.

aggregate of 50,952 shares of our Class A common stock, pre-funded warrants to purchase up to 317,013 shares of our Class A common stock

(the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 735,931 shares of our Class A common stock (the “July

2023 Standard Warrants”).

The July 2023 units each consisted of one share of Class A common stock or a July 2023 Pre-Funded Warrant

and two July 2023 Standard Warrants to purchase one share of our Class A common stock.

The July 2023 units were offered pursuant to an

effective Registration Statement on Form S-1.

The July 2023 Standard Warrants are exercisable immediately at an exercise price equal

to $ 1.05 per share of Class A common stock for a period of five years .

Each July 2023 Pre-Funded Warrant is exercisable immediately with

no expiration date for one share of Class A common stock at an exercise price of $ 0.0001 .

The July 2023 Offering generated gross proceeds

of approximately $ 4.3 million and net proceeds to the Company of approximately $ 3.8 million.

of the date of this Quarterly Report on Form 10-Q, all July 2023 Pre-Funded Warrants have been exercised, based upon which we issued

7 unchanged sentences

All other terms of the Prior Warrants remained unchanged.

2024 Private Placement

August 12, 2024, the Company entered into a securities purchase agreement with a single institutional investor pursuant to which we agreed to issue and sell an aggregate of 58,000 shares

of our Class A common stock, pre-funded warrants to purchase up to 2,305,637 shares of our Class A common stock (the “August 2024

Pre-Funded Warrants”) and warrants to purchase up to 4,727,274 shares of our Class A common stock (the “August 2024 Standard

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

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 per share.

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.

of September 30, 2024, there were 2,176,647 warrants that remained unexercised.

Loss Per Share

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SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED

(in thousands, except per share data)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(in thousands, except per share data)

Net income (loss) attributable to non-controlling interests

Deemed Dividend on “October 2022 Standard Warrants”

Net loss attributable to Class A common stockholders

1 unchanged sentence

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

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.

of September 30, 2024, there were 2,245,629 warrants that remained unexercised which we used in determining the weighted average shares

the three and nine months ended September 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

25 unchanged sentences

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

(in thousands)

2 unchanged sentences

Total equity-based compensation expense

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

of September 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 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

taxable income to realize portions of the net operating loss benefits.

Consequently, we established a full valuation allowance against

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,

an adjustment to the valuation allowance will be made, which would reduce December the provision for income taxes.

the three and nine months ended September 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 taxable income to realize portions of the net operating loss benefits.

Consequently, we established a full valuation

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

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

recorded amount, an adjustment to the valuation allowance will be made, which would reduce December the provision for income taxes.

Tax Positions

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 three and nine months ended September 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.

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 June 30, 2024 and December 31, 2023.

our TRA liability was $ 0 as of September 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 and six months ended June 30, 2024 and 2023, respectively, we did not make any payments, inclusive of interest, to members

the three and nine months ended September 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

define our segments as those operations whose results are regularly reviewed by our CODM to analyze performance and allocate resources.

Therefore, segment information is prepared on the same basis that management reviews financial information for operational decision-making

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

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 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.

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

ancillary products essential to their growth, such as customizable packaging and supply products, which includes our vaporization solutions

offering including CCELL branded products.

CODM allocates resources to, and assesses the performance of, our two operating segments based on the operating segments’ net sales

and gross profit.

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 and six months ended June 30, 2024 and 2023, respectively.

following table sets forth our 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

June 30, 2024

For the three months ended

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 June 30, 2024

of December 31, 2023

Accounts receivable, net

Inventories, net

Vendor deposits

SUBSEQUENT EVENTS

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.

October 29, 2024, the Company entered into an Exchange Agreement with its Senior Subordinated Lender, whereby the Company agreed to exchange

an aggregate of $ 4,617,307 of debt originally owed to Agile Capital Funding LLC and Cedar Advance LLC in a 3(a)(9) exchange for new Senior

Subordinated Notes in the principal amount of $ 4,000,000 due one year from issuance (the “Exchange Note”), reducing outstanding

indebtedness by approximately $ 617,000 .

The Exchange Note is convertible at the option of the holder at $ 3.17 per share.

In connection

with the Exchange, the Company issued an aggregate of 1,261,830 five year warrants with an exercise price of $ 3.04 per share (the “Exchange

addition, pursuant to the terms of the Exchange Agreement, the Company agreed to issue warrants to the Holders, with an initial exercise

price of $ 3.04 , exercisable 180 days after issuance (the “Exchange Inducement Warrants”).

The Exchange Inducement Warrants

were issued to incentivize the holders to exercise some or all of their existing warrants originally issued on August 13, 2024 (the “Existing

Warrants”) for cash, which existing warrants have an exercise price of $ 2.50 per share.

The Exchange Inducement Warrants are initially

exercisable for zero shares, but to the extent that the Holders exercise any of such Existing Warrants during the one-hundred sixty day

inducement period, the Exchange Inducement Warrants will become exercisable on April 30, 2025 for 200 % of the number of Existing Warrants

exercised for cash during such inducement period.

pursuant to the Exchange Agreement, the Senior Subordinated Lender agreed that it will exercise its Existing Warrants for cash prior

to exercising any of its outstanding pre-funded warrants, contingent on the market price of the common stock being above $ 2.50 per share

and certain other conditions.

The above agreement will terminate upon the Company receiving certain cash proceeds and prepaying at least

$ 2,250,000 of Cobra Alternative Capital Strategies LLC (“Cobra”) Notes.

October 29, 2024, the Company entered into the First Amendment to Amended and Restated Secured Promissory Note (the “Note Amendment”)

Pursuant to the Note Amendment, Cobra agreed to extend the Maturity Date of its senior promissory note dated May 1, 2024,

which is currently due.

The new Maturity Date will be October 29, 2025 .

In consideration for the extension, the Company (i) agreed to

make such Notes convertible at the option of Cobra with a conversion price of $ 3.17 per share, (ii) agreed to prepay Cobra’s debt

with 50 % of any money raised by the Company from warrant exercise proceeds and from capital raise transactions, and (iii) issued Cobra

an aggregate of 500,000 five year warrants with an exercise price of $ 3.04 per share which are identical to the Exchange Warrants.

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