What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 318 added, 233 removed, 370 unchanged (60% of the section changed)

4 unchanged sentences

and, collectively with the Operating Company and its consolidated subsidiaries, the “Company”, “we”, “us”

and “our”) for the quarterly period ended June 30, 2025 included in Part I, Item 1 of this Quarterly Report on Form 10-Q,

and the audited consolidated financial statements and related notes of Greenlane Holdings, Inc.

and “our”) for the quarterly period ended September 30, 2025 included in Part I, Item 1 of this Quarterly Report on Form

10-Q, and the audited consolidated financial statements and related notes of Greenlane Holdings, Inc.

for the year ended December 31,

2 unchanged sentences

Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements, within the meaning of the Private Securities

Litigation Reform Act of 1995, that involve risks and uncertainties.

Many of the forward-looking statements are located in Part I, Item

2 of this Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that

does not directly relate to any historical or current fact.

In some cases, you can identify forward-looking statements by terminology

such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,”

“expect,” “believe,” “intend,” “may,” “will,” “should,” “could”

and similar expressions.

Examples of forward-looking statements include, without limitation:

Litigation Reform Act of 1995, , including statements regarding the gradual strategic alternative from the legacy distribution business, the

digital-asset treasury strategy, expected proceeds, fair-value measurement of crypto assets, liquidity, and anticipated costs and timing.

Forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results

to differ materially, including those described under “Risk Factors” and elsewhere in this report.

The Company undertakes

no obligation to update forward-looking statements except as required by law.

of the forward-looking statements are located in Part I, Item 2 of this Form 10-Q under the heading “Management’s Discussion

and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future

events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.

cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,”

“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,”

“may,” “will,” “should,” “could” and similar expressions.

Examples of forward-looking

statements include, without limitation:

statements regarding our

90 unchanged sentences

lifestyle products.

With three different mergers in 2021, Greenlane was able to strengthen its leading position as a consumer ancillary

products house-of-brands business, significantly expanding its customer network, bringing strategic relationships with leading cannabis

multi-state operators (“MSOs”), cannabis single-state operators (“SSOs”), and Canadian licensed producers (“LPs”).

Greenlane provides a wide array of consumer ancillary products and industrial ancillary products to thousands of cannabis producers,

processors, brands, and retailers (“Cannabis Operators”).

In addition, it serves specialty retailers, smoke shops, head shops,

convenience stores, and consumers directly through its own proprietary web stores and large online marketplaces such as Amazon.

have been developing a world-class portfolio of both our own proprietary brands (the “Greenlane Brands”) along with close

partner brands that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders.

Our Greenlane Brands include our more affordable product line – Groove, our premium smoke shop and ancillary product brand –

Higher Standards, and our child-resistant packaging brand - Pollen Gear.

In collaboration with our partner brands, Greenlane is strategically positioned to serve as

a comprehensive one-stop shop for all buyers.

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

as well as the Keith Haring branded products.

Greenlane Brands include our more affordable product line – Groove, our premium smoke shop and ancillary product brand –

Higher Standards, and our child-resistant packaging brand - Pollen Gear (the “Greenlane Brands”).

In collaboration with our partner brands, Greenlane is

strategically positioned to serve as a comprehensive one-stop shop for all buyers.

We also have category-exclusive licenses for the

premium Marley Natural branded products.

Greenlane Brands, along with a curated set of third-party products, are offered to customers through our proprietary, owned and operated

21 unchanged sentences

during this period.

to Accelerate Path to Profitability and Capitalize the Business

today’s economic landscape, particularly within the cannabis industry, achieving profitability and preserving working capital are

At Greenlane, we are intensely focused on making our business profitable and well-capitalized for long-term sustainability.

Restructuring

The Company remains committed to minimizing losses and working capital

needs by reducing or eliminating unprofitable activities.

At Greenlane, we are intensely focused on making our business profitable and

well-capitalized for long-term sustainability.

Our key initiatives include:

13 unchanged sentences

Sales Force Upgrade:

The Company recently initiated and recently completed a restructuring of its sales organization to better align people and responsibilities

Company recently initiated and recently completed a restructuring of its sales organization to better align people and responsibilities

with the Company’s omnichannel sales strategy, including the addition of new and highly experienced leadership across the board

to foster a return to growth and increased customer success at Greenlane.

The new structure is designed to accelerate sales, improve customer

experience, and increase efficiency throughout the sales process.

The new structure is designed to accelerate sales, improve

customer experience, and increase efficiency throughout the sales process.

Product Innovation:

We recently added several new product lines, including pet & wellness product lines, such as the Green Gruff, Safety Strips, and Swabtek

recently added several new product lines, including pet & wellness product lines, such as the Green Gruff, Safety Strips, and

Swabtek lines.

