What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-21 compared with 2024-07-19 · 210 added, 182 removed, 375 unchanged (51% of the section changed)

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e-commerce platforms which include Wholesale.Greenlane.com, Vapor.com, PuffItUp.com, HigherStandards.com, and MarleyNaturalShop.com.

Additionally, our presence on popular e-commerce platforms such as Amazon, Etsy, and eBay enables us to reach customers directly, providing

Additionally, our presence on popular e-commerce platforms such as Amazon, Etsy, and eBay enable us to reach customers directly, providing

them with valuable resources and a seamless purchasing experience.

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e-commerce activities.

We operate our own distribution centers in the United States, while also utilizing third-party logistics

(“3PL”) locations in the United States, Europe, and Canada.

We have made tremendous progress consolidating and

streamlining our warehouse and distribution in 2023, including the consolidations of our warehouse in Worcester, MA and 3PL location

in Hebron, KY to our owned facility in Moreno Valley, California in 2023.

offers a full-spectrum of Consumer and Industrial Goods, positioning us to meet all our customers’ growing demands.

Goods segment focuses on serving consumers across wholesale, retail, and e-commerce operations—offering all of our Greenlane Brands,

as well as ancillary products and accessories from select leading third-party brands such as Storz and Bickel, Grenco Science, PAX, Cookies,

The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio

of higher-margin proprietary owned brands.

In addition to our Consumer Goods segment, we have our Industrial Goods segment, which focuses

on serving Cannabis Operators by providing ancillary products essential to their daily operations and growth, such as packaging and vaporization

solutions, including our Greenlane Brand Pollen Gear.

Refer to Note 11 — Segment Reporting within Item 8 of this Annual Report

on Form 10-K for additional information on our reportable segments

have historically experienced only moderate seasonality in the Consumer Goods side of our business, particularly during the fourth quarter.

This coincides with Cyber Monday (the first Monday after Thanksgiving, when online retailers typically offer holiday discounts), and

as our customers build up their inventories in anticipation of the holiday season.

We operate our own distribution center in the United States, while also utilizing third-party logistics

(“3PL”) locations in Canada.

We made tremendous progress consolidating and streamlining our warehouse and distribution

in 2023 and 2024, including the consolidations of our warehouse in Worcester, MA and 3PL location in Hebron, KY to our owned

facility in Moreno Valley, California in 2023.

offers a full spectrum of products, positioning us to meet all our customers’ growing demands.

We focus on serving consumers across

wholesale, retail, and e-commerce operations—offering all of our Greenlane Brands, as well as ancillary products and accessories

from select leading third-party brands such as Storz and Bickel, Grenco Science, PAX, Cookies, and more.

Our direct to consumer channels

form a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin proprietary owned

In addition we serve Cannabis Operators by providing ancillary products essential to their daily operations and growth, such

as packaging and vaporization solutions, including our Greenlane Brand Pollen Gear.

have historically experienced only moderate seasonality in the direct to consumer side of our business, particularly during the fourth

This coincides with Cyber Monday (the first Monday after Thanksgiving, when online retailers typically offer holiday discounts),

and as our customers build up their inventories in anticipation of the holiday season.

We also have related promotional marketing campaigns

during this period.

Our Industrial Goods business is generally not affected by seasonality, which provides an important advantage to

our overall business model.

The stability of the Industrial Goods segment helps to offset the moderate seasonality in Consumer Goods,

providing a more consistent revenue stream throughout the year.

This diversification in our business segments contributes to greater

overall financial stability and resilience against market fluctuations.

Holdings, Inc.

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States and Territories.

states, and the District of Columbia, have legalized cannabis for non-medical adult use with additional states, such as New

Hampshire , actively considering the legalization of cannabis for non-medical adult use.

An additional seventeen states have

legalized medical cannabis in some form, with certain of those states permitting only low tetrahydrocannabinol (“THC”)

oils for a limited class of patients.

