What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-31 compared with 2025-03-21 · 473 added, 559 removed, 26 unchanged (98% of the section changed)

in 2005, Greenlane is a premier global platform for the development and distribution of premium cannabis accessories, vape devices, and

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, including the innovative

silicone pipes and accessories line, Eyce, and the premium vaporizer brand, DaVinci, 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, along with a curated set of third-party products, are offered to customers through our proprietary, owned and operated

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

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

them with valuable resources and a seamless purchasing experience.

merchandise vaporizers, packaging, and other ancillary products in the United States, Canada, Europe, and Latin America.

distribute products to retailers through wholesale operations and distribute products to consumers through constantly evolving

e-commerce activities.

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

(“3PL”) locations in Canada.

We made tremendous progress consolidating and streamlining our warehouse and distribution

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

facility in Moreno Valley, California in 2023.

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

We focus on serving consumers across

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

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

Our direct to consumer channels

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

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

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

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

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

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

We also have related promotional marketing campaigns

during this period.

in 2005, Greenlane is a public company whose primary strategic focus is a digital asset treasury strategy centered on BERA.

We also continue

to operate a reduced-scale wholesale and distribution business through an asset-light drop-ship model.

October 2025, we undertook a substantial strategic transition from a traditional wholesale and distribution operating model to a digital

asset treasury strategy centered on BERA, the native digital asset of the layer-1 blockchain protocol known as Berachain (“Berachain”).

While we continue to operate a scaled-down wholesale / distribution business, our primary capital allocation focus has shifted to the

acquisition, staking, validator participation and strategic deployment of digital assets.

We are a Berachain ecosystem participant focused

on supporting the development and operation of blockchain-based infrastructure, including assets and applications built on Berachain.

We engage in network staking, validator participation, liquidity provisioning, and strategic initiatives intended to contribute to the

long-term sustainability of decentralized protocols within its portfolio.

BERA Treasury Strategy

of a BERA Treasury Policy

October 2025, we adopted a treasury policy (the “Treasury Policy”) under which a significant portion of treasury assets may

be on the balance sheet is allocated to digital assets, of which BERA is currently the principal digital asset holding.

In October 2025, our Board of Directors

(the “Board”) created a Digital Assets Committee to oversee our Treasury Policy.

addition to operating a reduced-scale legacy wholesale / distribution business through an asset-light drop-ship model, our management

has focused its resources in accordance with the Treasury Policy and a significant portion of the balance sheet has been allocated to

holding BERA in our digital asset treasury.

BERA is our principal digital asset holding under our Treasury Policy.

As a result, our assets are highly concentrated in a single digital

Adverse developments specific to BERA, its protocol, or its ecosystem could have a disproportionate impact on our financial condition

and results of operations.

To mitigate price risk, we may from time to time hedge our BERA exposure in whole or in part using a combination

of call options, put options, total return swaps, futures, or other derivative instruments executed through regulated or institutional-grade

counterparties.

However, there can be no assurance that such hedging strategies will be available at favorable terms, executed without

market impact, or sufficient to offset adverse price movements in BERA.

Our Treasury Policy is intended to support treasury management, liquidity,

and capital allocation through the following:

utilizing capital markets issuances, including the issuance of both equity and convertible debt, where we may issue capital to support our Treasury Policy, liquidity objectives, and other corporate purposes, including acquisition of BERA;

purchasing BERA, either through open market purchases, block trades, or other negotiated transactions, including both locked and unlocked BERA;

actively participating in staking, validator activities, and limited decentralized finance (“DeFi”) strategies, subject to risk management controls and governance oversight;

selling our BERA holdings, whether on the open market, through block trades, or other negotiated transactions, for liquidity management, treasury rebalancing, risk management, or other corporate purposes, when legally permissible and approved under the Company’s governance framework.

and the Berachain Ecosystem

is a decentralized, open-source, EVM-compatible layer-1 blockchain engineered for high throughput, low latency, and full compatibility

with Ethereum tooling, smart contracts, and infrastructure.

This design enables seamless porting of Ethereum decentralized applications

(“dApps”) and allows Berachain to adopt major Ethereum upgrades with minimal friction, providing developers immediate access

to a growing, high-performance alternative network.

utilizes a novel proof of liquidity consensus mechanism (“PoL”) that integrates network security with active liquidity provisioning.

The network revolves around three core participant groups:

who are responsible for securing the network by proposing and attesting to new blocks in

exchange for network rewards;

comprising of individuals and organizations that use Berachain for a variety of purposes

(e.g., transferring value, interacting with dApps and participating in DeFi protocols);

worldwide who are contributing to the Berachain protocol by building dApps and creating new

use cases for the network.

PoL consensus model utilizes a dual-token model, each as described below:

is the native gas and staking token on the Berachain protocol.

It is used to pay transaction

fees and execute smart contracts.

Validators stake BERA to participate in the PoL consensus

mechanism, with the top 69 validators holding the highest staked amount of BERA forming the

set of active validators eligible to earn block rewards.

is a non-transferable token on the Berachain protocol.

It is emitted only to validators as

part of block rewards and is earned solely through on-chain participation in PoL.

must stake BGT to specific dApps’ reward vaults in order to direct the allocation of

future BGT emissions by the Berachain protocol.

A dApp reward vault that receives delegated

BGT may distribute that BGT to users in exchange for predefined actions, such as providing

liquidity, executing trades, or interacting with protocol features.

Any holder of BGT may

burn it on a 1:1 basis to mint an equivalent amount of BERA.

these two tokens, PoL is designed to create a network incentive flywheel whereby validators stake BERA to secure the blockchain and earn

BGT through block production, then stake or delegate BGT to dApps to direct future emissions.

dApps in turn award BGT to users for liquidity

provisioning or protocol usage, and users can burn BGT 1:1 for BERA.

holders may stake their BERA tokens to participate in the PoL consensus mechanism.

By staking BERA, participants contribute to network

security, and earn yield from PoL incentive redirections, thereby reinforcing the economic foundation of the Berachain network.

Thousands of digital assets have been developed since the inception of Bitcoin, which is currently the most developed

digital asset because of the length of time it has been in existence, the investment in the infrastructure that supports it, and the network

of individuals and entities that are using Bitcoin in transactions.