Capital Investment:

5 unchanged sentences

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

PACT Act Exemption

January 11, 2022, we announced via press release that the United States Postal Service (the “USPS”) had approved our application

for a business and regulatory exemption to the PACT Act (with respect to the business and regulatory exemption granted by the USPS, the

“PACT Act Exemption”), allowing us to ship vaporizers and accessories classified as electronic nicotine delivery systems

(“ENDS”) products to other compliant businesses.

With this approval, over 97% of our total annual sales became eligible for

shipment by freight, USPS and other major parcel carriers.

The PACT Act Exemption also enables us to partner with other businesses that

ship ENDS products and had their supply chains disrupted by PACT Act compliance.

June 24, 2022, we provided via press release an update on the progress of the PACT Act Exemption, following our successful implementation

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.

placement and liquidity

On October 23, 2025, the Company closed a $110 million private placement

consisting of cash subscriptions and crypto-denominated subscriptions in support of a Bera-focused treasury strategy.

The closing delivered

approximately $24.3 million of net cash proceeds and approximately $19.0 million of stablecoin proceeds, and resulted in holdings of approximately

54.2 million BERA as of October 23, 2025.

These proceeds strengthen near-term liquidity while the Company pursues strategic alternatives

for its legacy distribution business.

The private placement included pre-funded warrants funded in cash and in crypto;

the crypto-funded

pre-funded warrants are exercisable into shares following stockholder approval.

These post-quarter developments do not affect third-quarter

For the full description of terms and instruments, see Note 13, “Subsequent Events,” and the Company’s Current

Report on Form 8-K filed October 20, 2025.

Digital asset treasury strategy and Bera treasury

On October 23, 2025, the Board

approved a treasury policy that designates Bera, the native digital asset of the Berachain network, as the principal asset in the Company’s

corporate treasury reserve.

The Board formed a Digital Assets Committee, chaired by Bruce Linton and including director Billy Levy, to

oversee this policy, and appointed Benjamin Isenberg as Chief Investment Officer to manage the Bera strategy and related controls.

Company intends to accumulate and hold Bera as its principal digital asset;

near-term plans do not include allocating treasury assets

to other digital assets, which increases concentration risk.

Governance and controls include

a two-tier custody model (cold reserve with a small operational wallet), policy-based approvals with two-person release, allowlists, limits,

recovery procedures, and expanded reporting aligned to public-company controls.

The Audit Committee oversees related-party considerations

and reviews policy compliance.

The Digital Assets Committee charter authorizes, among other things:

(i) review and approval of digital-asset

strategy (including staking, validator, and limited decentralized-finance participation);

(ii) monitoring of market and protocol developments;

(iii) evaluation of partnerships and protocol changes;

(iv) review of related-party matters;

(v) oversight of internal controls and reporting

for digital assets;

(vi) risk oversight for market volatility, cybersecurity, and compliance;

(vii) approval of wallet-access, segregation-of-duties,

and operational thresholds;

and (viii) validation of valuation methods and fair-value classifications.

To manage price risk, the

Company may selectively use hedging instruments such as options, swaps, or futures with institutional-grade counterparties, subject to

availability and cost.

The Company may engage in on-chain activities in a controlled manner, including staking, limited validator operations,

and measured decentralized-finance participation, subject to legal, compliance, and control requirements.

Beginning in the fourth quarter

of 2025, in-scope crypto assets are measured at fair value with changes recognized in earnings under Accounting Standards Update 2023-08.

Fair value measurement follows Accounting Standards Codification Topic 820, including principal-market determinations, pricing controls,

and fair-value hierarchy disclosures.

These requirements may introduce earnings volatility.

A more detailed description of risks related

to pricing volatility, custody, valuation, and regulation appears in Part II, Item 1A “Risk Factors.” Additional information

about post-quarter activity and policy governance is provided in Note 13, “Subsequent Events,” and in the Company’s

Current Report on Form 8-K filed October 20, 2025.

considerations

Key risks include volatility in BERA prices, custody and operational risks,

counterparty risk for stablecoins and protocols, regulatory changes, and potential dilution from warrant exercises associated with the

We have implemented controls to mitigate these risks;

however, market conditions may cause results to differ from expectations.

See Part II, Item 1A “Risk Factors”.

Related-party

considerations

Chief Investment Officer’s background and outside digital asset activities have been disclosed.

Management has implemented segregation

of duties, dual-authorization controls, and oversight through the Digital Assets Committee.

The Company will monitor and disclose any

material related-party transactions in future filings.

Accounting Estimates

12 unchanged sentences

of our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-08 (ASC 350-60) requiring

in-scope crypto assets to be measured at fair value with changes in net income and presented separately, with enhanced disclosures under

The standard is effective for fiscal years beginning after December 15, 2024, including interim periods.

We adopted the standard

effective January 1, 2025.

The Company did not hold crypto assets as of September 30, 2025;

therefore no crypto-related balances or results

are recorded in Q3.