Notwithstanding the continued trend toward further state legalization, cannabis continues to

be categorized as a Schedule I controlled substance under the Federal Controlled Substances Act (the “CSA”) and,

accordingly, the cultivation, processing, distribution, sale, and possession of cannabis violate federal law in the United States as

discussed further in Item 1A under the heading “Risk Factors.” However, after President Biden first directed federal

agencies in October 2022 to review how cannabis is scheduled, the Department of Health and Human Services reviewed and made

recommendations in August 2023 to reschedule cannabis from a Schedule I to Schedule III controlled substance.

states, and the District of Columbia, have legalized cannabis for non-medical adult use with additional states, such as New Hampshire, actively considering the legalization of cannabis for non-medical adult use.

An additional seventeen states have legalized medical

cannabis in some form, with certain of those states permitting only low tetrahydrocannabinol (“THC”) oils for a limited class

Notwithstanding the continued trend toward further state legalization, cannabis continues to be categorized as a Schedule

I controlled substance under the Federal Controlled Substances Act (the “CSA”) and, accordingly, the cultivation, processing,

distribution, sale, and possession of cannabis violate federal law in the United States as discussed further in Item 1A under the heading

“Risk Factors.” However, after President Biden first directed federal agencies in October 2022 to review how cannabis is

scheduled, the Department of Health and Human Services reviewed and made recommendations in August 2023 to reschedule cannabis from a

Schedule I to Schedule III controlled substance.

On May 16, 2024, the U.S.

Drug Enforcement Administration (the “DEA”) issued a proposed rule to reclassify

marijuana from its current classification as a Schedule I drug to a Schedule III drug.

Schedule III classification represents a moderate

to low potential for physical and psychological dependence and reclassification of marijuana from a Schedule I to a Schedule III drug

would thereby loosen DEA restrictions.

Nonetheless, the DEA has made clear that if reclassification were to take place, the “regulatory

controls applicable to Schedule III controlled substances would apply” which includes controls related to the manufacture, distribution,

dispensing, and possession of marijuana.

Our business depends partly on continued purchases by businesses and individuals selling or using

cannabis and cannabis ancillary products pursuant to state laws in the United States.

Drug Enforcement Administration (the “DEA”) issued

a proposed rule to reclassify marijuana from its current classification as a Schedule I drug to a Schedule III drug.

Schedule III classification

represents a moderate to low potential for physical and psychological dependence and reclassification of marijuana from a Schedule I

to a Schedule III drug would thereby loosen DEA restrictions.

Nonetheless, the DEA has made clear that if reclassification were to take

place, the “regulatory controls applicable to Schedule III controlled substances would apply” which includes controls related

to the manufacture, distribution, dispensing, and possession of marijuana.

Our business depends partly on continued purchases by businesses

and individuals selling or using cannabis and cannabis ancillary products pursuant to state laws in the United States.

the United States, the legal cannabis market generated $26.5 billion in 2022, which increased to $31.4 billion in 2023, reflecting an

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2023, a 27.8% rise in state participation (National Cannabis Industry Association Reports).

The cannabis consumers base for legal cannabis has expanded

notably across all regions.

In the United States, the number of users grew from 42 million in 2022 to 47 million in 2023, an 11.9% increase

(Cannabis Consumer Trends Study 2023.

The cannabis consumers base for legal cannabis

has expanded notably across all regions.

In the United States, the number of users grew from 47 million in 2023 to 52.5 million in 2024,

an 11.7% increase ( Cannabis Facts and Stats | Cannabis and Public Health | CDC )

access to dried cannabis for medical purposes was first allowed in Canada in 1999.

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manner in which vapor products are displayed or promoted in stores.

Canadian market grew from CAD 4.8 billion in 2022 to CAD 5.6 billion in 2023, marking a 16.7% increase (Government of Canada, Cannabis

Canadian market declined from CAD 5.5 billion in 2023 to CAD 5.3 billion in 2024, marking a 3.27% decrease (Government of Canada, Cannabis

Market Reports).

