What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-21 compared with 2024-07-19 · 377 added, 316 removed, 506 unchanged (58% of the section changed)

35 unchanged sentences

identified and described below.

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

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

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

9 unchanged sentences

part of our remediation efforts related to the material weaknesses identified in the prior year, we continued our efforts during 2024

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

financial reporting risks to the organization.

to design an effective risk assessment, which was completed or fully implemented in order to identify and mitigate key business and financial

reporting risks to the organization.

Control deficiencies were identified which constitute material weaknesses relating to:

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

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

that could significantly impact the system of internal controls.

(i) identifying,

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

the potential for fraud in assessing risks to the achievement of objectives, and (iv) identifying and assessing changes that could significantly

impact the system of internal controls.

part of our remediation efforts related to the material weaknesses identified in the prior year, we continued our efforts during 2024

9 unchanged sentences

of direct and precise journal entry review

● Ineffective

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

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

systems and data used in financial close and reporting

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

and data to the appropriate personnel, including systems and data used in financial close and reporting

and Communication

14 unchanged sentences

in Internal Control Over Financial Reporting

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

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

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

23 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Officers

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

Executive Officer

Legal and Finance Officer

of the Board of Directors

Age as of July 18, 2024.

of the date of this Report, our directors and executive officers are as follows:

Chief Executive Officer

Chief Legal and Finance Officer

Chief Growth Officer

Donald Hunter

Chairman of the Board of Directors

Renah Persofsky

Independent Director

Aaron LoCascio

Independent Director

Age as of March 17, 2025

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

6 unchanged sentences

in communications from The College of New Jersey.

On December 31, 2024, the Board of Directors (the “Board”) of Greenlane Holdings, Inc (the “Company”)

and its shareholders appointed Barbara Sher as a member of the Board, effective immediately.

She has no arrangement or understanding

with any person pursuant to which she was selected as a director of the Company.

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

9 unchanged sentences

in business and finance from San Jose State University.

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

from February 2018 until the closing of the merger.

Rob Shields .

Shields has served as our Chief Growth Officer since January 2025.

Shields is a trusted global sales and marketing leader with

over 30 years of experience in growing purpose-driven consumer and business technology brands.

Shields has served as President and

Country Head for MOOMOO Financial where he was responsible for all aspects of market entry and expansion across Canada including regulatory,

legal, human resources, marketing, and financial operations and was Chief Marketing, Customer Experience & Sales Officer, at Questrade,

one of Canada’s leading, non-bank online brokerages with over $30 billion in assets under administration.

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

KushCo from February 2018 until the closing of the merger.

Since 2007, Mr.

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

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

He previously served

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

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

from 1988 through 2000,

with responsibility for international start-up companies.

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

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

Hunter served as principal at Donald Hunter, LLC, a

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

He previously served as Chief Operating Officer and Chief Financial Officer of Harbor Global Company Limited, a publicly

traded investment management, natural resources, and real-estate company from 2000 through 2006, and as a senior executive at The

Pioneer Group, Inc.

from 1988 through 2000, with responsibility for international start-up companies.

Hunter began his career at

the General Electric Company, where he was a member of the corporate audit staff and a graduate of its Financial Management Training

Since 2013, Mr.

Hunter has served as

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

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

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

served on its Compensation Committee.

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

NYSE-listed frequency and spectrum control engineering and manufacturing company, and also serves as the Chairman of the LGL Audit

Committee and a member of its Nominating Committee, and formerly served on its Compensation Committee until December 2022.

Previously, Mr.

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

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

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

and multimedia, from June 2014 through June 2015.

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

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

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

high honors from Boston University.

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

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

served as a member of the board of directors, Chairman of the Audit Committee and member of the Nominating Committee of Juniper

Pharmaceuticals, a Nasdaq-listed specialty pharmaceuticals company, from March 2014 through March 2016, and a member of the board of

directors of LICT Corporation, a holding company with subsidiaries in telecommunications and multimedia, from June 2014 through June

Hunter qualifies as a financial expert under the applicable rules of the SEC and is an active member of the National

Association of Corporate Directors.