Beginning in Q4 2025, we expect earnings volatility from fair-value changes and will provide ASC 820 hierarchy, valuation,

and sensitivity disclosures, together with custody and pricing-control updates.

consisting of finished products, are primarily accounted for using the weighted-average method, and are valued at the lower of cost and

58 unchanged sentences

information regarding these contingencies.

value measurement of crypto assets

in Q4 2025, crypto assets within the scope of ASU 2023-08 are measured at fair value with changes recognized in earnings.

judgments include identification of the principal market, selection of pricing sources, fair value hierarchy classification, and controls

over period-end pricing.

The Company obtains observable prices from principal markets when available and uses alternative sources if

principal market data are temporarily unavailable.

The Company also prepares a roll-forward of significant crypto assets and performs

daily to monthly reconciliations between wallet activity and the general ledger.

Because crypto markets can be volatile and fragmented,

different assumptions or market conditions could materially affect reported results.

Accounting Pronouncements

2 unchanged sentences

of Operations

following table presents operating results for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30,

following table presents operating results for the three months ended September 30, 2025 and 2024:

Three Months Ended September 30,

% of Net sales

Cost of sales

Gross profit (loss)

Operating expenses:

1 unchanged sentence

General and administrative

Restructuring expenses

Depreciation and amortization

3 unchanged sentences

Interest expense

Change in fair value of contingent consideration

Gain on extinguishment of debt

Other income, net

3 unchanged sentences

Results of Operations

the three months ended June 30, 2025, net sales were approximately $0.8 million, compared to approximately $2.7 million for the same

period in 2024, representing a decrease of $1.9 million, or 70%.

The Company is continuing to focus on profitable

revenue and as a result top line revenue has significantly been reduced.

In addition, while necessary the recent reorganization of the sales team including new sales leadership and the recruitment of a stronger

sales team in 2025 negatively impacted sales in the first half of the year.

The new structure is designed to accelerate sales, improve

customer experience, and increase efficiency throughout the sales process.

For the three months ended September 30, 2025, net sales were approximately

$0.7 million, compared to approximately $4.0 million for the same period in 2024, representing a decrease of $3.3 million, or 82%.

recent reorganization of the sales team and the challenges of recruiting a stronger sales team in 2025 negatively impacted sales in the

first half of the year.

of Sales and Gross Margin

the three months ended June 30, 2025, cost of sales decreased by $0.9 million, or 52%, as compared to the same period in 2024.

was is driven by the 70% decrease in revenue in addition to a decrease in damaged and obsolete inventory write-offs of approximately $70,000.

margins decreased by 38% to 0% for the three months ended June 30, 2025, compared to 38% for the same period in 2024.

The decrease in

gross margins can be attributed to write-offs of slow moving inventory.

For the three months ended September 30, 2025, cost of sales increased

by $4.8 million, or 478%, as compared to the same period in 2024.

Management completed a comprehensive review of inventory aging and realizability

in connection with the Company’s transition under the Bera initiative toward a capital-light, IP-driven operating model.

the Company recorded a $5.0 million non-cash inventory reserve to reflect expected recoveries from legacy product lines.

margins decreased by 269% to (692)% for the three months ended September 30, 2025, compared to 75% for the same period in 2024.

in gross margins can be attributed to write-offs of slow moving inventory.

Benefits and Payroll Taxes

benefits and payroll taxes expenses were approximately $1.1 million for the three months ended June 30, 2025, compared to $1.5 million

benefits and payroll taxes expenses were approximately $1.5 million for the three months ended September 30, 2025, compared to $1.6 million

for the same period in 2024.

3 unchanged sentences

and Administrative Expenses

and administrative expenses were approximately $1.9 million for the three months ended June 30, 2025, compared to $2.8 million for the

same period in 2024.

The decrease is related increases in professional and outside services, facility expenses, outbound freight, other

general and administrative, marketing and general insurance.

and administrative expenses were approximately $2.0 million for the three months ended September 30, 2025, compared to $1.8 million for

the same period in 2024.

The increase is related increases in professional and outside services, facility expenses, outbound freight,

other general and administrative, marketing and general insurance.

Restructuring

Restructuring and transformation costs were $0.5 million for the three

months ended September 30, 2025, primarily related to personnel actions under the Company’s cost reduction strategy and the strategic

transition to a crypto treasury model.

and Amortization Expense

and amortization expense were approximately $0.2 million for the three months ended June 30, 2025, compared to $0.2 million for the same

period in 2024.

Depreciation remained constant as not significant additions or deletions were made.

and amortization expense were approximately $0.1 million for the three months ended September 30, 2025, compared to $0.2 million for

the same period in 2024.

Depreciation remained relatively constant as additions and deletions were insignificant.