BERA has enjoyed some success in its limited history, the aggregate value of outstanding BERA is much smaller than that of Bitcoin and

many other digital assets and may be further eclipsed by the more rapid development of other digital assets.

We operate in a competitive

environment and compete against other companies and other entities with similar strategies, including companies with significant holdings

in other digital assets .

currently intend to self-custody our BERA, utilizing secure multi-party computational (“MPC”) wallets offered by Fireblocks,

an institutional digital assets platform that allows users the ability to build custody workflows with embedded maker/checker steps,

enforceable trade limits, and recovery capabilities.

In light of the significant amount of BERA tokens we intend to accumulate, we expect

to continually evaluate and implement self-custody best practices as well as, if deemed desirable, third-party digital asset custody

We may increase our BERA position over time through purchases, staking,

validator activities, and other permitted treasury activities.

Under our Treasury Policy, a portion of our BERA may be allocated to select

DeFi protocols, subject to legal, compliance, and control requirements.

We may also delegate a portion of our BERA to Berachain’s

native staking protocol, through which we may earn rewards that can be used for general corporate purposes.

Further, we may from time

to time operate one or more validators to help secure the network.

As a validator, we will be entitled to (1) earn gas fees and priority

(2) collect incentives provided by dApp and protocol developers for directing BGT rewards to their respective rewards vaults;

(3) receive a base block reward anytime we successfully propose a block.

and other digital assets are relatively novel and the application of state and federal securities laws, taxes and other laws and regulations

to digital assets is unclear in certain respects.

Depending on the regulatory characterization of BERA, the markets for cryptocurrency

in general, and our activities in particular, our business and our BERA acquisition strategy may be subject to regulation by one or more

regulators in the United States and globally.

federal government, states, regulatory agencies, and foreign countries may also

enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions related to digital assets.

executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others, have been active in

recent years, and in the U.K., the Financial Services and Markets Act 2023, or FSMA 2023, became law.

Moreover, the regulatory status

of digital asset treasury companies like us is currently uncertain.

We will continue to monitor laws and regulations related to digital

assets to determine any compliance changes that we need to make.

Ongoing and future regulatory actions may alter, to a materially adverse

extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions

in these markets, and our ability to pursue our BERA strategy in line with our Treasury Policy.

around the world have reacted differently to digital assets;

certain governments have deemed them illegal, and others have allowed their

use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain

and evolving regulatory requirements.

For example, within the past few years:

Trump has signed an Executive Order instructing a working group comprised of representatives

from key federal agencies to evaluate measures that can be taken to provide regulatory clarity

and certainty built on technology-neutral regulations for individuals and firms involved

in digital assets, including through well-defined jurisdictional regulatory boundaries, and

this working group submitted a report with regulatory and legislative proposals on July 30,

January 2025, the SEC announced the formation of a “Crypto Task Force,” which

was created to provide clarity on the application of the federal securities laws to the crypto

asset market and to recommend policy measures with respect to digital asset security status,

registration and listing of digital asset-based investment vehicles, and digital asset custody,

lending and staking;

May 2025, the SEC issued a statement providing its view that certain staking activities on

blockchain networks that use protocol staking activities do not involve the offer or sale

of securities under the Securities Act of 1933 or the Securities Exchange Act of 1934;

April and August 2024, Uniswap Labs and OpenSea, respectively, publicized that they had each

received a Wells Notice from the SEC, notifying them that the SEC was planning to recommend

legal action against them based on allegations that they operate as unregistered securities

however, in February 2025 each of Uniswap Labs and OpenSea announced that the

SEC had closed their investigations without taking any enforcement action;

November 2023, Binance Holdings Ltd.

and its then chief executive officer reached a settlement

with the U.S.

Department of Justice, the Commodity Futures Trading Commission (the “CFTC”),

Department of Treasury’s Office of Foreign Asset Control, and the Financial

Crimes Enforcement Network (“FinCEN”) to resolve a multi-year investigation by

the agencies and a civil suit brought by the CFTC, pursuant to which Binance agreed to, among

other things, pay $4.3 billion in penalties across the four agencies and to discontinue its

operations in the United States;

European Union adopted Markets in Crypto Assets Regulation, a comprehensive digital asset

regulatory framework for the issuance and use of digital assets;

June 2023, the United Kingdom adopted and implemented the Financial Services and Markets

Act 2023, which regulates market and promotional activities in “cryptoassets;”

China, the People’s Bank of China and the National Development and Reform Commission

have outlawed cryptocurrency trading activities and declared all cryptocurrency transactions

illegal within the country.

digital assets have grown in both popularity and market size, there has been increasing focus on the operations of digital asset networks,

digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to launder the

proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed

in response to the ongoing conflict between Russia and Ukraine.

state, federal and international agencies have issued consumer

advisories regarding the risks posed by digital assets to investors.

In addition, federal and state agencies, and other countries have

issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities

related to digital assets.

If we are found to have purchased or sold any of our BERA to or from bad actors that have used BERA to launder

money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in BERA by

us may be restricted or prohibited.

CFTC takes the position that some digital assets fall within the definition of a “commodity” under the Commodities Exchange

Act of 1936, as amended (the “CEA”).

Under the CEA, the CFTC has broad enforcement authority to police market manipulation

and fraud in spot digital assets markets in which we may transact.

Beyond instances of fraud or manipulation, currently, the CFTC generally

does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage,

or financing.

Congress is contemplating multiple bills related to digital assets and the digital assets market, including by specifying the

regulatory oversight authority for the applicable regulators and defining key concepts related to digital assets.

In particular, the

Digital Asset Market Clarity Act of 2025 (“Clarity Act”), previously passed by the U.S.

House of Representatives, is expected

to, if promulgated into law, define a digital asset that is intrinsically linked to and derives value from use in a blockchain system

as a “digital commodity”, and provide for certain exclusions or exemptions for digital commodities from being treated or

regulated as a “security.” Under the CLARITY Act, the CFTC will have primary regulatory oversight authority over spot digital

Similarly, the Responsible Financial Innovation Act currently under discussions in the U.S.