He holds a Bachelor of Science, magna cum laude, and an MBA with high honors from Boston

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

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

Persofsky has served as a director since April 2022.

22 unchanged sentences

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

Michael Howe .

Howe is a dynamic entrepreneur and leader with a proven track record of consumer business successes.

From November 2018 to August 2019,

he co-developed The Good Clinic concept (TGC), an innovative primary care clinic brand.

Michael sold the concept to Mitesco in Mar 2020

and served as CEO until Sept 2022.

He bought the concept back from Mitesco in Dec 2023.

He is now actively involved with First Choice

Healthcare Solutions to funded and expand the redesigned TGC.

From January to present, Michael is serving as the independent director

for P1, and Indianapolis based, PE funded dental services organization.

During this same time period, Michael has served as executive

coach for the entire Executive Leadership team of P1, a group of 8 executives ranging form VP to CEO and Founder.

The focus of these efforts

are providing strategic, operational, and personal executive guidance to the eight individuals.

Michael’s entrepreneurial spirit,

business acumen, and passion for developing others make him a standout figure in both the corporate and community sectors.

Howe is qualified to serve as a member of the Board because of his extensive business background

relationships

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

Audit Committee is comprised of Ms.

Persofsky and Mr.

Audit Committee is comprised of Mr.

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

Hunter qualifies

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

Hunter qualifies as

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

Commission (the “SEC”).

21 unchanged sentences

Executive officers, directors

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

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

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

4 unchanged sentences

Snyder on May 22, 2023.

Insider Trading Policy

The Company maintains an Insider Trading Policy applicable to all directors, officers, and employees, which is designed to prevent trading

in the Company’s securities based on material nonpublic information.

The policy includes provisions restricting trading during

blackout periods, pre-clearance requirements for executive officers and directors, prohibitions on hedging and pledging Company stock,

and guidelines to ensure compliance with applicable securities laws.

A copy of the Insider Trading Policy is filed as Exhibit 19 to this

Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

13 unchanged sentences

Option Awards

Stock Awards(1)

All Other Compensation

Nicholas Kovacevich (2) Former Chief Corporate Development

Barbara Sher (7) Chief Operating Officer

Nicholas Kovacevich (1) Former Chief Corporate Development Officer

Barbara Sher (2) Chief Executive Officer

Craig Snyder (3) Former Chief Executive Officer

Darshan Dahya (4) Former Chief Accounting Officer

William Mote (5) Former Chief Financial Officer

Lana Reeve (4) Chief Financial and Legal Officer

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

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

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

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

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

Dahya did not join

the Company until April 2022.

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

Dahya’s stock awards reflected in the table above

had vested and none of his option awards had vested.

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

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

In connection with his resignation,

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

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

Mote’s pro-rated

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

Mote’s equity awards granted in 2022 and reflected in

the table above had vested prior to his resignation.

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

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

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

Chief Growth Officer

Kovacevich stepped down from his position

as Chief Executive Officer of the Company effective December 31, 2022 and was appointed Chief Corporate Development Officer of the Company

effective January 1, 2023.

Sher was appointed Chief Operations Officer

of the Company effective November 14, 2023 and subsequently named Chief Executive Offering in May 2024.

Snyder was appointed Chief Executive Officer

of the Company effective January 1, 2023 and subsequently stepped down in May 2024.

Reeve was appointed Chief Financial and Legal

Officer of the Company effective December 6, 2022.

Shields was appointed Chief Growth Officer

of the Company effective January 1, 2025.

Equity Awards at Fiscal Year-End December 31, 2024

following table presents information about our NEO’s outstanding equity awards as of December 31, 2024.

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares That Have Not Vested

Market Value of Shares That Have Not Vested(1)

Barbara Sher(1) Chief Executive Officer

Lana Reeve (2) Chief Financial and Legal Officer

Craig Snyder (3) Former Chief Executive Officer

of Securities Underlying Unexercised Options Exercisable

of Securities Underlying Unexercised Options Unexercisable

Exercise Price

Expiration Date

of Shares That Have Not Vested

Value of Shares That Have Not Vested(1)

Barbara Sher(1)

Chief Executive Officer

Lana Reeve (2)

Financial and Legal Officer

Craig Snyder (3)

Chief Executive Officer

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

3 unchanged sentences

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

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

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

On November 14, 2023, Warehouse Goods entered into an

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

Pursuant to these employment agreements, Ms.