Income (Expense), Net

expense decreased approximately $0.3 million for the three months ended June 30, 2025 compared to the same period in 2024.

is primarily related to reduction in overall debt as all of the Company’s debt was paid off in February 2025.

in fair value of contingent consideration

was a change in fair value of contingent consideration of approximately none for the three months ended June 30, 2025 compared to $1.0

million for the same period in 2024.

During the second quarter of 2024, the Company recorded a fair value change of $1.0 million associated with a reduction

in earn outs for Eyce and DaVinci products.

on debt extinguishment

was a decrease of $2.2 million in gain on debt extinguishment as a gain of none was recorded for the three months ended June 30,

2025, compared to $2.2 million for the same periods in 2024.

The change is primarily related to a difference in the reduction in

overall debt modification with Synergy, offset by the carrying value of the Davinci and Eyce assets acquired by Synergy.

expense decreased approximately $3.2 million for the three months ended September 30, 2025 compared to the same period in 2024.

is primarily related to reduction in overall debt as all of the Company’s debt was repaid in February 2025.

expense, net.

income, net, increased by approximately $0.1 million for the three months ended June 30, 2025, compared to the same period in 2024.

change is primarily due miscellaneous credits earned in the current year.

income, net, increased by approximately $0.2 million for the three months ended September 30, 2025, compared to the same period in 2024.

The change is primarily due miscellaneous income in the current year.

for (Benefit from) Income Taxes

the three months ended June 30, 2025 and 2024, respectively, the effective tax rate differed from the U.S.

the three months ended September 30, 2025 and 2024, respectively, the effective tax rate differed from the U.S.

federal statutory tax

rate of 21% primarily due to the Operating Company’s pass-through structure for U.S.

income tax purposes, the relative mix in

earnings and losses in the U.S.

versus foreign tax jurisdictions, and the full valuation allowance against the deferred tax

income tax purposes, the relative mix in earnings

and losses in the U.S.

versus foreign tax jurisdictions, and the full valuation allowance against the deferred tax asset.

Results of Operations

Six Months Ended June 30,

Nine Months Ended September 30,

% of Net sales

Cost of sales

Gross profit (loss)

Operating expenses:

1 unchanged sentence

General and administrative

Restructuring expenses

Depreciation and amortization

9 unchanged sentences

Provision for income taxes

the six months ended June 30, 2025, net sales were approximately $2.3 million, compared to approximately $7.6 million for the same period

in 2024, representing a decrease of $5.3 million, or 70%.

The Company is continuing to focus on profitable revenue and as a result top line

revenue has significantly been reduced.

In addition, while necessary the recent reorganization of the sales team including new sales leadership and the recruitment of a stronger

sales team in 2025 negatively impacted sales in the first half of the year.

The new structure is designed to accelerate sales, improve

customer experience, and increase efficiency throughout the sales process.

For the nine months ended September 30, 2025, net sales were approximately

$3.0 million, compared to approximately $11.6 million for the same period in 2024, representing a decrease of $8.6 million, or 74%.

recent reorganization of the sales team and the challenges of recruiting a stronger sales team in 2025 negatively impacted sales in the

first half of the year.

of Sales and Gross Margin

the six months ended June 30, 2025, cost of sales decreased by $3.5 million, or 70%, as compared to the same period in 2024.

was is driven by the 70% decrease in revenue in addition to an increase in damaged and obsolete inventory write-offs of approximately $70,000.

margins decreased by 1% to 32% for the six months ended June 30, 2025, compared to 33% for the same period in 2024.

The decrease in gross

margins can be attributed to write-offs of slow moving inventory.

For the nine months ended September 30, 2025, cost of sales increased by

$1.3 million, or 22%, as compared to the same period in 2024.

The increase was driven by the increase of supplier chain costs and the

$5.0 million increase in inventory reserves.

Management completed a comprehensive review of inventory aging and realizability in connection

with the Company’s transition under the Bera initiative toward a capital-light, IP-driven operating model.

As a result, the Company

recorded a $5.0 million non-cash inventory reserve to reflect expected recoveries from legacy product lines.

Gross margin declined from 48% to (146)%, a decrease of 194 percentage

points, primarily due to the $5.0 million non-cash inventory reserve noted above.

Benefits and Payroll Taxes

benefits and payroll taxes expenses were approximately $2.4 million for the six months ended June 30, 2025, compared to $4.5 million

benefits and payroll taxes expenses were approximately $3.8 million for the nine months ended September 30, 2025, compared to $6.1 million

for the same period in 2024.

3 unchanged sentences

and Administrative Expenses

and administrative expenses were approximately $4.8 million for the six months ended June 30, 2025, compared to $5.1 million for the

same period in 2024.

The decrease is related increases in professional and outside services, facility expenses, outbound freight, other

general and administrative, marketing and general insurance.

and administrative expenses were approximately $6.6 million for the nine months ended September 30, 2025, compared to $6.9 million for

the same period in 2024.