Senate would give the CFTC jurisdiction

over any agreement, contract or transaction involving certain qualifying digital assets.

Neither the CLARITY Act nor the Responsible

Financial Innovation Act have been passed or signed into law, and will require further rules to be promulgated to implement.

CFTC regulations and CFTC oversight and enforcement authority continue to apply with respect to futures, swaps, other derivative products

and certain retail leveraged transactions involving digital assets.

On July 18, 2025, the Guiding and

Establishing National Innovation for U.S.

Stablecoins Act of 2025 (“GENIUS Act”) was enacted, establishing a federal regulatory

framework for payment stablecoins.

The GENIUS Act will become effective on July 18, 2028.

The GENUIS Act prohibits the issuance or use

of payment stablecoins unless the issuer obtains a qualifying license and complies with a range of regulatory requirements, including

reserve backing with liquid assets, redemption rights, governance standards, and operational transparency.

The GENIUS Act also restricts

the payment of interest on stablecoins and imposes oversight on both bank and nonbank issuers.

The enactment of the GENIUS Act, or the

removal or migration of prominent stablecoins from the BERA network, could reduce the willingness of market participants to engage in

digital asset transactions that rely on stablecoins, diminish liquidity in the BERA market, and adversely affect the price of BERA.

such developments could, in turn, materially and adversely impact our value.

activities involving BERA and other digital assets may fall within the jurisdiction of more than one financial regulator and various

courts and such laws and regulations are rapidly evolving and increasing in scope.

Digital asset treasury strategy and BERA treasury policy

October 23, 2025, the Board approved a treasury policy that designates BERA, the native digital asset of the Berachain network, as the

principal digital asset within our treasury strategy.

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.

Our asset treasury strategy consists of acquiring, holding, and managing exposure to BERA as a primary treasury

reserve asset.

connection with the October 2025 PIPE transaction, we agreed to certain contractual transfer restrictions on a portion of its BERA holdings.

As of December 31, 2025, while these contractual provisions were in place, no operational lockup mechanism had been implemented, and

we retained the ability to utilize such BERA, including for staking activities.

An operational lockup mechanism was implemented in mid-February

2026, with restrictions scheduled to expire on April 23, 2026.

Management concluded that, as of December 31, 2025, these contractual

provisions did not impact the fair value measurement or classification of the Company’s BERA holdings.

addition, we hold U.S.

dollar-denominated stablecoins classified as cash equivalents and used for liquidity management and working capital

We may deploy BERA into validator infrastructure, staking arrangements, or other ecosystem activities, subject to governance

approval, risk management protocols, and market conditions.

We may acquire and hold BERA as a primary digital asset as part of the treasury

strategy, subject to liquidity needs, market conditions, and Board-approved risk parameters;

near-term plans do not include allocating

treasury assets to other digital assets, which increases concentration risk.

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:

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;

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.

manage treasury risk, we may selectively use hedging instruments such as options, swaps, or futures with institutional-grade counterparties,

subject to availability and cost.

We 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.

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.

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 14, “Subsequent Events,”

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

Business Overview and Strategic Transition

Historically,

we operated a wholesale and distribution platform focused on the sale of premium accessories, vape devices, and related lifestyle products

through a combination of warehouse-based fulfillment and direct-to-consumer channels.

fiscal year 2025, we materially reduced this legacy operating footprint, substantially exited warehouse inventory as of December 31,

2025, and transitioned the remaining commerce business to an asset-light, drop-ship model.

We exited our warehouse operations by the

end of February 2026 and reduced headcount associated with legacy operations through March 2026.

As a result, the wholesale and distribution

segment continues to operate at a significantly reduced scale and is no longer the primary driver of our financial performance.

the fourth quarter of 2025, we completed a private investment in public equity (“PIPE”) financing with digital asset-focused

investors and deployed the proceeds into digital assets, including BERA and U.S.

dollar-denominated stablecoins.

our business and capital allocation strategy is focused on a digital asset treasury model focused on acquisition, staking, validator

participation, and strategic deployment of digital assets.

of December 31, 2025, a substantial majority of our assets consisted of digital assets and cash equivalents, including U.S.

dollar-denominated

Our financial condition, liquidity, and results of operations are therefore significantly influenced by digital asset market

conditions and fair value remeasurement.

financial results primarily reflect digital asset-related activities, with legacy wholesale and distribution operations representing

a reduced and non-core component of the business.

Restructurin g

executed a series of restructuring initiatives during 2024 and 2025 in connection with our transition away from a warehouse-based distribution

model and ultimately toward a digital asset treasury strategy.

These actions were focused on eliminating working capital intensity, reducing

fixed costs, and repositioning the business.

key initiatives include:

Enhancements:

Continued investment in e-commerce platforms to support an asset-light, drop-ship operating model.

Footprint Rationalization:

The Company exited its warehouse operations by February 28, 2026 and eliminated its physical distribution

We significantly reduced headcount associated with legacy warehouse and distribution operations through March 2026.

We disposed of substantially all inventory and recorded reserves resulting in a net inventory balance of zero as of December

Simplification:

We streamlined our commercial organization to align with a reduced-scale, asset-light e-commerce model.

Portfolio Rationalization:

We reduced focus on owned product lines and prioritized third-party fulfillment partnerships.

Capital was redeployed from legacy operating activities into digital asset treasury investments, including BERA and stablecoins.

believe these actions have significantly reduced operating costs, eliminated working capital requirements associated with inventory,

and repositioned the Company to execute on our digital asset treasury strategy.

2024 and 2025, we received capital from various sources that supported the restructuring of legacy operations and the establishment of

its digital asset treasury strategy.

year 2025 reflects a substantial strategic transition.

As a result, comparisons to prior periods are affected by the reduction of legacy

warehouse and inventory activity, the monetization and write-off of inventory, the reserve of certain legacy receivables, and the introduction

of fair value accounting for digital assets.

Holdings, Inc.

1 unchanged sentence

the “Company”, “we”, “us”, and “our”) was formed as a Delaware corporation on May 2,

We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”) of

shares of our Class A common stock on April 23, 2019 and other related transactions in order to carry on the business of Greenlane Holdings,

LLC (the “Operating Company”).