Reeve and Ms.

Sher currently are entitled to following compensation:

Name and Principal Position

4 unchanged sentences

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

Growth Officer (4)

Up to 50% of base salary based upon the attainment of one or more performance goals

Sher was formerly the Chief Operating Officer and appointed Chief Executive Officer of the Company effective May 25, 2024

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

Reeve and Ms.

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

Reeve and Ms.

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

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

Reeve and Ms.

Sher are entitled to the annual compensation described

above and are eligible to receive an annual incentive bonus.

Reeve and Ms.

Sher’s performance against this bonus are determined

by company performance and individual performance.

Reeve and Ms.

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

upon the base salary as shown above.

During the term of employment, Ms.

Reeve and Ms.

Sher are entitled to participate in all employee

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

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

respective duties.

to their employment agreements, Ms.

Reeve and Ms.

Sher may terminate their employment at any time without cause.

Reeve and Ms.

Sher are terminable by us at any time:

(i) without cause;

Shields was appointed Chief Growth Officer of the Company effective January 6, 2025.

Reeve, and Mr.

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

Reeve, and Mr.

Shields’ employment agreements also provide for automatic one-year extensions unless either party gives written

notice of termination not less than 60 days prior to the termination of the then-current term.

Reeve, and Mr.

are entitled to the annual compensation described above and are eligible to receive an annual incentive bonus.

Shields’ performance against this bonus are determined by company performance and individual performance.

Reeve, the weighting is 60% company and 30% individual calculated upon the base salary as shown above.

weighting of 50% company against company and individual performance goals calculated upon the base salary as shown above.

term of employment, Ms.

Reeve, and Mr.

Shields are entitled to participate in all employee benefit plans and programs made

available to our employees generally, subject to the eligibility and participation restrictions of each such plan or program and

entitled to reimbursement for all reasonable business expenses incurred in connection with carrying out their respective

Pursuant to their employment agreements, Ms.

Reeve, and Mr.

may terminate their employment at any time without cause.

Reeve, and Mr.

Shields are terminable by us at any time:

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

Reeve and Ms.

employment agreements);

(iii) in the event of death;

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

requirements of law.

Reeve, and Mr.

Shields’ employment agreements);

(iii) in the event of

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

Upon termination of Ms.

Reeve’s or Ms.

Sher’s employment agreements, neither party shall have any

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

Reeve’s, or Mr.

Shields’ employment agreements, neither party shall have any further obligation except for obligations

accruing prior to the date of termination.

If terminated without cause, Ms.

Reeve and Ms.

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

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

Reeve, and Mr.

Shields are entitled to receive his

or her base salary to the date of termination, any bonus that has accrued but is unpaid as of the date of termination and any reimbursable

expenses not yet reimbursed as of such date.

If terminated without cause, Ms.

Reeve and Ms.

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

addition, if terminated without cause, Ms.

Reeve and Ms.

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

payments that would be payable by Ms.

Reeve and Ms.

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

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

Reeve are also entitled to severance equal

nine months of their base salary in effect on the date of termination.

If terminated without cause, Mr.

Shields is entitled to severance

equal to three (3) months during the first six months of employment, six (6) months during the second six months of employment and shall

have nine (9) months thereafter.

In addition, if terminated without cause, Ms.

Reeve are entitled to a cash payment equal

to the applicable COBRA premium payments that would be payable by Ms.

Reeve to continue their Company-provided healthcare

services for themselves and any dependents (the “Company Healthcare Plan”) covered at the time of termination (collectively,

the “COBRA Payment”).

If terminated without cause, Ms.

Reeve and Ms.

Sher are entitled a COBRA Payment equal to four months of

coverage under the Company Healthcare Plan.

Reeve are entitled a COBRA Payment equal to four months

of coverage under the Company Healthcare Plan.

to their employment agreements, Ms.

Reeve and Ms.

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

Reeve and Ms.

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

consultants and customers.

Reeve and Mr.

subject to customary confidentiality restrictions and work-product provisions, and Ms.