In Canada, all ten provinces and three territories have legalized cannabis, with significant improvements in regulatory

frameworks and retail infrastructure between 2022 and 2023, particularly in Ontario and British Columbia (Health Canada Reports).

Canada, cannabis consumers increased from 7.6 million in 2022 to 8.3 million in 2023, a 9.2% rise (Canadian Cannabis Consumer Survey 2023).

Despite this decline, the Canadian cannabis market is expected to grow at a CAGR of 10.1% between 2024 and 2030.

Canada, all ten provinces and three territories have legalized cannabis, with significant improvements in regulatory frameworks and retail

infrastructure between 2022 and 2023, particularly in Ontario and British Columbia (Health Canada Reports).

European Cannabis Landscape

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and Canadian markets combined, suggesting the potential of a very significant market.

changes in regulations for cannabis products across Europe are expected to result in a market growth of approximately $6.2 billion

in annual sales in 2024, a significant growth from approximately $3.7 billion in 2023.

changes in regulations for cannabis products across Europe are expected to result in a market growth of approximately $6.2 billion in

annual sales in 2024, a significant growth from approximately $3.7 billion in 2023.

European Union countries allow limited cannabis use for medicinal purposes, with some of those countries operating pilot programs.

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cannabis for adult use.

legal cannabis market also saw significant growth, with revenues rising from €2.1 billion in 2022 to €2.5 billion in 2023,

a 19% increase (Prohibition Partners Europe Cannabis Report 2023).

In Europe, the number of countries with legalized medical cannabis

grew from seven in 2022 (Germany, Italy, Netherlands, Czech Republic, Greece, Denmark, and Poland) to nine in 2023, with Luxembourg and

Malta joining the list, representing a 28.6% increase (European Monitoring Centre for Drugs and Drug Addiction, EMCDDA).

saw a significant rise in cannabis consumers, from 1.2 million in 2022 to 1.5 million in 2023, a 25% increase (Prohibition Partners Europe Cannabis

Report 2023).

Drivers for the Legal Cannabis Industry

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We also own and operate one of the industry’s most visited North American direct-to-consumer e-commerce websites, Vapor.com, as

well as PuffItUp.com, and Vaposhop which serves the European market.

well as PuffItUp.com..

We also sell our proprietary products direct to consumers via Higherstandards.com, and MarleyNaturalShop.com.

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of our experience and our extensive, long-term industry relationships, we believe we have a deep understanding of customer needs and

desires in our Consumer Goods and Industrial Goods business segments.

This allows us to influence customer demand and the pipeline between

product manufacturers, suppliers, advertisers and the marketplace.

We have also established strong relationships with a wide array of

industry participants including leading MSOs, SSOs, retailers, and third party ancillary product producers.

desires in our business channels.

This allows us to influence customer demand and the pipeline between product manufacturers, suppliers,

advertisers and the marketplace.

We have also established strong relationships with a wide array of industry participants including leading

MSOs, SSOs, retailers, and third party ancillary product producers.

Comprehensive

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and Proven Management Team Driving Organic and Acquisition Growth.

We recently revamped our management team

to directly align with our strategic goals and initiatives.

Our management team features vast relevant experience in consumer-packaged

goods, brand building, and e-commerce.

In addition, our management team has expertise in accounting and finance, mergers and acquisitions,

supply chain, information technology, and operations .

recently revamped our management team to directly align with our strategic goals and initiatives.

Our management team features vast relevant

experience in consumer-packaged goods, brand building, and e-commerce.

In addition, our management team has expertise in accounting and

finance, mergers and acquisitions, supply chain, information technology, marketing and operations.

Operating Strategies

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Footprint Rationalization:

In 2023, we optimized our facilities footprint by reducing warehouse and office space while increasing

In 2023 and 2024, we optimized our facilities footprint by reducing warehouse and office space while increasing

operational efficiency and improving fulfillment practices.

The full benefit of those efforts are expected to be realized in 2024.

We have significantly reduced our headcount and associated salary expenses, focusing on maintaining a core group of key

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In April 2023, we formed two strategic

partnerships (described below in greater detail) to increase margins and significantly reduce working capital requirements in our

Industrial Goods segment.