The decrease is related increases in professional and outside services, facility expenses, outbound freight,

other general and administrative, marketing and general insurance.

Restructuring Expenses

Restructuring and transformation costs were $0.5 million for the nine months ended September 30, 2025, primarily related to personnel

actions under the Company’s cost reduction strategy and the strategic transition to a crypto treasury model.

and Amortization Expense

and amortization expense were approximately $0.3 million for the six months ended June 30, 2025, compared to $0.45 million for the same

period in 2024.

Depreciation remained constant as not significant additions or deletions were made.

Depreciation and amortization expense were approximately $0.4 million for

the nine months ended September 30, 2025, compared to $0.6 million for the same period in 2024.

Depreciation remained relatively constant

as additions and deletions were insignificant.

Income (Expense), Net

expense decreased approximately $0.4 million for the six months ended June 30, 2025 compared to the same period in 2024.

is primarily related to reduction in overall debt as all of the Company’s debt was paid off in February 2025.

expense decreased approximately $3.6 million for the nine months ended September 30, 2025 compared to the same period in 2024.

is primarily related to reduction in overall debt as all of the Company’s debt was repaid in February 2025.

in fair value of contingent consideration

was a change in fair value of contingent consideration of approximately none for the six months ended June 30, 2025 compared to $1.0

was a change in fair value of contingent consideration of approximately none for the nine months ended September 30, 2025 compared to

$1.0 million for the same period in 2024.

the Company recorded a fair value change of $1.0 million associated with a reduction in earn outs for Eyce and DaVinci

the Company recorded a fair value change of $1.0 million associated with a reduction in earn

outs for Eyce and DaVinci products.

on debt extinguishment

was a decrease in gain on debt extinguishment of approximately none for the six months ended June 30, 2025, compared to $2.2 million

was a decrease in gain on debt extinguishment of approximately none for the nine months ended September 30, 2025, compared to $2.2 million

for the same periods in 2024.

1 unchanged sentence

offset by the carrying value of the Davinci and Eyce assets acquired by Synergy.

income, net, increased by approximately $0.1 million for the six months ended June 30, 2025, compared to the same period in 2024.

change is primarily due miscellaneous credits earned in the current year.

income, net, increased by approximately $0.1 million for the nine months ended September 30, 2025, compared to the same period in 2024.

The change is primarily due miscellaneous income in the current year.

for (Benefit from) Income Taxes

the three months ended June 30, 2025 and 2024, respectively, the effective tax rate differed from the U.S.

the three months ended September 30, 2025 and 2024, respectively, the effective tax rate differed from the U.S.

federal statutory tax

rate of 21% primarily due to the Operating Company’s pass-through structure for U.S.

income tax purposes, the relative mix in

earnings and losses in the U.S.

versus foreign tax jurisdictions, and the full valuation allowance against the deferred tax

income tax purposes, the relative mix in earnings

and losses in the U.S.

versus foreign tax jurisdictions, and the full valuation allowance against the deferred tax asset.

Capital Resources and Going Concern

1 unchanged sentence

Our primary sources of liquidity are

our cash on hand and the cash flow that we generate from our operations, as well as proceeds from equity issuances such as our July 2023, August 2024, and February 2025 Offerings, each as described and defined below.

As of June 30,

2025, we had approximately $5.7 million of cash, of which none was restricted and $0.1 million was held in foreign bank accounts,

and approximately $16.3 million of working capital, which is calculated as total current assets minus total current liabilities, as

compared to approximately $0.9 million of cash, of which none was restricted and $0.1 million was held in foreign bank accounts, and

approximately $1.5 million of working capital as of December 31, 2024.

The repatriation of cash balances from our foreign

subsidiaries could have adverse tax impacts or be subject to capital controls;

however, these balances are generally available to

fund the ordinary business operations of our foreign subsidiaries without legal or other restrictions.

believe that our cash on hand and the cash flow that we generate from our operations and financing activities from recent equity fundraising

will be sufficient to fund our working capital and capital expenditure requirements, as well as our debt repayments and other liquidity

requirements associated with our existing operations, for the next 12 months.

This is largely due to the Company’s

Private Placement that occurred on February 19, 2025.

our cash on hand and the cash flow that we generate from our operations, as well as proceeds from equity issuances such as our July 2023,

August 2024, and February 2025 Offerings, each as described and defined below.

Liquidity overview

At September 30, 2025, we had

cash and cash equivalents of $1.8 million and no borrowings outstanding.

After quarter end, we closed a private placement described in

the Current Report on Form 8-K filed October 20, 2025.

Net proceeds increased liquidity in cash and digital assets.

See “Subsequent

events” in Note 13 of this Form 10-Q and the Current Report on Form 8-K filed October 20, 2025 for offering terms and use of proceeds.