Reeve and Mr.

Shields are subject to

customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.

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

the fiscal year ended December 31, 2024, each of our independent directors received a base annual fee of $60,000, paid in quarterly installments.

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

Hunter, Uttz and Taney

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

LoCasio and Schoenfeld and Ms.

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

Hunter and Ms.

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

LoCascio and Ms.

Persofsky received an additional fee of $5,000.

Additionally,

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

Persofsky received

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

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

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

Stock on January 5, 2022.

Upon her appointment to the Board, Ms.

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

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

In addition, we reimburse our directors for their reasonable

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

Snyder does not receive any additional compensation for

his service on the Board.

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

Additionally, as compensation

for serving as the chair of the Board or the chair of a Board committee, Mr.

Hunter and Ms.

Persofsky received a base annual fee of

$16,000, paid in quarterly installments.

Howe who is was appointed to the Board on December 31, 2024 will receive a base annual fee

of $16,000, paid in quarterly installments.

In addition, we reimburse our directors for their reasonable out-of-pocket expenses incurred

in attending Board and committee meetings.

Sher who was appointed to the Board on December 31, 2024 will not receive any additional

compensation for her service on the Board.

following provides compensation information pursuant to the scaled disclosure rules applicable to smaller reporting companies under SEC

rules and the JOBS Act.

Compensation Table

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

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

For information related to the compensation of Mr.Snyder,

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

Fees Paid in Cash

following table provides information on the compensation of our directors for the fiscal year ended December 31, 2024, other than Ms.

Sher, who receives no separate compensation for her service as a director.

For information related to the compensation of Ms.

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

Donald Hunter

1 unchanged sentence

Renah Persofsky

Adam Schoenfeld (2)

Richard Taney(3)

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

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

Persofsky) computed in accordance with FASB ASC Topic 718.

Schoenfeld resigned from the Board effective January 6, 2023.

Taney resigned from the Board effective January 6, 2023.

Uttz resigned from the Board effective October 13, 2023.

(1) On January 24, 2024, Gina Collins gave notice of her resignation from our Board of Directors and from each committee of the Board, effective

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

19 unchanged sentences

Barbara Sher(5)

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

All executive officers, directors and director

nominees as a group (5 people)

Greater than 5% Beneficial Owners

6 unchanged sentences

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

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

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

Armistice Capital, LLC is the investment

manager of Armistice Capital Master Fund Ltd.

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

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

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

Steven Boyd, as the managing member of Armistice Capital,

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

The Master Fund specifically disclaims beneficial ownership

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

Management Agreement with Armistice Capital, LLC.

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

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

power over 294,806 shares.

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

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

Armistice Capital,

LLC is the investment manager of Armistice Capital Master Fund Ltd.

(the “Master Fund”), the direct holder of the shares,

and pursuant to an Investment Management Agreement, Armistice Capital, LLC exercises voting and investment power over the securities

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

Steven Boyd, as the

managing member of Armistice Capital, LLC, may be deemed to beneficially own the securities held by the Master Fund.

The Master Fund

specifically disclaims beneficial ownership of the securities directly held by it by virtue of its inability to vote or dispose of

such securities as a result of its Investment Management Agreement with Armistice Capital, LLC.

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

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

shared dispositive power over 294,806 shares.

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

The Investment Manager

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

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

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

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

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

and Hudson Bay Fund LP, in whose name the

securities are held.

As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Class A Common Stock,

subject to a 9.99% ownership blocker, if any, underlying the securities held by Hudson Bay Master Fund Ltd.

and Hudson Bay Fund LP.

Gerber serves as the managing member

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

Gerber disclaims beneficial ownership of these

Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager.

Gerber disclaims beneficial ownership of these securities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

47 unchanged sentences

Distributions

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

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

Tax distributions will be made at least

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

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

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

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

reasonably determine.

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

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

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

The tax rate used to determine tax distributions will

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

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

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

calculated in the manner described above.