Similarly, our Consumer Goods segment restructured arrangements with several third-party brands in 2022

and 2023 to reduce our working capital needs.

In 2023, we implemented a new inventory management and lifecycle strategy that is focused on a quarterly turn and a regular

review of inventory to avoid future write-offs.

partnerships (described below in greater detail) to increase margins and significantly reduce working capital requirements.

we restructured arrangements with several third-party brands to reduce our working capital needs.

In 2024, we continued to refine and improve our inventory management and lifecycle strategy that is focused on a quarterly

turn and a regular review of inventory to avoid future write-offs.

Force Upgrade:

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and driven sales team to acquire new customers while maintaining excellent service with our existing customers.

In 2023, we launched Groove, an innovative new product line with a value-based price point and in 2024 we have begun

to expand our product offering to further enhance our assortment available to our customers.

In 2024, we expanded our product offering to further enhance our assortment available to our customers to include the

most up to date technology available and launched our health and safety product line promoting safe and responsible consumption.

We continue to seek opportunities for securing investment capital to leverage our platform, increase availability and

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Such sources are described in greater detail in the Liquidity and Capital Resources Section of this report.

During 2022, the

Company also monetized several non-core assets to provide necessary working capital including the sale and lease-back of its headquarters

building and the sale of its interest in the Vibes brand.

2023 and 2024, the Company also entered into certain arrangements to reduce working capital requirements and improve its balance sheet.

2023, 2024 and 2025, the Company also entered into certain arrangements to reduce working capital requirements and improve its balance

2023 and 2024 we 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.

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 provider of packaging solutions to the cannabis industry.

Second, we entered into a strategic partnership with an affiliate of one of our existing

vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”).

As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale

of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products.

Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services,

which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of

such key customer(s).

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

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

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.

MJ Packaging however, remains a distribution customer of the Company.

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

certain key customers with vaporizer goods and services (the “Vape Partnership”).

As part of the Vape Partnership, we will

introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services,

and help coordinate the logistics, storage and distribution of such vaporizer products.

If our Vape Partner and key customer(s) enter

into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly

from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s).

In exchange we would

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.

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.

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

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of certain consulting and employment agreements.

February 19, 2025, Greenlane Holdings, Inc.

(the “Company”) consummated a private placement (the “Private Placement”)

pursuant to a securities purchase agreement (“Purchase Agreement”) with institutional investors (the “Purchasers”)

for the purchase and sale of approximately $25.0 million of shares of the Company’s Class A common stock (the “Common Stock”)

and investor warrants at a price of $1.19 per Common Unit.

The entire transaction was priced at the market under Nasdaq rules.

consisted of the sale of Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded

Warrant, (ii) one (1) Series A PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $1.4875

(the “Series A Warrant”) and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant

at an exercise price of $2.975 (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”).

initial exercise price of each Series A Warrant is $1.4875 per share of Common Stock.

The Series A Warrants are exercisable following

stockholder approval and expire five (5) years thereafter.

The number of securities issuable under the Series A Warrant is subject to

adjustment as described in more detail in the Series A Warrant.

The initial exercise price of each Series B Warrant is $2.975 per share

of Common Stock or pursuant to an alternative cashless exercise option.

The Series B Warrants are exercisable following stockholder approval

and expire two and one-half (2.5) years thereafter.

The number of securities issuable under the Series B Warrant is subject to adjustment

as described in the Series B Warrant.

connection with the Private Placement, the Company entered into a registration rights agreement with the Purchasers on February 18, 2025

(the “Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering

the resale of the Securities within 30 calendar days of the closing of the offering.

A World-Class Portfolio of Products.

intend to continue to develop a portfolio of brands that includes our Greenlane Brands, exclusively licensed brands and third party

brand products, which over time will help to increase our blended margins and create increased long-term value.

development is based upon our proprietary industry intelligence that allows us to identify market opportunities for new brands and

We leverage our distribution infrastructure and customer relationships to penetrate the market quickly with our

proprietary brands and to gain placement in thousands of retail stores.