The Operating Company was organized under the laws of the state of Delaware on September 1,

2015, and is based in Boca Raton, Florida.

Refer to “Note 1—Business Operations and Organization” within Item 8 for

further information on the Company’s organization and the IPO and related transactions.

We are the sole manager of the Operating

Company and, as of December 31, 2023, owned a 100% interest in the Operating Company.

Business Relating to the Cannabis Industry

we do not cultivate, distribute or dispense marijuana as that term is defined by the Controlled Substances Act, several of the products

we distribute, such as vaporizers, pipes, rolling papers, and packaging solutions, can be used with marijuana or marijuana derivatives,

as well as several other legal substances.

believe the global cannabis industry is experiencing a transformation from a state of prohibition toward a state of legalization.

expect the number of states, countries, and other jurisdictions legalizing cannabis for medical and adult use will continue to increase,

which will create numerous opportunities for market participants, including us.

North American Cannabis Landscape

States and Territories.

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

An additional seventeen states have legalized medical

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

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

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

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

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

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

Schedule I to Schedule III controlled substance.

On May 16, 2024, the U.S.

Drug Enforcement Administration (the “DEA”) issued

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

Schedule III classification

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

to a Schedule III drug would thereby loosen DEA restrictions.

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

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

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

Our business depends partly on continued purchases by businesses

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

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

18.5% growth (XYZ Cannabis Market Report 2023).

The number of U.S.

states with legalized cannabis increased from 18 in 2022 to 23 in

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

The cannabis consumers base for legal cannabis

has expanded notably across all regions.

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

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

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

The Cannabis Act (the “Cannabis Act”)

currently governs the production, sale and distribution of medical cannabis and related oil extracts in Canada.

April 13, 2017, the Government of Canada introduced Bill C-45, which proposed the enactment of the Cannabis Act to legalize and regulate

access to cannabis.

The Cannabis Act proposed a strict legal framework for controlling the production, distribution, sale and possession

of medical and recreational adult-use cannabis in Canada.

On June 21, 2018, the Government of Canada announced that Bill C-45 received

Royal Assent.

On July 11, 2018, the Government of Canada published the Cannabis Regulations under the Cannabis Act, which has been subsequently

The Cannabis Regulations provide more detail on the medical and recreational regulatory regimes for cannabis, including regarding

licensing, security clearances and physical security requirements, product practices, outdoor growing, packaging and labelling, cannabis-containing

drugs, document retention requirements, reporting and disclosure requirements, the new access to cannabis for medical purposes regime

and industrial hemp.

The majority of the Cannabis Act and the Cannabis Regulations came into force on October 17, 2018, with additional

Cannabis regulations coming into effect on October 17, 2019.

the Cannabis Act provides for the regulation by the federal government of, among other things, the commercial cultivation and processing

of cannabis for recreational purposes, it provides the provinces and territories of Canada with the authority to regulate in respect

of the other aspects of recreational cannabis, such as distribution, sale, minimum age requirements, places where cannabis can be consumed,

and a range of other matters.

governments of every Canadian province and territory have implemented regulatory regimes for the distribution and sale of cannabis for

recreational purposes.

Most provinces and territories have announced a minimum age of 19 years old, except for Alberta, where the minimum

age will be 18.

Certain provinces, such as Ontario, have legislation in place that restricts the packaging of vapor products and the

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

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

Market Reports).

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

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

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

European Cannabis Landscape

population is larger than that of the U.S.

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

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

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

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

has been widely reported that other countries are considering following suit.

Additionally, certain countries in Europe, including Germany,

which approved a plan to legalize some recreational cannabis use in August 2023, are considering the adoption of laws that would legalize

cannabis for adult use.

Drivers for the Legal Cannabis Industry

factors have driven the growth of the legal cannabis industry.

Legislative changes have been pivotal, with ongoing legalization efforts

in various regions contributing to market expansion.

For instance, recent legislation in Germany is set to make it the largest cannabis

market in Europe.

Medical advancements have also played a crucial role, with increasing acceptance of cannabis for medical purposes driven

by research and positive patient outcomes, particularly in Europe where medical cannabis programs are rapidly expanding.

Consumer trends

towards wellness and natural products have boosted demand for cannabis-based products such as CBD oils, edibles, and topicals.

benefits have been significant, with governments recognizing the potential for job creation, tax revenues, and reduced law enforcement

and incarceration costs related to cannabis offenses.

Additionally, technological innovations in cultivation techniques, product development,

and delivery methods have enhanced product quality and consumer experience, further driving market growth.

of cannabis, herbs, flavored compounds, aromatherapy oils, and nicotine require the types of products we distribute, including vaporizers,

pipes, rolling papers and packaging.

Producers of cannabis products are able to source compliant packaging, vape hardware, and other

products needed in the manufacturing and distribution stages of the supply chain.

We believe we distribute the “picks & shovels”

for these rapidly growing industries and producers.

As the world of cannabis and its respective aesthetic continues to expand, we strive

to keep our product mix relevant, popular, and innovative;

offering an array of products from vaporizers, grinders, pipes and other inhalation

devices to storage solutions, to rolling papers and even apparel lines.

As our product offerings continue to develop, we expect our revenue

by categories to increase accordingly.

Delivery Methods

are two prevalent types of inhalation methods for cannabis and nicotine:

combustion and vaporization.

Vaporizers are devices that heat

materials to temperatures below the point of combustion, extracting the flavors, aromas and effects of dry herbs and concentrates in

the form of vapor.

Measured by revenue, vaporizers are our largest product category.

Science and Popularity of Vaporization

continue to increase in popularity and as a preferred method of consumption among a variety of demographics of consumers.

They have elements

that are designed to quickly heat material, causing vaporization to occur without the carbon dioxide that

is typically generated through combustion.

The vapor byproduct is then immediately inhaled through the mouthpiece on the device

itself, or through a hose or an inflatable bag.

Vaporizers can heat a variety of dry materials, viscous liquids and waxes, and provide

a convenient way for users to consume the active ingredient such as tobacco, nicotine extracts, legal herbs, hemp-derived CBD, aromatherapy

oils, cannabis, and propylene glycol and glycerin blends.

Consumers have a wide array of vaporization devices at their disposal, which can be broadly categorized into two primary

desktop and portable vaporizers.

Our vaporizer portfolio spans just shy of 200 distinct products across 12 brands.

Vaporizers were first developed as desktop models that were powered through traditional electric power sources.

vaporizers are capable of heating the material to a more precise temperature choice determined by the consumer or as advised by a health

practitioner.

With the development of lithium batteries, vaporizers have now become portable.

Technological advances are resulting

in lighter, sleeker, and more visually appealing units that are capable of quickly heating material to the user’s desired temperature

Portable vaporizers, of which vape pens are a sub-set, are differentiated by many features, including output, battery life,

recharge time, material, capacity, and design.

Methods of Consumption.

In addition to vaporizers, consumers have a wide array of methods of consumption at their disposal, including

hand pipes, water pipes, rolling papers, and oral and topical delivery methods.

and Water Pipes.

We offer a diverse portfolio of over 200 hand and water pipes across five brands, including products within our

Greenlane Brands.

Many display iconic, licensed logos and artwork, as pipes have grown into an artistic expression and are available

in countless creative forms and functionality.

Hand pipes are small, portable and simple to use, and function by trapping the smoke produced

from burning materials.

Water pipes include large table-top models, bubblers and rigs, and incorporate the cooling effects of water to

the burning materials before inhalation.

Rolling papers are a traditional consumption method used to smoke dried plant material in a “roll-your-own” application.

These include papers, cones and wraps.

Our rolling papers category is comprised of over 100 products across two unique brands, not including

accessories such as rolling trays or tips.

Competitive Strengths

attribute our success to the following competitive strengths:

Clear Market Leader in an Attractive Industry.

are a global platform for the development and distribution of premium cannabis accessories, packaging, vape solutions, and lifestyle

products, reaching thousands of retail locations, including, licensed cannabis dispensaries, smoke shops, head shops, and specialty retailers.

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

well as PuffItUp.com..

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

We operate storefronts on Amazon, Ebay, Etsy, and other online high traffic marketplaces.

Knowledge and Understanding.

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

desires in our business channels.

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

advertisers and the marketplace.

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

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

Comprehensive

and Best-in-Class Product Offering.

offer a curated portfolio of products and accessories across many major categories with diverse, best-in-class offerings that cater to

our customers’ needs.

This comprehensive and best-in-class product offering creates a “one-stop shop” for many of our

customers and positively distinguishes us from our competitors.

In addition, we have carefully cultivated a portfolio of well-known brands

and premium products and have helped many of the brands we distribute to become established names in the industry.

Entrepreneurial

believe our entrepreneurial, results-driven culture fosters highly dedicated employees who provide our customers with superior service.

We invest in our talent by providing ongoing training and have successfully developed programs that provide comprehensive product knowledge

and tools needed to have a unique understanding of our customers’ goals and decision-making processes.

We believe we offer superior services and solutions due to our comprehensive product offering, proprietary industry data and analytics,

product expertise and quality of service.

We deliver products to our customers in a precise, safe and timely manner with complementary

support from our dedicated sales and service teams.

In 2022, we launched our new business to business (“B2B”) customer portal

at Wholesale.Greenlane.com which provides our business customers seamless access to our catalog of products for purchase 24-hours a day,

365 days a year.

Consumers can access our products easily by purchasing from our e-commerce properties or access many of our products

via large marketplaces such Amazon.

Our industry knowledge, market reach, and resources allow us to establish trusted relationships with many industry suppliers.

management team makes tremendous efforts to establish and build these key relationships to help ensure Greenlane has a strong supply

chain established for in-demand products at favorable pricing.

Our suppliers can be categorized into two buckets, factories that produce

our Greenlane Brand’s products, as well as some generic products, and other third party branded products (who either manufacture

themselves or outsource production) that Greenlane will, in essence, resell.

While we purchase our products from over 150 suppliers,

a significant percentage of our net sales is dependent on sales of products from a small number of key suppliers, which is why strong

relationships are essential to our future success.

An important reason we have elected to focus on our Greenlane Brands is, since we

own the brand itself (or license it), we can control which factory produces our products.

Generally, there are a variety of capable factory

partners and we are able to leverage our Greenlane Brands to negotiate better pricing and service.

When reselling an established third-party

brand’s products, we are somewhat beholden to the one supplier who owns or distributes that brand.

However, we do believe there

is a trend of third-party branded suppliers in our industry to consolidate their relationships to do more business with fewer distribution

We believe our established track record, historical relationships, ability to be value-added, and overall size and scale position

us to benefit from this trend.

We aim to recruit best-in-class talent to join our Greenlane team.

We provide our employees with an entrepreneurial culture, a safe,

fun and fast-paced work environment, financial incentives and career development opportunities.

and Proven Management Team Driving Organic and Acquisition Growth.

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

Our management team features vast relevant

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

In addition, our management team has expertise in accounting and

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

Operating Strategies

intend to leverage our competitive strengths to increase shareholder value through the following core strategies:

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.

Our key initiatives include:

Enhancements:

We remain fully committed to improving our technology, particularly our B2B and e-commerce platforms, to provide a

seamless shopping experience for our wholesale and retail customers.

Footprint Rationalization:

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

operational efficiency and improving fulfillment practices.

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

employees as we collectively right-size the business.

Structure Optimization:

We continue to reduce our overall cost structure while improving margins.

In April 2023, we formed two strategic

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

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

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

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

Force Upgrade:

We have upgraded and will continue to upgrade our sales force from a solely account management centric team to a skilled

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

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

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

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

reduce stockouts of our high demand third-party brands, invest in marketing and sales, and improve our product offerings.

believes that these initiatives will significantly reduce costs, help accelerate the Company’s path to profitability, support business

growth, and allow the Company to reinvest capital into its highest demand and highest potential product lines.

2023, 2024 and 2025, the Company received capital from various sources permitting it to right-size the business and position the company for

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

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

2023 and 2024 we completed several initiatives to optimize our working capital requirements due to our inability to access capital markets

on equitable terms and stock-outs and shortages of higher velocity inventory.