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

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

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

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

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

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

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

Tax distributions will be

made at least annually based on such member’s allocable share of the taxable income of Greenlane Holdings, LLC and at a

commencing tax rate equal to the highest effective marginal combined federal, state and local income tax rate applicable to

corporate or individual taxpayers that may potentially apply to any member for the relevant period taking into account (i) any

deductions pursuant to Section 199A of the Code, and (ii) the character of the relevant tax items (e.g., ordinary or capital), as

we, as the sole manager of Greenlane Holdings, LLC, reasonably determine.

For this purpose, the taxable income of Greenlane

Holdings, LLC, and our allocable share of such taxable income, shall be determined without regard to any tax basis adjustments that

result from our deemed or actual purchase of Common Units from the members (as described below under “— Tax Receivable

The tax rate used to determine tax distributions will apply regardless of the actual final tax liability of any

Tax distributions will also be made only to the extent all distributions from Greenlane Holdings, LLC for the relevant

period were otherwise insufficient to enable each member to cover its tax liabilities as calculated in the manner described above.

The Operating Agreement also allows for distributions to be made by Greenlane Holdings, LLC to its members on a pro rata basis out

of “distributable cash,” as that term is defined in the Operating Agreement.

We expect Greenlane Holdings, LLC may make

distributions out of distributable cash periodically to the extent permitted by the agreements governing its indebtedness and as

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

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

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

34 unchanged sentences

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

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

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

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

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

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

99 unchanged sentences

following table presents fees for professional services rendered by Marcum for the years ended December 31, 2024, and 2023:

Year ended December 31,

ended December 31,

Audit Fees - Marcum

Audit Fees PKF O’Connor Davies LLP

Audit-Related Fees

All Other Fees

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

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

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

Board of Directors as a whole pre-approves all services provided by PKF O’Connor Davies, LLP.

For any non-audit or non-audit related

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

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms

Reports of Independent Registered Public Accounting Firm PKF O’Connor Davies PCAOB ID:

Report of Independent Registered Public Accounting Firm Marcum LLP PCAOB ID:

Consolidated Balance Sheets

7 unchanged sentences

Exhibits Required by Item 601 of Regulation S-K

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

(Incorporated by reference to Exhibit 3.1 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).

Second Amended and Restated By-Laws of Greenlane Holdings, Inc.

(Incorporated by reference to Exhibit 3.2 to Greenlane’s Current Report on Form 8-K, filed April 25, 2019).

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

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

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

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

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

Form of Convertible Promissory Note (Incorporated by reference to Exhibit 4.2 to Greenlane’s Registration Statement on Form S-1, filed on March 20, 2019).

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

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

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

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

Form of Assumed June 12, 2018 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.4 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).

Form of Assumed January 18, 2019 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.5 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).

Form of Assumed August 21, 2019 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.6 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).

Form of Assumed September 30, 2019 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.7 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).

Form of Assumed February 10, 2020 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.8 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).

Form of Assumed February 24, 2021 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.9 to Greenlane’s Quarterly Report on Form 10-Q, filed November 15, 2021).

Form of June 2022 Pre-Funded Warrant (Incorporated by reference to Exhibit 4.2 to Greenlane’s Current Report on Form 8-K, filed June 28, 2022).

Form of June 2022 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on June 28, 2022).

Form of October 2022 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on November 1, 2022).

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

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

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

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

Registration Rights Agreement between Greenlane Holdings, Inc.

and the Original Members of Greenlane Holdings, LLC (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed April 25, 2019).

Fourth Amended and Restated Operating Agreement of Greenlane Holdings, LLC.

(Incorporated by reference to Exhibit 10.4 to Greenlane’s Annual Report on Form 10-K, filed March 31, 2022).

Reorganization Agreement among Greenlane Holdings, Inc., Greenlane Holdings, LLC and the Members listed on the signature pages thereto (Incorporated by reference to Exhibit 10.3 to Greenlane’s Current Report on Form 8-K, filed April 25, 2019).

Purchase and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound Pwky LLC and ASC Capital LLC (Incorporated by reference to Exhibit 10.3 to Greenlane’s Quarterly Report on Form 10-Q, filed November 14, 2022).

Form of Indemnification Agreement by and between Greenlane Holdings, Inc.

and each of its Directors and Officers (Incorporated by reference to Exhibit 10.2 to Greenlane’s September 30, 2020 Quarterly Report on Form 10-Q, filed November 16, 2020).

Second Amended and Restated Greenlane Holdings, Inc.

2019 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Greenlane’s Registration Statement on Form S-8, filed August 31, 2022).

Contribution Agreement, dated as of February 20, 2018, by and among Greenlane Holdings, LLC (f/k/a Jacoby Holdings LLC), the Sellers named therein and Better Life Products, Inc., as Seller Representative (Incorporated by reference to Exhibit 10.10 to Greenlane’s Registration Statement on Form S-1, filed on March 20, 2019).

Contribution Agreement, dated as of January 4, 2019, by and among Greenlane Holdings, LLC, Pollen Gear Holdings, LLC and Pollen Gear LLC.

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

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

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

Placement Agency Agreement, dated August 9, 2021 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed August 10, 2021).

Assignment and Assumption Agreement, dated as of November 5, 2018, by and between Jacoby & Co.

and Warehouse Goods LLC, relating to Employment Agreement with Adam Schoenfeld (Incorporated by reference to Exhibit 10.17 to Greenlane Holdings, Inc.’s Registration Statement on Form S-1, filed on March 20, 2019).

Separation and General Release Agreement by and between Warehouse Goods LLC and William Mote, dated as of May 16, 2022 (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed May 16, 2022).

Separation and General Release Agreement by and between Warehouse Goods LLC and Aaron LoCascio, dated as of December 30, 2021 (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed January 4, 2022).

Separation and General Release Agreement by and between Warehouse Goods LLC and Rodrigo de Oliveira, dated as of August 12, 2022 (Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed August 15, 2022).

Membership Interest Purchase Agreement, dated as of July 19, 2022, by and among Warehouse Goods LLC and Portofino Partners LLC (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed July 19, 2022).

Placement Agency Agreement, dated June 27, 2022 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed June 28, 2022).

Form of June 2022 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed June 28, 2022).

Form of October 2022 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed November 1, 2022).

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

and Restated Certificate of Incorporation of Greenlane Holdings, Inc.

(Incorporated by reference to Exhibit 3.1 to Greenlane’s

Quarterly Report on Form 10-Q, filed November 15, 2021).

Amended and Restated By-Laws of Greenlane Holdings, Inc.

(Incorporated by reference to Exhibit 3.2 to Greenlane’s Current Report

on Form 8-K, filed April 25, 2019).

of Amendment to the Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc., effective August 9, 2022 (Incorporated

by reference to Exhibit 3.1 to Greenlane’s Current Report on Form 8-K, filed on August 4, 2022).

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

(Incorporated by reference to Exhibit 3.1 to Greenlane’s

Current Report on Form 8-K, filed on April 12, 2023).

of Designation of the Series A Preferred Stock (Incorporated by reference to Exhibit 3.2 to Greenlane’s Current Report on Form

8-K, filed on April 12, 2023).

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

April 8, 2019).

of Convertible Promissory Note (Incorporated by reference to Exhibit 4.2 to Greenlane’s Registration Statement on Form S-1,

filed on March 20, 2019).

of Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference

to Exhibit 4.3 to Greenlane’s Annual Report on Form 10-K, filed on April 24, 2020).

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

August 10, 2021).

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

August 10, 2021).

of Stock Option Assumption Notice – KushCo Options (Incorporated by reference to Exhibit 99.2 to Greenlane’s Registration

Statement on Form S-8, filed August 31, 2021).

of Assumed June 12, 2018 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.4 to Greenlane’s

Quarterly Report on Form 10-Q, filed November 15, 2021).

of Assumed January 18, 2019 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.5 to Greenlane’s

Quarterly Report on Form 10-Q, filed November 15, 2021).

of Assumed August 21, 2019 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.6 to Greenlane’s

Quarterly Report on Form 10-Q, filed November 15, 2021).

of Assumed September 30, 2019 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.7 to Greenlane’s

Quarterly Report on Form 10-Q, filed November 15, 2021).

of Assumed February 10, 2020 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.8 to Greenlane’s

Quarterly Report on Form 10-Q, filed November 15, 2021).

of Assumed February 24, 2021 KushCo Warrant, dated as of August 31, 2021 (Incorporated by reference to Exhibit 4.9 to Greenlane’s

Quarterly Report on Form 10-Q, filed November 15, 2021).

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

June 28, 2022).

of June 2022 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed on

June 28, 2022).

of October 2022 Standard Warrant (Incorporated by reference to Exhibit 4.1 to Greenlane’s Current Report on Form 8-K, filed

on November 1, 2022).

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

November 1, 2022).

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

July 3, 2023).

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

on July 3, 2023).

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

July 3, 2023).

Rights Agreement between Greenlane Holdings, Inc.

and the Original Members of Greenlane Holdings, LLC (Incorporated by reference

to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed April 25, 2019).

Amended and Restated Operating Agreement of Greenlane Holdings, LLC.

(Incorporated by reference to Exhibit 10.4 to Greenlane’s

Annual Report on Form 10-K, filed March 31, 2022).

Reorganization

Agreement among Greenlane Holdings, Inc., Greenlane Holdings, LLC and the Members listed on the signature pages thereto (Incorporated

by reference to Exhibit 10.3 to Greenlane’s Current Report on Form 8-K, filed April 25, 2019).

and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound Pwky LLC and ASC Capital LLC (Incorporated by reference

to Exhibit 10.3 to Greenlane’s Quarterly Report on Form 10-Q, filed November 14, 2022).

of Indemnification Agreement by and between Greenlane Holdings, Inc.

and each of its Directors and Officers (Incorporated by reference

to Exhibit 10.2 to Greenlane’s September 30, 2020 Quarterly Report on Form 10-Q, filed November 16, 2020).

Amended and Restated Greenlane Holdings, Inc.

2019 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Greenlane’s

Registration Statement on Form S-8, filed August 31, 2022).

Agreement, dated as of February 20, 2018, by and among Greenlane Holdings, LLC (f/k/a Jacoby Holdings LLC), the Sellers named therein

and Better Life Products, Inc., as Seller Representative (Incorporated by reference to Exhibit 10.10 to Greenlane’s Registration

Statement on Form S-1, filed on March 20, 2019).

Agreement, dated as of January 4, 2019, by and among Greenlane Holdings, LLC, Pollen Gear Holdings, LLC and Pollen Gear LLC.

(Incorporated

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

of August 2021 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form

8-K, filed August 10, 2021).

and General Release Agreement by and between Warehouse Goods LLC and Adam Schoenfeld, dated as of March 9, 2022 (Incorporated by

reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on March 10, 2022).

Agency Agreement, dated August 9, 2021 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K,

filed August 10, 2021).

and Assumption Agreement, dated as of November 5, 2018, by and between Jacoby & Co.

and Warehouse Goods LLC, relating to

Employment Agreement with Adam Schoenfeld (Incorporated by reference to Exhibit 10.17 to Greenlane Holdings, Inc.’s Registration

Statement on Form S-1, filed on March 20, 2019).

and General Release Agreement by and between Warehouse Goods LLC and William Mote, dated as of May 16, 2022 (Incorporated by reference

to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed May 16, 2022).

and General Release Agreement by and between Warehouse Goods LLC and Aaron LoCascio, dated as of December 30, 2021 (Incorporated

by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed January 4, 2022).

and General Release Agreement by and between Warehouse Goods LLC and Rodrigo de Oliveira, dated as of August 12, 2022 (Incorporated

by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed August 15, 2022).

Interest Purchase Agreement, dated as of July 19, 2022, by and among Warehouse Goods LLC and Portofino Partners LLC (Incorporated

by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed July 19, 2022).

Agency Agreement, dated June 27, 2022 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K,

filed June 28, 2022).

of June 2022 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form

8-K, filed June 28, 2022).

of October 2022 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form

8-K, filed November 1, 2022).

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

filed November 1, 2022).

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

28 unchanged sentences

named therein as guarantors, the parties thereto from time to time as Lenders, and WhiteHawk Capital Partners LP, as the agent for the Lenders (Incorporated by reference to Exhibit 10.1 to Greenlane’s Quarterly Report on Form 10-Q/A, filed January 8, 2024).

Form of July 2023 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).

Placement Agency Agreement, dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed on July 3, 2023).

Loan and Security Agreement, dated as of September 22, 2023, between Greenlane and Synergy Imports, LLC.

(Incorporated by reference to Exhibit 10.3 to Greenlane’s Quarterly Report on Form 10-Q, filed on January 9, 2024).

Secured Promissory Note, dated as of September 22, 2023, between Greenlane and Synergy Imports, LLC.

(Incorporated by reference to Exhibit 10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed on January 9, 2024).

Asset Purchase Agreement, effective May 1, 2024, by and among Greenlane Holdings, Inc, Warehouse Goods LLC and Synergy Imports LLC (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024).

Loan Modification Agreement, effective May 1, 2024, by and among Warehouse Goods LLC, Synergy Imports LLC and the Guarantors as defined therein (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024).

Amended and Restated Secured Promissory Note, effective May 1, 2024, by Warehouse Goods LLC and Synergy Imports LLC (Incorporated by reference to Exhibit 10.3 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024).

Employment Agreement by and among Warehouse Goods LLC and Lana Reeve (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on May 23, 2024).

of subsidiaries of Greenlane Holdings, Inc.

of Marcum LLP

Certification

of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

of July 2023 Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current Report on Form

8-K, filed on July 3, 2023).

Agency Agreement, dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form

8-K, filed on July 3, 2023).

and Security Agreement, dated as of September 22, 2023, between Greenlane and Synergy Imports, LLC.

(Incorporated by reference to

Exhibit 10.3 to Greenlane’s Quarterly Report on Form 10-Q, filed on January 9, 2024).

Promissory Note, dated as of September 22, 2023, between Greenlane and Synergy Imports, LLC.

(Incorporated by reference to Exhibit

10.4 to Greenlane’s Quarterly Report on Form 10-Q, filed on January 9, 2024).

Purchase Agreement, effective May 1, 2024, by and among Greenlane Holdings, Inc, Warehouse Goods LLC and Synergy Imports LLC (Incorporated

by reference to Exhibit 10.1 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024).

Modification Agreement, effective May 1, 2024, by and among Warehouse Goods LLC, Synergy Imports LLC and the Guarantors as defined

therein (Incorporated by reference to Exhibit 10.2 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024).

and Restated Secured Promissory Note, effective May 1, 2024, by Warehouse Goods LLC and Synergy Imports LLC (Incorporated by reference

to Exhibit 10.3 to Greenlane’s Current Report on Form 8-K, filed on May 10, 2024).

Agreement by and among Warehouse Goods LLC and Lana Reeve (Incorporated by reference to Exhibit 10.1 to Greenlane’s Current

Report on Form 8-K, filed on May 23, 2024).

Insider Trading Policy

List of subsidiaries of Greenlane Holdings, Inc.

Consent of Marcum LLP

Consent of PKF O’Connor Davies, LLP

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Greenlane Holdings, Inc.

Clawback Policy

following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, were formatted in Inline

XBRL (Extensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements

of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Stockholders’ Equity, and (iv) Condensed Consolidated

Statements of Cash Flows.

The instance document does not appear in the Interactive Data File because its XBRL tags are imbedded within

the Inline XBRL document.

Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL

Filed herewith.

Indicates a management contract or compensatory plan

or arrangement.

The following materials

from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, were formatted in Inline XBRL (Extensible

Business Reporting Language):

(i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and

Comprehensive Loss, (iii) Condensed Consolidated Statements of Stockholders’ Equity, and (iv) Condensed Consolidated Statements

of Cash Flows.

The instance document does not appear in the Interactive Data File because its XBRL tags are imbedded within the Inline

XBRL document.

Cover Page Interactive

Data File – the cover page XBRL tags are embedded within the Inline XBRL

a management contract or compensatory plan or arrangement.

FORM 10-K SUMMARY

2 unchanged sentences

HOLDINGS, INC.

July 18, 2024

March 20, 2025

Executive Officer

Executive Officer)

July 18, 2024

March 20, 2025

Financial and Legal Officer

10 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 9A. Controls and Procedures