Currently, we sell such products directly to consumers

through our brand websites and our e-commerce properties.

Over time, we expect an increasing percentage of our overall sales to be

from our Greenlane Brands, which in turn should allow our gross margin to trend upwards and should allow for lasting brand value to

be built in the marketplace.

intend to continue to develop a portfolio of brands that includes our Greenlane Brands, exclusively licensed brands and third party brand

products, which over time will help to increase our blended margins and create increased long-term value.

Our brand development is based

upon our proprietary industry intelligence that allows us to identify market opportunities for new brands and products.

We leverage our

distribution infrastructure and customer relationships to penetrate the market quickly with our proprietary brands and to gain placement

in thousands of retail stores.

Currently, we sell such products directly to consumers through our brand websites and our e-commerce properties.

Over time, we expect an increasing percentage of our overall sales to be from our Greenlane Brands, which in turn should allow our gross

margin to trend upwards and should allow for lasting brand value to be built in the marketplace.

PACT Act Exemption

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of the controls, processes and systems required by the USPS in connection with the shipment of ENDS products.

We expect the ability to

fulfill ENDS orders with the USPS to allow us to reduce shipping costs, decrease fulfillment times and enhance the overall customer experience

for approved wholesale customers.

We currently have the ability

to fulfill ENDS orders with the USPS which allows us to reduce shipping costs, decrease fulfillment times and enhance the overall customer

experience for approved wholesale customers.

Our Operating Margins.

We expect to enhance our

operating margins as our business expands through a combination of additional product purchasing discounts, reduced inbound and

outbound shipping and handling rates, reduced transaction processing fees, increased operating efficiencies, and realization of

benefits through leveraging our existing assets and consolidated distribution facilities..

We are focused on converting more of our

overall sales to be completed through technology platforms such as our e-commerce consumer sites, large marketplace sites like

expect to enhance our operating margins as our business expands through a combination of additional product purchasing discounts, reduced

inbound and outbound shipping and handling rates, reduced transaction processing fees, increased operating efficiencies, and realization

of benefits through leveraging our platform, existing assets and consolidated distribution facilities.

We are focused on converting more

of our overall sales to be completed through technology platforms such as our e-commerce consumer sites, large marketplace sites like

Amazon, and our proprietary B2B ordering portal at Wholesale.Greenlane.com.

Transacting a higher percentage of our sales through

automated technological platforms, versus the manual phone and email efforts in play today, should improve our overall operating

Transacting a higher percentage of our sales through automated

technological platforms, versus the manual phone and email efforts in play today, should improve our overall operating margins.

Upon Strong Customer and Supplier Relationships to Expand Organically.

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with good jobs, a sense of belonging, and a bright future.

have historically experienced only moderate seasonality in our Consumer Goods business, particularly during the fourth quarter, which

have historically experienced only moderate seasonality in our direct to consumer business, particularly during the fourth quarter, which

coincides with Cyber Monday (the first Monday after Thanksgiving, when online retailers typically offer holiday discounts), and as our

customers build up their inventories in anticipation of the holiday season and for which we have related promotional marketing campaigns.

Our Industrial Goods business is generally not affected by seasonality.

Capital Resources

of July 18, 2024, we had 66 full-time employees.

Approximately 54 were employed in the U.S., and 12 were employed in Europe.

of March 17,2025, we had 49 full-time employees.

Approximately 47 were employed in the U.S., and two were employed in Canada.

our employees are represented by a labor union.

We have never experienced a labor-related work stoppage.

2022 and 2023, we completed a series of reductions in force, which we expect to result in approximately $10.0 million in annualized cash

compensation cost savings.

We believe our current headcount and resources are sufficient to execute our plan of achieving profitability

in the near-term, while remaining flexible to scale our hiring as industry demand and our sales grow.

2023 and 2024, we completed a series of reductions in force, which resulted in approximately $10.1 million in annualized cash compensation

cost savings.