We expect fair-value

accounting for crypto assets to introduce variability beginning in Q4 2025;

controls to manage liquidity include qualified custody, two-person

approvals, and daily monitoring.

Near-term priorities are executing the inventory monetization project,

maintaining core capabilities that support the Board’s evaluation of strategic alternatives for the legacy distribution business

and related assets, and advancing the Company’s digital-asset strategy and treasury operations.

Program and Shelf Registration Statement

used a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) to conduct securities offerings.

August 2021, we filed a prospectus supplement and established an “at-the-market” equity offering program (the “ATM

Program”) that provided for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million,

from time to time.

the launch of the ATM program in August 2021 and through December 31, 2022, we sold shares of our Class A common stock which generated

gross proceeds of approximately $12.7 million and we paid fees to the sales agent of approximately $0.4 million.

Due to the untimely

filing of certain of our Quarterly and Annual Reports that was remediated in 2024, we are unable to issue additional shares of Class

A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement and once eligible will be required to file

a new S-3 for utilization of our Shelf Registration Statement.

We maintained a shelf registration

on Form S-3 and an at-the-market equity program from August 2021 through December 31, 2022, under which we sold $12.7 million of Class

A common stock and paid $0.4 million in agent fees.

We made no at-the-market sales in 2024 or 2025.

The prior shelf is not currently available;

any future at-the-market activity would require a new Form S-3.

This historical activity affects the prior-period liquidity discussion

only and does not affect third-quarter 2025 results.

Stock and Warrant Offerings

3 unchanged sentences

units and pre-funded units.

The pre-funded units w ere sold at the same purchase price as the units, less the pre-funded warrant exercise

The pre-funded units were sold at the same purchase price as the units, less the pre-funded warrant exercise

price of $0.001.

Each unit and pre-funded unit consist ed of one share of common stock (or one pre-funded warrant) and two common warrants,

Each unit and pre-funded unit consisted of one share of common stock (or one pre-funded warrant) and two common warrants,

each exercisable for one share of common stock at an exercise price of $1,875 per share.

The common warrant was exercisable on the

initial exercise date described in the common warrant and will expire 5.0 years from such date.

The common warrant was exercisable on the initial

exercise date described in the common warrant and will expire 5.0 years from such date.

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

12 unchanged sentences

The Exchange Inducement Warrants are initially

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

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

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

21 unchanged sentences

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

The initial exercise price of each Series B Warrant is $2,231.25 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.

The initial exercise price of each Series B Warrant is $2,231.25 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.

on February 18, 2025, the Company entered into an Exchange Agreement with certain holders (the “Holders”) of three tranches

1 unchanged sentence

Under such Exchange Agreement,

such Holders agreed to exchange with the Company such existing warrants for approximately 8,172 new warrants to purchase common

stock, substantially in the form of the Series B Warrants.

such Holders agreed to exchange with the Company such existing warrants for approximately 8,172 new warrants to purchase common stock,

substantially in the form of the Series B Warrants.

Receivable and Collectability

receivable remained broadly consistent with December 31, 2024 despite reduced sales activity in the quarter.

We monitor credit risk through

weekly aging reviews;

during periods of limited sales activity we perform targeted collectability assessments by customer and aging bucket,

and we adjust the allowance for credit losses when facts and circumstances indicate heightened loss risk.

We will update the allowance

prospectively if the aging profile deteriorates or if specific collectability concerns arise.

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

7 unchanged sentences

In consideration

for the extension, the Company (i) agreed to make such Notes convertible at the option of Cobra with a conversion price of $2,377.50 per

share, (ii) agreed to prepay Cobra’s debt with 50% of any money raised by the Company from warrant exercise proceeds and from capital

raise transactions, and (iii) issued Cobra an aggregate of 667 five-year warrants with an exercise price of $2,280 per share which

are identical to the Exchange Warrants.

for the extension, the Company (i) agreed to make such Notes convertible at the option of Cobra with a conversion price of $2,377.50

per share, (ii) agreed to prepay Cobra’s debt with 50% of any money raised by the Company from warrant exercise proceeds and from

capital raise transactions, and (iii) issued Cobra an aggregate of 667 five-year warrants with an exercise price of $2,280 per share

which are identical to the Exchange Warrants.

The Note Amendment was repaid out of the February 2025 Private Placement.

have completed several initiatives to expand our channel distribution, diversify our product offerings and improve our sales and marketing efforts.

March 2025 we entered into two strategic marketing partnerships.

First, we launched on the Mainstem B2B procurement marketplace platform

for enhanced accessibility within a data driven ecosystem to reach the total addressable market of single and multi-state operators and

brick and mortar stores.

we selected Cannabis Creative Group (CCG) to lead the Company’s new marketing strategy and support future growth for the Company’s

B2B-focused brands, including Greenlane Wholesale and KushCo.

CCG began work in Q2 and is focused on driving campaigns towards new acquisitions

and retargeting of wholesale customers.