April 2023, we entered into two strategic partnerships.

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

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

On August 8, 2024 the Company terminated its strategic partnership with MJ Packaging and is resuming its business as a direct

provider of packaging solutions to the cannabis industry.

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

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

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

As part of the Vape Partnership, we will

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

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

If our Vape Partner and key customer(s) enter

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

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

In exchange we would

earn quarterly and annual commission payments from our strategic partner.

While the strategic partnership may result in a decrease in

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

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

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

with our vendors and suppliers.

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

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

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

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

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

In consideration for the acquisition, all parties entered

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

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

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

of certain consulting and employment agreements.

February 19, 2025, Greenlane Holdings, Inc.

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

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

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

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

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

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

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

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

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

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

The Series A Warrants are exercisable following

stockholder approval and expire five (5) years thereafter.

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

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

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

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

The Series B Warrants are exercisable following stockholder approval

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

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

as described in the Series B Warrant.

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

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

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

A World-Class Portfolio of Products.

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

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

Our brand development is based

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

We leverage our

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

in thousands of retail stores.

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

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

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

PACT Act Exemption

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 currently have the ability

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

experience for approved wholesale customers.

Our Operating Margins.

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

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

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

We are focused on converting more

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

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

Transacting a higher percentage of our sales through automated

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

Upon Strong Customer and Supplier Relationships to Expand Organically.

North American footprint and broad supplier relationships, combined with our regular interaction with our large and diverse customer

base, provides us key insights and positions us to be a critical link in the supply chain for premium vaporization products and consumption

Our suppliers benefit from access to thousands of brick and mortar retail locations as we are a single point of contact

for improved production, planning and efficiency.

Our customers, in turn, benefit from our market leadership, talented sales force, broad

product offerings, high inventory availability, timely delivery and exceptional customer service.

We believe our strong customer and

supplier relationships will enable us to expand and broaden our market share in the premium vaporization products and consumption accessories

marketplace and expand into new categories.

the Employer of Choice.

it comes to attracting and retaining top talent, Greenlane strives to be the employer of choice.

At Greenlane we are committed to creating

valuable career opportunities for our employees, supporting them and fostering a culture that invites and encourages diverse opinions

This work is grounded in the belief that we are at our best when we create inclusive, supportive and welcoming environments,

where we uplift one another with dignity, respect and kindness.

We are focused on ensuring our employees see Greenlane as a home of possibility

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

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

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

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

We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”)

of shares of our Class A common stock, $0.01 par value per share (“Class A common stock”), in order to carry on the business

of Greenlane Holdings, LLC (the “Operating Company”).

The Operating Company was organized under the laws of the state of

Delaware on September 1, 2015, and is based in Boca Raton, Florida.

Refer to “Note 1—Business Operations and Organization”

within Item 8 for further information on the Company’s organization and the IPO and related transactions.

We are the sole manager

of the Operating Company and we own a 100% interest in the Operating Company.

Operating Priorities

near-term operating priorities are:

execution of the Company’s digital asset treasury strategy and related governance framework,

of liquidity and capital flexibility,

reduction and simplification of residual legacy operating activities, and

of vapor.com and related legacy commerce activities through an asset-light drop-ship model.

Company does not currently operate a warehouse-based wholesale model and no longer maintains material inventory.

Legacy commerce activities

are managed for efficiency, customer continuity, and liquidity rather than growth.

Company’s remaining legacy commerce operations are conducted primarily through vapor.com and related channels using a drop-ship

Third-party partners handle inventory, fulfillment, and shipping, while the Company retains control over customer relationships,

digital marketing, and certain sales activities.

This business is non-core and significantly smaller than in prior periods.

In 2025, the Company completed

capital raises that supported both the restructuring of legacy operations and the establishment of its digital asset treasury strategy.

Additional information regarding these financings is included in Item 7 and the notes to the consolidated financial statements.

On February 19, 2025, we consummated

a private placement (the “Private Placement”) pursuant to a securities purchase agreement (“Purchase Agreement”)

with institutional investors (the “Purchasers”) for the purchase and sale of approximately $25.0 million of shares of the

Company’s Class A common stock (the “Common Stock”) and investor warrants at a price of $892.50 per Common Unit.

entire transaction was priced at the market under Nasdaq rules.

The offering consisted of the sale of Common Units (or Pre-Funded Units),

each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant, (ii) one (1) Series A PIPE Common Warrant to purchase

one (1) share of Common Stock per warrant at an exercise price of $2,231.25 (the “Series A Warrant”) and (iii) one (1) Series

B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $2,231.25 (the “Series B Warrant”

and together with the Series A Warrant, the “Warrants”).

The initial exercise price

of each Series A Warrant is $2,231.25 per share of Common Stock.

The Series A Warrants are exercisable following stockholder approval

and expire five (5) years thereafter.

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

in more detail in the Series A Warrant.

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

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

“Registration Rights Agreement”), pursuant to which we are required to file a registration statement covering the resale

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

October 20, 2025, we also entered into subscription agreements (the “Cryptocurrency Subscription Agreements”) with

certain accredited investors (the “Cryptocurrency Subscribers”) pursuant to which the Company agreed to sell and issue

to the Cryptocurrency Subscribers in a private placement offering (the “Cryptocurrency Offering”) pre-funded warrants

(the “Cryptocurrency Pre-Funded Warrants”) to purchase 15,504,902 shares of Common Stock which the native digital asset

of the Berachain blockchain, BERA, will be valued for purposes of the Cryptocurrency Subscription Agreements at $1.9477 for

Cryptocurrency Subscribers (based on the seven day trailing VWAP using Binance 1-hour Kline data), or $0.9836 in the case of the

Berachain Foundation (representing a 49.5% discount).

The Pre-Funded Warrants have an exercise price of $0.01 per share.

Cryptocurrency Offering, the Cryptocurrency Subscribers tendered either Unlocked BERA tokens or Locked BERA tokens to the Company as

consideration for the Cryptocurrency Pre-Funded Warrants.

Certain of the Cryptocurrency Pre-Funded Warrants are subject to lock-up agreements and become exercisable on April 18, 2026.

On October 23, 2025, we closed

a $110 million private placement consisting of cash subscriptions and crypto denominated subscriptions in support of a BERA focused treasury

strategy ( the “BERA Private Placement”).

The closing delivered approximately $24.3 million of net cash proceeds and approximately

$19.0 million of stablecoin proceeds in USDT and USDC, and held approximately 54.2 million BERA at closing.

As compensation to the placement

agent, we paid the placement agent a commission equal to 2% of the BERA Private Placement (or 1.0% placement commission for any investors

introduced by the Company, Polychain Capital LP or the Berachain Foundation (or any affiliate of any of the foregoing) to the placement

agent), plus an additional $5 million.

Beginning with periods after October 23, 2025, in-scope crypto assets will be measured at fair

value with changes recognized in net income.

Advisory warrants totaling 5,264,752 shares of common stock were also issued in connection with our transition to a digital asset treasury

strategy and board service.

These advisory warrants become exercisable on April 23, 2026.

We used the majority of proceeds

to acquire BERA and to establish digital asset treasury operations, with approximately $3.0 million earmarked for legacy operations.

In connection with the October

2025 private placement, the Company paid customary placement agent fees and expense allowances and issued placement agent warrants to

Aegis Capital Corp.

or its designees.

Capital Resources

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

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

our employees are represented by a labor union.

of March 17, 2026, we had eleven full-time employees.

Approximately ten were employed in the U.S., and one was employed in the Bahamas.

None of our employees are represented by a labor union.

We have never experienced a labor-related work stoppage.

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

cost savings.

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

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

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

We aim to recruit, train, promote and retain the most talented and success-driven personnel in the industry.

Our industry knowledge and

scale provide opportunities for our employees to obtain structured training and career path opportunities across all departments and

We are a company that operates with three core values:

never settle, never follow, and never disrespect.

and Engagement

exist to elevate all elements of the consumption experience.

We are the driving force behind broadening accessibility to best-in-class

ancillary products.

We cultivate a passionate culture that empowers our team to thrive within our rapidly evolving industry.

never settle, never follow, and never disrespect.

We envision a world where humanity is free to enjoy mother nature’s magic,

and we pledge that each of our employees will play an integral role in helping us make our vision a reality.

we do is powered by our vision and core values and our culture reflects that.

As a result, we enjoy a highly motivated and skilled workforce

committed to our company.

We send out regular employee engagement surveys, and in consultation with our employees we have addressed several

opportunities to further improve our culture.

By being open, honest, and transparent, our employees feel more actively engaged in our

Rewards, Pay Equity and Retention

strive to attract and retain diverse, high caliber employees who raise the talent bar by offering competitive compensation and benefit

packages, regardless of their gender, race, or other personal characteristics.

We regularly review and survey our compensation and benefit

programs against the market to ensure we remain competitive in our hiring practices.

We provide employee salaries that are competitive

and consider factors such as an employee’s role and experience, the location of their job and their performance.

We also encourage,

support, and compensate our employees based on our philosophy of recognizing and rewarding exceptional performance.

We believe that performance

and development is an ongoing process in which all employees should be active participants.

Individual and company key performance goals

are linked to employee compensation, and we have begun work on a Greenlane Learning and Development curriculum that will include a blended

approach to both in person and virtual learning.

Business-to-Business .

We operate in an evolving industry in which the market and its participants remain highly fragmented.

Although it is difficult to find

reliable independent research, we believe there is a vast number of potential B2B customers in North America comprised of licensed cannabis

dispensaries, smoke shops, and specialty retailers.

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

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

We successfully reach our B2B customers

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

merchandise planning strategies and exceptional customer service.

Among vaporizer product distributors, we compete against both suppliers

and other distributors.

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

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

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

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

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

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

customers to interact with us at their convenience.

Business-to-Consumer.

A number of suppliers of vaporizers and specialized consumption products and accessories operate their own e-commerce websites through

which they sell their items directly to end consumers.

Additionally, there are hundreds of websites that sell products similar to those

we offer in North America, Europe, Australia and other parts of the world.

We believe we compete effectively with other e-commerce websites.

Further, we provide fulfillment services to the owners of some of these websites as they do not carry their own inventory, are not able

to ship as efficiently as we do and are unable to meet certain regulatory requirements, such as sales tax collection.

Our primary e-commerce

website, Vapor.com, ranks above many of our competitors’ websites in various search engine categories.

We believe our market knowledge,

large product selection, relationships with vaporizer brands, in-house search engine optimization teams, social media focus and distribution

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

Company has significantly reduced headcount in connection with the restructuring of its legacy wholesale and distribution

As of the filing date, the workforce is concentrated in treasury, finance, compliance, technology, and limited

e-commerce support functions.

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

3 unchanged sentences

Solely for convenience, trademarks and trade names referred

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

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

to in this Annual Report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that

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

and trade names.

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

In addition, this Annual Report contains trade names, trademarks and service marks of other companies that we do not

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

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

We believe our largest trademarks are widely recognized throughout the

world and have considerable value.

The duration of trademark registrations varies from country to country.

However, trademarks are generally

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

February 19, 2025, Greenlane Holdings, Inc.

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

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

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

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

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

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

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

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

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

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

The Series A Warrants are exercisable following

stockholder approval and expire five (5) years thereafter.

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

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

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

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

The Series B Warrants are exercisable following stockholder approval

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

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

as described in the Series B Warrant.

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

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

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

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

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

create significant opportunities for our business.

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

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

the public perceptions of our products, among other effects.

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

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

medical marijuana in Mississippi and South Dakota.

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

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

Although we cannot guarantee that state-level legalization will

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

Act is a significant indicator of potential regulatory changes.

This reclassification could have a profound impact on nationwide regulation,

boosting market confidence.

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

Additionally, as of 2022,

at least 31 states have adopted laws imposing taxes on vaporizers.

These taxes will result in increased prices to end consumers, which

may adversely impact the demand for our products.

We expect these taxes would impact our competitors similarly, assuming their compliance

with applicable laws.

Consolidated Appropriations Act, 2021, which was signed into law on December 27, 2020, contains provisions that prohibit the mailing

of electronic nicotine delivery systems (“ENDS”) through the United States Postal Service (“USPS”) and place

certain regulatory requirements on shipment of ENDS through other carriers.

Certain private carriers, including UPS and FedEx, also have

policies restricting or prohibiting the shipment of many vaporization products we sell.

On December 30, 2021, the USPS granted us an

exception that permits Greenlane to continue shipping ENDS business to business via the USPS.

This exception, combined with our use of

alternative carriers, permits us to continue shipping almost all of our products to the vast majority of our customers, provided that

we continue to meet all regulatory requirements.

While we currently retain our ability to ship products to customers, additional legal

or policy changes concerning the shipment of vaporizers could increase our costs materially and deprive us of our ability to timely deliver

certain products to certain types of customers.

executive offices are located at 1095 Broken Sound Parkway, Suite 100, Boca Raton, Florida 33487.

Our telephone number at our executive

offices is (877) 292-7660.

Company’s Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections

13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC.

We are subject

to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC.

We believe certain of our trademarks have continuing value.

of trademark registrations varies from country to country.

However, trademarks are generally valid and may be renewed indefinitely as

long as they are in use and/or their registrations are properly maintained.

Delisting Notice

On March 25, 2026, we received

a notification letter from the Listing Qualifications Department of Nasdaq (the “Delisting Notice”), notifying us that we

were not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market and its staff has determined

to delist our securities pursuant to its discretionary authority under Listing Rule 5550(a)(2).

Due to having effected two reverse stock

splits over the prior two-year period, we are not eligible for the 180-day period to regain compliance under Rule 4810(c)(3)(A).

to the Delisting Notice, we plan to appeal this determination before a Nasdaq Hearings Panel, staying the suspension of our common stock.

Reverse Stock Split

On March 25, 2026, our stockholders

approved an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our issued and outstanding

Common Stock at a ratio within a range of 1-for-5 to 1-for-15, with the final ratio and timing to be determined at the discretion of our

Board of Directors.

As of the date of issuance of these financial statements, the reverse stock split has not been effected.

Accordingly, our financial statements, including share and per share amounts, have not been

adjusted to reflect the reverse stock split.

We expect to effect the reverse

stock split shortly following the issuance of these financial statements.

BERA Holdings

As of February

27, 2026, following the adoption of the new digital asset treasury strategy, we held approximately 70.4 million units of BERA pursuant

to the strategic acquisition of approximately 9 million units of BERA between December 4, 2025 and February 27, 2026.

At the same time,

we also announced plans to deploy up to 50 million units of BERA into validator infrastructure on the Berachain network, comprising approximately

20 million units of BERA across two independently operated validators and up to 30 million units of BERA through a previously announced

partnership with Infrared Finance.

Token Transaction Agreements

On February 4, 2026, Greenlane

Subsidiary Inc.

(the “Subsidiary”), a wholly-owned subsidiary of the Company, entered into (a) a Token Purchase and Sale Agreement

(the “Purchase and Sale Agreement”) and (b) a Token Lending Agreement (the “Lending Agreement,” and together with

the Purchase and Sale Agreement, the “Transaction Agreements”) with Berachain Operations Corporation, a British Virgin Islands

Business Company (the “Counterparty”).

Pursuant to the Lending Agreement,

the Subsidiary (as Lender) may agree to lend to the Counterparty (as Borrower) an amount of USDC and/or USDT stablecoins (the “Lent

Tokens”) pursuant to loan confirmation agreements to be agreed between the parties from time to time, accruing interest at a rate

to be determined in such agreements.

The Counterparty intends to use the Lent Tokens to acquire BERA tokens in the open market or in privately

negotiated transactions from various counterparties.

Pursuant to the Purchase and

Sale Agreement, the Subsidiary (as Buyer) may request to purchase tranches of BERA tokens from the Counterparty (as Seller), pursuant

to tranche notices to be agreed between the parties from time to time.

The purchase price for each tranche is determined through a combination

of time-weighted average price and other pricing mechanics, including protective “market out” provisions.

Furthermore, the

Purchase and Sale Agreement permits flexible transaction sizing set within a pre-negotiated percentage range.

The Counterparty subsequently

informed the Company that it may, from time to time, conduct significant transactions with BSQD Corp.

(“BSQD”) to source BERA

to fulfill its obligations under the Purchase and Sale Agreement.

BSQD is an entity that is wholly owned by Ben Isenberg, Greenlane’s

Chief Investment Officer.

Any such transactions with BSQD would be conducted on an arm’s-length basis at prevailing market prices

and conditions.

Isenberg is considered a related party and the transactions described herein constitute a “related party transaction”

as defined by Item 404 of Regulation S-K.

Appointment of Chief Executive Officer

On February 11, 2026, the

Board of Directors unanimously appointed Jason Hitchcock as Chief Executive Officer of the Company.

Hitchcock brings over 15 years

of experience building and scaling revenue engines across SaaS, blockchain infrastructure, and decentralized finance.

He joins Greenlane

as we continue to execute our Berachain-focused Digital Asset Treasury strategy.

On January 7, 2026, we entered

into a Sales Agreement (the “Sales Agreement”) with Yorkville Securities, LLC (“Yorkville”) pursuant to which

we may, from time to time, offer and sell shares (the “ATM Shares”) of our Common Stock through or to Yorkville, acting as

sales agent or principal (the “ATM Offering”).

On January 7, 2026, we filed a prospectus supplement in connection with the

ATM Offering for up to $5,355,687 of shares of Common Stock (the “Prospectus Supplement”).

Subject to the terms and conditions of the Sales

Agreement, Yorkville will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM

Shares from time to time, based upon our instructions.

We have provided Yorkville with customary indemnification and contribution rights,

and Yorkville will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales

executive offices are located at 4800 N Federal Hwy, Suite B200, Boca Raton, Florida 33487.

Our telephone number at our executive offices

is (877) 292-7660.

Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and

15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC.

We are subject to

the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC.

Such reports and other information filed by us with the SEC are available free of charge at

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What changed 10-K

Item 1. Business