We believe our current headcount and resources are sufficient to execute our plan of achieving profitability in the near

term, while remaining flexible to scale our hiring as industry demand and our sales grow.

we mention in our core operating strategies, we aim to be the employer of choice, as our employees are the key drivers of our success.

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dispensaries, smoke shops, and specialty retailers.

Our B2B customers compete primarily on the basis of the breadth, style, quality,

pricing and availability of merchandise, the level of customer service, brand recognition and loyalty.

We successfully reach our B2B

customers through our direct sales force and other marketing initiatives, and provide them with our strategically-curated mix of brands

and products, merchandise planning strategies and exceptional customer service.

Among vaporizer product distributors, we compete against

both suppliers and other distributors.

A number of suppliers choose to distribute directly in some sales channels and may also operate

their own e-commerce platforms.

We face competition from many small privately-owned regional distributors that carry a narrow range of

We believe there are only a select few wholesale distributors carrying a complete line of premium vaporization products and

consumption accessories.

This has led to our emphasis on our wholesale business through our business-to-business (B2B) customer portal

at Greenlane.Wholesale.com.

This platform provides our business customers seamless access to our catalog of products for purchase 24

hours a day, 365 days a year.

The wholesale website offers customers an improved user experience with an easy-to-use layout that streamlines

processes and allows customers to interact with us at their convenience.

Our B2B customers compete primarily on the basis of breadth, style, quality, pricing

and availability of merchandise, the level of customer service, brand recognition and loyalty.

We successfully reach our B2B customers

through our direct sales force and other marketing initiatives and provide them with our strategically curated mix of brands and products,

merchandise planning strategies and exceptional customer service.

Among vaporizer product distributors, we compete against both suppliers

and other distributors.

A number of suppliers choose to distribute directly in some sales channels and may also operate their own e-commerce

We face competition from many small privately-owned regional distributors that carry a narrow range of products.

there are only a select few wholesale distributors carrying a complete line of premium vaporization products and consumption accessories.

This has led to our emphasis on our wholesale business through our business-to-business (B2B) customer portal at Greenlane.Wholesale.com.

This platform provides our business customers with seamless access to our catalog of products for purchase 24 hours a day, 365 days a

The wholesale website offers customers an improved user experience with an easy-to-use layout that streamlines processes and allows

customers to interact with us at their convenience.

Business-to-Consumer.

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facilities will enable us to remain a market leader in e-commerce.

We own a number of registered trademarks and service marks, including without

limitation, trademarks in the relevant classes of goods for Greenlane, Higher Standards, Aerospaced, Groove, and Pollen Gear.

license certain trademarks and other intellectual property, most notably those associated with our Marley Natural and Keith Haring brands.

Solely for convenience, trademarks and trade names referred to in this Form 10-K may appear without the ® or TM symbols, but such

references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or

the rights of the applicable licensor to these trademarks and trade names.

In addition, this Form 10-K contains trade names, trademarks

and service marks of other companies that we do not own.

We do not intend our use or display of other companies’ trade names, trademarks

or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

We believe our largest trademarks

are widely recognized throughout the world and have considerable value.

The duration of trademark registrations varies from country to

However, trademarks are generally valid and may be renewed indefinitely as long as they are in use and/or their registrations

are properly maintained.

Our operating results and prospects will be impacted, directly and indirectly, by regulatory developments at the

local, state, and federal levels.

Certain changes in local, state, national, and international laws and regulations, such as increased

legalization of cannabis, create significant opportunities for our business.

However, other changes to laws and regulations result in

restrictions on which products we are permitted to sell and the manner in which we market our products, increased taxation of our products,

and negative changes to the public perceptions of our products, among other effects.

We believe the ongoing trend of states legalizing medicinal and adult-use cannabis will likely drive increased demand

for many of our products.

In the 2020 election, voters approved initiatives for adult-use cannabis in New Jersey, Arizona, Montana, and

South Dakota, as well as medical marijuana in Mississippi and South Dakota.

Subsequent years saw Connecticut and Virginia (2021), Maryland

and Missouri (2022), and Delaware, Minnesota, and Ohio (2023) legalizing adult-use cannabis.

Although we cannot guarantee that state-level

legalization will continue, the Department of Justice’s proposal to reclassify cannabis from Schedule I to Schedule III of the Controlled

Substances Act is a significant indicator of potential regulatory changes.

This reclassification could have a profound impact on nationwide

regulation, boosting market confidence.

own a number of registered trademarks and service marks, including without limitation, trademarks in the relevant classes of goods for

Greenlane, Higher Standards, Aerospaced, Groove, and Pollen Gear.

We also license certain trademarks and other intellectual property,

most notably those associated with our Marley Natural and Keith Haring brands.

Solely for convenience, trademarks and trade names referred

to in this Form 10-K may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we

will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks

and trade names.

In addition, this Form 10-K contains trade names, trademarks and service marks of other companies that we do not own.

We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with,

or endorsement or sponsorship of us by, these other companies.

We believe our largest trademarks are widely recognized throughout the

world and have considerable value.

The duration of trademark registrations varies from country to country.

However, trademarks are generally

valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly maintained.

February 19, 2025, Greenlane Holdings, Inc.

(the “Company”) consummated a private placement (the “Private Placement”)

pursuant to a securities purchase agreement (“Purchase Agreement”) with institutional investors (the “Purchasers”)

for the purchase and sale of approximately $25.0 million of shares of the Company’s Class A common stock (the “Common Stock”)

and investor warrants at a price of $1.19 per Common Unit.

The entire transaction was priced at the market under Nasdaq rules.

consisted of the sale of Common Units (or Pre-Funded Units), each consisting of (i) on e (1) share of Common Stock or one (1) Pre-Funded

Warrant, (ii) one (1) Series A PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $1.4875

(the “Series A Warrant”) and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant

at an exercise price of $2.975 (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”).

initial exercise price of each Series A Warrant is $1.4875 per share of Common Stock.

The Series A Warrants are exercisable following

stockholder approval and expire five (5) years thereafter.

The number of securities issuable under the Series A Warrant is subject to

adjustment as described in more detail in the Series A Warrant.

The initial exercise price of each Series B Warrant is $2.975 per share

of Common Stock or pursuant to an alternative cashless exercise option.

The Series B Warrants are exercisable following stockholder approval

and expire two and one-half (2.5) years thereafter.

The number of securities issuable under the Series B Warrant is subject to adjustment

as described in the Series B Warrant.

connection with the Private Placement, the Company entered into a registration rights agreement with the Purchasers on February 18, 2025

(the “Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering

the resale of the Securities within 30 calendar days of the closing of the offering.

operating results and prospects will be impacted, directly and indirectly, by regulatory developments at the local, state, and federal

Certain changes in local, state, national, and international laws and regulations, such as increased legalization of cannabis,

create significant opportunities for our business.

However, other changes to laws and regulations result in restrictions on which products

we are permitted to sell and the manner in which we market our products, increased taxation of our products, and negative changes to

the public perceptions of our products, among other effects.

believe the ongoing trend of states legalizing medicinal and adult-use cannabis will likely drive increased demand for many of our products.

In the 2020 election, voters approved initiatives for adult-use cannabis in New Jersey, Arizona, Montana, and South Dakota, as well as

medical marijuana in Mississippi and South Dakota.

Subsequent years saw Connecticut and Virginia (2021), Maryland and Missouri (2022),

and Delaware, Minnesota, and Ohio (2023) legalizing adult-use cannabis.

Although we cannot guarantee that state-level legalization will

continue, the Department of Justice’s proposal to reclassify cannabis from Schedule I to Schedule III of the Controlled Substances

Act is a significant indicator of potential regulatory changes.

This reclassification could have a profound impact on nationwide regulation,

boosting market confidence.

addition, 30 states and the District of Columbia have recently adopted laws imposing taxes on vaping products.

39 unchanged sentences

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-K

Item 1. Business