January 2025 we announced an exclusive distribution partnership with Green Gruff to offer a comprehensive line of veterinarian approved

organic cannabidiol-infused supplements and treats manufactured in the U.S.

to support a dog’s overall health and vitality.

Q2 2025 we entered into two new distribution agreements to supplement our vaporizer category and offer customers best in class product

First, we entered into a distribution agreement with Greentank Technologies (Greentank), a leading innovator in the aerosolization

technology industry, providing advanced solutions for the cannabis, nicotine, and wellness markets including Greentank’s full assortment

of cartridges and vaporizers.

Second, we entered into an agreement with ALD Group Limited to distribute their wide range of vaporization

products and where customers can benefit from an accelerated delivery window available through ALD’s advanced automated production platform.

June 2025 we announced new Sales leadership and the restructuring of our Sales team to provide enhanced service to our customers and

fully support the execution of our Sales plan.

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 continued progress consolidating and streamlining our office, warehouse,

and distribution operations footprint.

We have also reduced our digital footprint by consolidating our digital ecommerce presence

onto one platform resulting in improved efficiencies and reduced cost.

have incurred net losses of $3.2 million and $7.1 million for the three and six months ended June 30, 2025, respectively.

For the six months ended June 30, 2025, cash used in operating activities was $7.9

The recent macroeconomic

environment has caused weaker demand than contemplated under our business plan, resulting in a reduction in projected revenue and

cash flows for the twelve-month period included in the going concern evaluation.

believe that our cash on hand that includes cash raised in the February 2025 Private Placement and the cash flow that we generate from

our operations will be sufficient to fund our working capital and capital expenditure requirements, as well as our debt repayments and

other liquidity requirements associated with our existing operations, for the next 12 months.

The Company’s ability to continue

as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve

the Company’s liquidity and profitability, which includes, without limitation:

Further reducing operating

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

revenue by introducing new products and acquiring new customers.

on strategic partnerships accretive to margins and operating cash

additional capital through the issuance of debt or equity securities.

opinions concerning liquidity are based on currently available information.

To the extent this information proves to be inaccurate, or

if circumstances change, future availability of trade credit or other sources of financing may be reduced and our liquidity could be

an effort to minimize losses and working-capital needs, management is focusing on cost controls, simplifying operations, and monetizing

legacy assets while the Board considers strategic alternatives for the legacy distribution business.

actions after quarter-end

October 23, 2025, the Company closed a private placement that provided approximately $24.3 million of net cash, approximately $19.0 million

of stablecoin proceeds, and resulted in holdings of approximately 54.2 million BERA.

These proceeds strengthen near-term liquidity and

support the Company’s digital-asset treasury strategy.

See “Subsequent events.”

monetization and working-capital discipline

is executing a structured monetization program to convert legacy inventory to cash, informed by recent recovery experience and market

In the third quarter, the Company increased its inventory reserve by $5.0 million to reflect lower expected recovery on certain

aged and discontinued items.

Purchasing remains tightly controlled, and vendor terms and returns/allowances are being actively renegotiated

to accelerate cash conversion.

cost reductions and footprint simplification

mid-year, the Company has consolidated facilities, streamlined its e-commerce platforms, resized the sales organization, and reduced third-party

Additional reductions are underway to align the cost base with the smaller legacy footprint and the go-forward operating model.

focus and brand support

Company launched on the Mainstem B2B marketplace and engaged Cannabis Creative Group to drive targeted acquisition and re-engagement of

wholesale customers.

During 2025, the Company also entered distribution arrangements with Greentank Technologies and ALD Group Limited

and renewed focus on selective partner brands, including Green Gruff.

and controls for the digital-asset treasury

October 2025, the Board formed a Digital Assets Committee and approved a treasury policy that prioritizes BERA as the principal digital

Management is implementing two-tier custody, dual-authorization wallet controls, and expanded reporting to support public-company

requirements.

See “Risk Factors” and “Controls and Procedures.”

vendor and systems rationalization

Company continues to renegotiate supplier terms, consolidate technology tools, and evaluate a lower-cost finance system appropriate for

a public company without warehouse operations, with the goal of reducing recurring systems expense and complexity.

incurred net losses of $9.0 million and $16.1 million for the three and nine months ended September 30, 2025, respectively.

in operating activities for the nine months ended September 30, 2025 was $11.8 million.

The recent macroeconomic environment has pressured

demand versus plan, reducing projected revenue and cash flows used in the going-concern evaluation.

on cash on hand (including the October 2025 private placement proceeds), expected cash generation from the inventory monetization program,

and the cost-reduction initiatives described above, management currently believes the Company has sufficient liquidity to fund working-capital

needs, capital expenditures, and scheduled obligations for at least the next 12 months.

Execution risks remain, and the Company may seek

additional capital depending on timing of monetization receipts, market conditions, and strategic opportunities.

actions over the next twelve months include, without limitation:

further operating-expense reductions to align costs with the smaller legacy footprint;

continued monetization of legacy inventory and improvements in vendor terms;

focused commercial activity on profitable customers and products;

disciplined execution of the digital-asset treasury policy with appropriate controls;

opportunistic capital raising if warranted by liquidity or strategy.

Our opinions concerning liquidity are based on currently available information.

To the extent this information proves to be inaccurate,

or if circumstances change, future availability of trade credit or other sources of financing may be reduced and our liquidity could be

adversely affected.

Our future capital requirements and the adequacy of available funds will depend on many factors, including those

described in the section titled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December

Depending on the severity and direct impact of these factors on us, we may be unable

to secure additional financing to meet our operating requirements on terms favorable to us, or at all.

of June 30, 2025 ,

we did not have any off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial

condition, results of operations, liquidity, capital expenditures, or capital resources.

Our future capital requirements and the adequacy of available funds will depend on many factors, including those described

in the section titled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

on the severity and direct impact of these factors on us, we may be unable to secure additional financing to meet our operating requirements

on terms favorable to us, or at all.

of September 30, 2025, we did not have any off-balance-sheet arrangements that are reasonably likely to have a material current or future

effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.

following summary of cash flows for the periods indicated has been derived from our condensed consolidated financial statements included

elsewhere in this Quarterly Report on Form 10-Q:

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands)

3 unchanged sentences

Cash Used in Operating Activities

the six months ended June 30, 2025, net cash used in operating activities of approximately $7.9 million consisted of (i) net loss of

$7.1 million, offset by non-cash adjustments to net loss of approximately $1.3 million, and (ii) a $2.1 million overall increase in

working capital primarily driven by increases in accounts receivable and inventory offset by decreases in vendor deposits, other current assets, accounts payable and accrued expenses and customer deposits.

the six months ended June 30, 2024, net cash used in operating activities of approximately $0.4 million consisted of (i) net loss of

$5.1 million, offset by non-cash adjustments to net loss of approximately $2.6 million, and (ii) a $7.3 million increase in working capital

primarily driven by increases in accounts payable, accrued expenses of approximately $3.7 million and decreases in inventories and other

current assets of approximately $3.8 million.

During the nine months ended September 30, 2025, net cash used in operating

activities of approximately $11.8 million consisted of (i) net loss of $16.0 million, offset by non-cash adjustments to net loss of approximately

$1.4 million, and (ii) a $2.8 million overall decrease in working capital primarily driven by increases in accounts receivable offset

by decreases in inventory, vendor deposits, other current assets, accounts payable and accrued expenses and customer deposits.

the nine months ended September 30, 2024, net cash used in operating activities of $5.2 million consisted of a net loss of $8.8 million,

offset partially by non-cash adjustments to the net loss of $1.0 million and a $1.2 million decrease in working capital driven by decreases

in inventories of $4.2 million and decreases in accrued expenses of $0.5 million reduced by a decrease in customer deposits of $1.5 million

and an increase in accounts receivable of $0.7 million.

Cash Used in Investing Activities

the six months ended June 30, 2025, net cash used in investing activities of approximately $0.1 million consisted primarily of capital expenditures.

the six months ended June 30, 2024, net cash used in investing activities of approximately $0.2 million consisted primarily of capital

expenditures.

the nine months ended September 30, 2025, net cash used in investing activities of approximately $0.1 million consisted primarily of

capital expenditures.

the nine months ended September 30, 2024, net cash used in investing activities of approximately $0.2 million consisted primarily of

capital expenditures.

Cash Provided by Financing Activities

the six months ended June 30, 2025, net cash provided financing activities of approximately $12.8 million primarily consisted of approximately

$20.7 million in proceeds from our February 2025 private placement offset by $8.0 million in payments on our debt.

the six months ended June 30, 2024, net cash provided by financing activities of approximately $0.2 million primarily consisted of

approximately $0.6 million in payments on loans against future accounts receivable, approximately $0.2 million in proceeds from

future receivables financing, and approximately $0.6 million in proceeds from notes payable.

the nine months ended September 30, 2025, net cash provided by financing activities of approximately $12.8 million primarily

consisted of approximately $20.7 million in proceeds from our February 2025 private placement offset by $8.0 million in payments on

the nine months ended September 30, 2024, net cash provided by financing activities of approximately $7.2 million primarily consisted

of approximately $0.9 million in payments on loans against future accounts receivable, approximately $0.2 million in proceeds from future

receivables financing, approximately $2.1 million in proceeds from notes payable, $3.0 in repayments on notes payable, and $5.6 million

in net proceeds from the issuance of common stock.

Accounting Policies and Estimates

5 unchanged sentences

since the Form 10-K for the year ended December 31, 2024.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis