What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-03-21 · 1242 added, 1159 removed, 654 unchanged (79% of the section changed)

2 unchanged sentences

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

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

Consolidated Balance Sheets

7 unchanged sentences

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Greenlane Holdings, Inc.

(the “Company”) as of December 31, 2024,

and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the year

ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as

of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting

principles generally accepted in the United States of America.

discussed in Note 2 to the financial statements, the Company changed the composition of its segment information in 2024.

audited the adjustments necessary to retrospectively apply the change in the 2023 segment information as provided in Note 12.

opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures

to the Company’s 2023 financial statements other than with respect to the reclassifications and, accordingly, we do not express

an opinion or any other form of assurance on the 2023 financial statements as whole.

as discussed in Notes 2 and 12 to the financial statements, the Company adopted the provisions of Accounting Standard Update 2023-07

Segment Information in 2024 on a retrospective basis.

We have also audited the adjustments necessary to retrospectively

apply the change in the 2023 segment information as provided in Note 12.

In our opinion, such adjustments are appropriate and have been

properly applied.

We were not engaged to audit, review, or apply any procedures to the Company’s 2023 financial statements other

than with respect to the adjustment and, accordingly, we do not express an opinion or any other form of assurance on the 2023 financial

statements as whole.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

have audited the accompanying consolidated balance sheet of Greenlane Holdings,

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive

loss, stockholders’ equity and cash flows for each of two years in the period ended December 31, 2025, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and

its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted

in the United States of America.

These consolidated

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a whole,

and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the

accounts or disclosures to which they relate.

described in Note 9 to the consolidated financial statements, during 2024, the Company issued shares of its Class A common stock and

related pre-funded and common stock warrants (“Warrants”).

As disclosed in Note 2 to the consolidated financial statements,

the Company classifies its Warrants as equity based on evaluation of terms in the Warrant agreements including, but not limited to, cash

settlement provisions and settlement in shares in accordance with Accounting Standards Codification (“ASC”) 815.

with the assistance of an independent valuation expert, estimates the fair value of the Warrants issued using Black Scholes models, which

take into consideration the volatilities of comparable public companies.

the determination of the warrants as equity classified financial instruments and the fair value of Warrants require management to make

significant estimates and assumptions regarding the relevant valuation calculations, performing audit procedures to evaluate the reasonableness

of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to

involve professionals in our firm having the expertise in the valuation of financial instruments.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included:

(1) management’s assessment and the Company’s accounting analysis as to the classification

of equity instruments, (2) the identification of any derivatives included in the agreements.

the Company’s valuation calculation to gain an understanding of management’s

key assumptions in determining the fair value of the warrants and assessing the source information

underlying the valuation assumptions.

the assistance of our valuation specialists, evaluated the methodologies and assumptions

used to assess the Company’s fair value of warrants, including the selection of the

valuation methodology and other significant assumptions used by the Company.

independent shadow calculations to test the reasonableness of the fair values for warrants

concluded on by the Company’s specialist.

Such calculations assessed the mathematical

accuracy of the valuation model and assessed the source information underlying the valuation

assumptions used in the model to determine the fair value for the warrants at inception.

the appropriateness of the disclosures in the consolidated financial statements.

Concern Assessment

described in Note 1 to the consolidated financial statements, the Company has incurred net losses from operations for each

of the two years in the period ended December 31, 2024, and net cash used in operating activities was approximately $6.8 million

for the year ended December 31, 2024.

The Company determined these, and other factors which include the Company closing on

a definitive agreement to sell $25.0 million of shares of the Company’s Class A common stock and investor warrants in February

2025, did not raise substantial doubt as to the Company’s ability to continue as a going concern one year from the

issuance date of the consolidated financial statements.

In making this determination, management prepared a cash flow

projection through March 2026.

Management used significant assumptions in preparing the cash flow projection, which included

expected revenue and cash receipts, operating costs and other obligations.

principal considerations for our determination that the evaluation of management’s going concern assessment was a critical

audit matter are the significant judgment and subjectivity inherent in the Company’s future cash flow estimate and a high

degree of auditor judgment in evaluating management’s forecasts for at least the next twelve months.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated

financial statements.

These procedures included:

the overall reasonableness of the Company's future cash flow projections, including

performing sensitivity analysis on the significant assumptions utilized by the Company and

comparison to historical trends and other information obtained during the audit

actual operating results to forecasted amounts to determine the overall reasonableness

of future operating cash flow projections.

the adequacy of the Company’s financial statement disclosures

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

Audit Matters

audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated

or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit

matter does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating

the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which

of Audit Evidence Pertaining to the Existence and Control of the Company’s Digital Assets

discussed in Notes 2 and 9 to the consolidated financial statements, the Company accounts for its digital assets as indefinite-lived

intangible assets.

The digital assets are recorded at fair value as of December 31, 2025, with changes in fair value recognized in the

consolidated statement of operations and comprehensive loss.

As of December 31, 2025, the carrying value of the Company’s digital

assets was $36.6 million.

identified the evaluation of audit evidence pertaining to the existence of the digital assets and whether the Company controls the digital

assets as a critical audit matter.

Especially subjective auditor judgement was involved in determining the nature and extent of evidence

required to assess the existence of the digital assets and whether the Company controls the digital assets, as control over the digital

assets is provided through private cryptographic keys stored using a third-party platform system.

In addition, information technology

(IT) professionals with specialized skills and knowledge in blockchain technology were needed to assist in the evaluation of the sufficiency

of certain audit procedures.

performed the following procedures to address this critical audit matter:

evaluated the design effectiveness of certain internal controls over the digital assets process,

including a control over the comparison of the Company’s records of digital assets

held to reports provided through the third-party platform system.

involved IT and other professionals with specialized skills and knowledge in blockchain technology,

who assisted in evaluating certain internal controls over the digital assets process performed

on the third-party platform system, related specifically to the generation of the private

cryptographic keys, the storing of these keys, and the reconciliation of digital assets per

the third party platform system ledgers to the public blockchain.

obtained third-party documentation of the Company’s digital assets held as of December

31, 2025 and compared the total digital assets from the third-party platform system to the

Company’s record of digital asset holdings.

also compared the Company’s record of digital asset transactions to the records on

the public blockchain using an online platform.

applied auditor judgement in determining the nature and extent of audit evidence required,

especially related to assessing the existence of the digital assets and whether the Company

controls the digital assets.

We evaluated the sufficiency and appropriateness of audit evidence

obtained by assessing the results of procedures performed over the digital assets.

assessed the appropriateness of the disclosures of the financial statements.

PKF O’Connor Davies, LLP

1 unchanged sentence

have served as the Company’s auditor since November 20, 2024.

of Independent Registered Public Accounting Firm

the Stockholders and Board of Directors of

HOLDINGS, INC.

on the Financial Statements

have audited, before the effects of the retrospective adjustments to the disclosures for a change in the composition of reportable segments

and the adoption of ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

discussed in Notes 2 and 12 to the accompanying consolidated balance sheet of Greenlane Holdings, Inc.

(the “Company”) as

of December 31, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows

for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”) (the

2023 financial statements before the effects of the adjustments discussed in Notes 2 and 12 to the financial statements are not presented

In our opinion, the financial statements, before the effects of the retrospective adjustments to the disclosures for a change

in the composition of reportable segments and adoption of ASU 2023-07 discussed in Notes 2 and 12 to the financial statements, present

fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and

its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States

were not engaged to audit, review, or apply any procedures to the retrospective adjustments to the disclosures for a change in the composition

of reportable segments and the adoption of ASU 2023-07 discussed in Notes 2 and 12 to the financial statements, and accordingly, we do

not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly

Those retrospective adjustments were audited by PKF O’Connor Davies.

Paragraph – Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise

additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide

a reasonable basis for our opinion.

have served as the Company’s auditor since 2021 through November 20, 2024.

HOLDINGS, INC.

BALANCE SHEETS

3 unchanged sentences

Current assets

Cash and cash equivalents

Accounts receivable, net of allowance of $ 1,511 and $ 2,616 at December 31, 2025 and 2024, respectively

5 unchanged sentences

Operating lease right-of-use assets

Digital assets

Current liabilities

4 unchanged sentences

Current portion of operating leases

Current portion of finance leases

Total current liabilities

Operating leases, less current portion

Other liabilities

Total long-term liabilities

Total liabilities

5 unchanged sentences

shares authorized, 4,829,563

shares issued and outstanding as of December 31, 2024;

shares authorized, and 339

shares issued and outstanding as of December 31, 2023 *

shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively *

Class B common stock, $ 0.0001

1 unchanged sentence

shares authorized, and 0

shares issued and outstanding as of December 31, 2024;

shares authorized, and 0

shares issued and outstanding as of December 31, 2023 *

shares issued and outstanding as of December 31, 2025 and 2024 *

Common stock, value

6 unchanged sentences

Total liabilities and stockholders’ equity

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

* After giving effect

to the Reverse Stock Splits - See Note 10 - Stockholders’ Equity.

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

2 unchanged sentences

thousands, except per share amounts)

For the year ended

the year ended December 31,

Cost of sales

Gross (loss) profit

Operating expenses:

Salaries, benefits and payroll taxes

General and administrative

Impairment of property, plant and equipment

Depreciation and amortization

Total operating expenses

benefits and payroll taxes

Stock based compensation – strategic advisory warrants

and administrative

Restructuring

of property, plant and equipment

and amortization

operating expenses

Loss from operations

Other (expense) income, net:

Interest expense

Change in fair value of contingent consideration

Loss on extinguishment of debt

Other income (expense),net:

in fair value of contingent consideration

in fair value of digital assets

extinguishment of debt

other expense, net

Total other expense, net

Loss before income taxes

Provision for (benefit from) income taxes

for income taxes

Net loss attributable to non-controlling interest

Net loss attributable to Greenlane Holdings, Inc.

Net loss attributable to Class A common stock per share - basic and diluted (Note 9)*

Weighted-average shares of Class A common stock outstanding - basic and diluted (Note 9)*

Other comprehensive income (loss):

Foreign currency translation adjustments

Comprehensive loss

loss attributable to Greenlane Holdings, Inc.

Net loss attributable to Class

A common stock per share - basic and diluted (Note 10)*

Weighted-average shares of

Class A common stock outstanding - basic and diluted (Note 10)*

Other comprehensive income

currency translation adjustments

Comprehensive

comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to Greenlane Holdings, Inc.

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

Comprehensive

loss attributable to Greenlane Holdings, Inc.

* After giving effect

to the Reverse Stock Splits - See Note 10 - Stockholders’ Equity.

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

2 unchanged sentences

Income (Loss)

Comprehensive

Stockholders’

Class A Common Stock

Additional Paid-In

Accumulated Other Comprehensive

Non- Controlling

Total Stockholders’

Income (Loss)

2 unchanged sentences

Equity-based compensation

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

Issuance of Class A warrants

Issuance of Class A shares (Note 10)

3 unchanged sentences

$ ( 274,929 )

Equity-based compensation

Exercise of pre-funded warrants

Issuance of Class A shares

Issuance of Class A warrants

Other comprehensive income

Issuance of restricted stock units

Balance December 31, 2025

1 unchanged sentence

$ ( 360,509 )

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

* After giving effect

to the Reverse Stock Splits - See Note 10 - Stockholders’ Equity.

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

1 unchanged sentence

STATEMENTS OF CASH FLOWS

For the year ended December 31,

For the year ended

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

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

Depreciation and amortization

Equity-based compensation expense

Stock-based compensation expense

Strategic advisory warrants

Change in fair value of contingent consideration

Change in provision for credit losses

(Gain) loss on disposal of fixed assets

Loss on disposal of fixed assets

Loss on extinguishment of debt

Write-off of vendor deposits, accrued liabilities and customer deposits

Impairment of inventory

Impairment of property and equipment

Unrealized loss on equity investments

Change in fair value of digital assets

Amortization of deferred financing costs and debt discount

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

Changes in operating assets and liabilities:

(Increase) decrease in accounts receivable

5 unchanged sentences

Decrease in customer deposits

Net cash used in operating activities

Net cash and cash equivalents used in operating activities

Cash flows from investing activities:

Purchase of property and equipment, net

Proceeds from sale of equity investments

Net cash (used in) provided by investing activities

Purchase of Digital Assets - BERA

Net cash and cash equivalents used in investing activities

Cash flows from financing activities:

1 unchanged sentence

Proceeds from exercise of stock options and warrants, net of costs

Repayment of Asset-Based Loan

Proceeds from Secured Bridge Loan, net of costs

Debt issuance costs

Repayment of loan against future accounts receivable

Proceeds from future receivables financing

Payments on Eyce and DaVinci promissory notes

Repayments of notes payable

Proceeds from notes payable

Purchase consideration paid for Eyce and DaVinci acquisition

Net cash (used in) provided by financing activities

Effects of exchange rate changes on cash

Net decrease in cash and cash equivalents

Net cash and cash equivalents provided by financing activities

Effects of exchange rate changes on cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents, as of beginning of the year

3 unchanged sentences

STATEMENTS OF CASH FLOWS (CONTINUED)

Reconciliation

of cash and restricted cash to condensed consolidated balance sheets:

For the year ended December 31,

Beginning of the period

Restricted cash

Total cash and restricted cash, beginning of period

End of the period

Restricted cash

Total cash and restricted cash, end of period

Supplemental disclosures of cash flow information

1 unchanged sentence

Cash paid during the period for income taxes

Cash paid for amounts included in the measurement of lease liabilities

Non-cash investing activities and financing activities:

Non-cash purchases of property and equipment

Transfer from contingent consideration to notes payable

Transfer from accrued expenses to notes payable

Fair value of common stock warrants issued as a debt discount

Extinguishment of debt in connection with Synergy Asset purchase agreement

Digital assets exchanged for Class A common stock and warrants

Issuance of Class A Warrants

13 unchanged sentences

refer to us, and our consolidated subsidiaries, including the Operating Company.

merchandise premium cannabis accessories, child-resistant packaging, specialty vaporization solutions and lifestyle products in the United

States, Canada, Europe and Latin America, serving a diverse and expansive customer base with thousands of retail locations, licensed

cannabis dispensaries, smoke shops, multi-state operators (“MSOs”), specialty retailers, and retail consumers.

have been developing a portfolio of our own proprietary brands (the “Greenlane Brands”) that we believe will, over time,

deliver higher margins and create long-term value for our customers and shareholders.

Our wholly-owned Greenlane Brands includes Groove

– our more affordable product line and Higher Standards – our premium smoke shop and ancillary product brand, and our award

winning Vapor.com website and brand.

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

as the K.Haring branded products.

are the sole manager of the Operating Company and our principal asset is Common Units of the Operating Company (“Common Units”).

As the sole manager of the Operating Company, we operate and control all of the business and affairs of the Operating Company, and we

conduct our business through the Operating Company and its subsidiaries.

We have a board of directors and executive officers, but no

All of our assets are held and all of the employees are employed by wholly owned subsidiaries of the Operating Company.

have the sole voting interest in, and control the management of, the Operating Company, and we have the obligation to absorb losses of,

and receive benefits from the Operating Company that could be significant.

We determined that the Operating Company is a variable interest

entity (“VIE”) and that we are the primary beneficiary of the Operating Company.

Accordingly, pursuant to the VIE accounting

model, beginning in the fiscal quarter ended June 30, 2019, we consolidated the Operating Company in our consolidated financial statements

and reported a non-controlling interest related to the Common Units held by the members of the Operating Company (other than the Common

Units held by us) on our consolidated financial statements.

August 31, 2021, we completed our merger with KushCo Holdings, Inc.

(“KushCo”) and have included the results of operations

of KushCo in our consolidated statements of operations and comprehensive loss from that date forward.

In connection with the merger with

KushCo, the Greenlane Certificate of Incorporation was amended and restated (the “A&R Charter”) in order to (i) increase

the number of authorized shares of Greenlane Class B common stock, $ 0.0001 par value per share (the “Class B Common stock”),

from 10 million shares to 30 million shares in order to effect the conversion of each outstanding share of Class C common stock, $ 0.0001

par value per share (the “Class C common stock”), into one-third of one share of Class B common stock, (ii) increase the

number of authorized shares of Class A common stock from 125 million shares to 600 million shares, and (iii) eliminate references to

the Class C common stock.

Pursuant to the terms of an Agreement and Plan of Merger, dated as of March 31, 2021 (the “Merger Agreement”)

with KushCo, immediately prior to the consummation of the business combination, holders of Class C common stock received one-third of

one share of Class B common stock for each share of Class C common stock held immediately prior to the closing of the merger.

corporate structure is commonly referred to as an “Up-C” structure.

The Up-C structure allows the Operating Company to continue

to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through”

One of these benefits is that future taxable income of the Operating Company that is allocated to its members will be taxed on

a flow-through basis and therefore will not be subject to corporate taxes at the Operating Company entity level.

Additionally, because

a member may redeem their Common Units for shares of Class A common stock on a one-for-one basis or, at our option, for cash, the Up-C

structure also provides the member with potential liquidity that holders of non-publicly traded limited liability companies are not typically

connection with the IPO, we entered into a Tax Receivable Agreement (the “TRA”) with the Operating Company and the Operating

Company’s members and a Registration Rights Agreement (the “Registration Rights Agreement”) with the Operating Company’s

The TRA provides for the payment by us to the Operating Company’s member(s) of 85.0 % of the amount of tax benefits, if

any, that we may actually realize (or in some cases, are deemed to realize) as a result of (i) the step-up in tax basis in our share

of the Operating Company’s assets resulting from the redemption of Common Units under the mechanism described above and (ii) certain

other tax benefits attributable to payments made under the TRA.

Pursuant to the Registration Rights Agreement, we have agreed to register

the resale of shares of Class A common stock that are issuable to the Operating Company’s members upon redemption or exchange of

their Common Units.

A&R Charter and the Fourth Amended and Restated Operating Agreement of the Operating Company (the “Operating Agreement”)

require that (a) we at all times maintain a ratio of one Common Unit owned by us for each share of our Class A common stock issued by

us (subject to certain exceptions), and (b) the Operating Company at all times maintains (i) a one-to-one ratio between the number of

shares of our Class A common stock issued by us and the number of Common Units owned by us, and (ii) a one-to-one ratio between the number

of shares of our Class B common stock owned by the non-founder members of the Operating Company and the number of Common Units owned

by the non-founder members of the Operating Company.

Company is focused on the acquisition, management, and strategic deployment of BERA, the native token of the Berachain blockchain network.

Through our digital asset treasury strategy, we may deploy capital into BERA acquisition, staking, validator participation, and selected

ecosystem-aligned activities, subject to risk management controls and Board oversight.

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

asset treasury strategy centered on BERA.

While the Company continues to operate a reduced-scale wholesale and distribution business,

our primary focus is digital asset treasury activities.

of December 31, 2025, a substantial majority of our balance sheet consisted of BERA and U.S.

dollar cash and U.S.

dollar-denominated

Our financial condition, liquidity, and results of operations are therefore highly sensitive to digital asset market

conditions and the performance of the Berachain ecosystem.

continue to operate a legacy wholesale and distribution business, which has been significantly reduced in scale and is managed for efficiency,

inventory monetization, and cash generation rather than growth.

June 26, 2025, we filed a Certificate of Amendment to the A&R Charter with the Secretary of State for the State of Delaware (“SSSD”),

which effected a one-for-ten reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock

Split, the “Reverse Stock Splits”) of our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5,

As a result of the 2023 Reverse Stock Split, every ten shares of common stock issued and outstanding were converted into one share

of common stock.

We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the

2023 Reverse Stock Split.

July 23, 2024, the Board approved the reverse split at a ratio of one-for-11 and the Amendment has been filed with the Secretary of State

of the State of Delaware, which became effective on August 5, 2024 at 12:01 AM Eastern Time, before the opening of trading on the Nasdaq.

Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock.

which effected a one-for-seven hundred and fifty reverse stock split (the “2025 Reverse Stock Split”) of our issued and outstanding

shares of Common Stock at 5:01 PM Eastern Time on June 26, 2025.

As a result of the 2025 Reverse Stock Split, every seven hundred and

fifty shares of common stock issued and outstanding were converted into one share of common stock .

In lieu of fractional shares we rounded

up to the next whole share, and accordingly, no fractional shares were issued in connection with the 2025 Reverse Stock Split.

Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock.

All outstanding

options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of our

Common Stock have been adjusted as a result of the Reverse Stock Splits, as required by the terms of each security.

Common Stock have been adjusted as a result of the Reverse Stock Split, as required by the terms of each security.

The number of shares

available to be awarded under our Amended and Restated 2019 Equity Incentive Plan have also been appropriately adjusted.

10 — Compensation Plans” for more information.

10 — Stockholders’ Equity” for more information.

share and per share amounts in these consolidated financial statements and notes thereto have been retroactively adjusted for all periods

2 unchanged sentences

and Going Concern

to ASC 205-40, Presentation of Financial Statements — Going Concern (“ASC 205-40”), management must evaluate whether

there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue

as a going concern for one year after the date that these condensed consolidated financial statements are issued.

In accordance with

ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been

fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely

basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial

doubt about the Company’s ability to continue as a going concern.

primary requirements for liquidity and capital are working capital, debt service related to recent acquisitions and general corporate

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 other equity issuances.

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.

Based on our cash on

hand and working capital at December 31, 2024, we expect to have sufficient cash to fund planned operations through the second

quarter of 2026.

This is largely due to the Company’s Private Placement that occurred on February 19, 2025.

See Note 13 for

more information.

Program and Shelf Registration Statement

formerly used a shelf registration statement on Form S-3 (the “Shelf Registr ation

Statement”) to conduct securities offerings from time to time in order to meet our liquidity needs.

In 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

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 Form S-3.

Stock and Warrant Offerings.

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

aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A Common

Stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238 shares of our Class A common stock (the

“July 2023 Standard Warrants”).

The July 2023 units were offered pursuant to a Registration Statement on Form S-1 (the “July

2023 Offering”).

The July 2023 Offering generated gross proceeds of approximately $ 4.3 million and net proceeds to the Company

of approximately $ 3.8 million and closed on July 3, 2023.

See “Note 9 – Stockholders’ Equity” for further information.

On August 7, 2024, the Company issued a note

(the “Note”) in the principal amount of $ 3,237,269 to Cobra.

The Note is due the earlier of (i)February 5, 2025;

Company’s receipt of at least $ 3,500,000 of gross proceeds from an offering of their securities (a “Qualified Offering”)

and contain a 20 % original issue discount.

The Notes are convertible into common stock after maturity if not paid prior.

In connection

with the issuance of the Note, the Company issued the Investor warrants to purchase up to 1,618,635 shares at the Qualified Offering Price.

August 12, 2024, the Company entered into a securities purchase agreement with a single institutional investor for aggregate gross cash

proceeds of $ 6.5 million.

In connection with the private placement, the Company issued an aggregate of 2,363,637 units and pre-funded

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 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 $ 2.50 per share.

The common warrant will be exercisable on the initial exercise

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

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

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

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

indebtedness by approximately $ 617,000 .

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

In connection

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

See Note 4 for more information.

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

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

The Exchange Inducement Warrants

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

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

The Exchange Inducement Warrants are initially

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

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

exercised for cash during such inducement period.

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

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

and certain other conditions.

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

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

February 18, 2025, the Company entered into definitive agreements with institutional investors for the purchase and sale of approximately

$ 25.0 million of shares of the Company’s Class A common stock (“Common Stock” and investor warrants at a price of $ 1.19

per Common Unit.

The entire transaction has been priced at the market under Nasdaq rules.

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 $ 1.4875 (“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 (“Series B Warrant” and together with the Series A Warrant, the “Warrants”).

The 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.

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

of warrants to purchase Common Stock previously issued by the Company in August 2024 and October 2024.

Under such Exchange Agreement,

such Holders agreed to exchange with the Company such existing warrants for approximately 6.1 million new warrants to purchase common

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

August 9, 2022, we entered into an asset-based loan agreement dated as of August 8, 2022 (the “Loan Agreement”), which made

available to the Company a term loan of up to $ 15.0 million.

On February 9, 2023, we entered into Amendment No.

2 to the Loan Agreement,

in which we agreed to, among other things, voluntarily prepay approximately $ 6.6 million (inclusive of early termination fees and expenses)

under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $ 5.7 million in funds

held in a blocked account pursuant to the terms of the Loan Agreement.

August 7, 2023, we repaid the approximately $ 4.3 million in aggregate principal amount (the “Loan Repayment”) which remained

outstanding under the terms of the Loan Agreement.

As a result of the Loan Repayment, the Company has been released from its obligations

under the Loan Agreement, in accordance with the terms of the Loan Agreement.

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

February 16, 2023, two of our wholly owned subsidiaries, Warehouse Goods LLC and Kim International LLC, entered into an agreement with

a third-party institutional investor pursuant to which the investor purchased, for approximately $ 4.9 million in cash, an economic participation

interest, at a discount, in our rights to payment from the United States Internal Revenue Service for certain periods with respect to

the employee retention credits filed by us under the Employee Retention Credit program.

Receivables Financing

July, August, October, and November 2023, the Company received an aggregate of approximately $ 3.9 million in cash pursuant to the terms

of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders.

At December 31, 2024, no such financing remained outstanding.

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

September 22, 2023, the Company entered into a secured loan pursuant to a Loan and Security Agreement (the “September 2023 Loan

Agreement”), dated as of September 22, 2023 with Synergy Imports, LLC (the “Secured Bridge Loan Lender”).

to the September 2023 Loan Agreement, the Secured Bridge Loan Lender agreed to make available to the Company a six -month bridge loan

of $ 2.2 million in new funds.

Additionally, the Secured Bridge Loan Lender agreed to defer payments totaling $ 2,028,604 already owed

by the Company under existing payment obligations and potentially defer up to an additional $ 2,655,778 which may become due pursuant

to existing agreements during the term of the September 2023 Loan Agreement.

to certain exceptions, the Company agreed to pledge all of its assets, with the exception of deposit accounts and accounts receivable,

as collateral.

Additionally, the Company agreed to transfer one US patent and two related foreign patents and a related trademark in

exchange for an exclusive license back of such assets in the area of smoking products and accessories in connection with the September

2023 Loan Agreement.

May 2024, the Company modified its debt agreement with Synergy to reduce the principal balance due by $ 2.7 million from $ 5.1 million

as part of the Loan Modification Agreement concurrent with the Asset Purchase Agreement.

Synergy acquired certain assets from the Company

in exchange for the reduction in overall principal owed.

During 2024 Cobra acquired the Secured Bridge Loan from the Secured Bridge Loan

Lender which was restructured as part of the Note Amendment on October 29, 2024.

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

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

As of December 31, 2024, the Company has been loaned $ 3.1 million with net cash proceeds of $ 2.6 million pursuant

to the Subscription Agreement.

The note was issued with a 20 % original issue discount and is due in full on December 7, 2024 .

6 - Long Term Debt” for more information.

During the year ended December 31, 2024, the Company repaid the amount in full.

On August 7, 2024, the Company issued a note (the “Note”) in the principal amount of $ 3,237,269 to Cobra.

The Note is due

the earlier of (i)February 5, 2025;

or (ii) the Company’s receipt of at least $ 3,500,000 of gross proceeds from an offering of their

securities (a “Qualified Offering”) and contain a 20 % original issue discount.

The Notes are convertible into common stock

after maturity if not paid prior.

In connection with the issuance of the Note, the Company issued the Investor warrants to purchase up

to 1,618,635 shares at the Qualified Offering Price.

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

Pursuant to the Note Amendment, Cobra agreed to extend the Maturity Date of its Secured Bridge Loan and the Subscription

Agreement (together the “Notes”).

The new Maturity Date will be October 29, 2025 .

In consideration for the extension, the

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

Cobra’s debt with 50 % of any money raised by the Company from warrant exercise proceeds and from capital raise transactions, and

(iii) issued Cobra an aggregate of 500,000 five year warrants with an exercise price of $ 3.04 per share which are identical to the Exchange

This loan was repaid in full as part of the February 2025 Private Placement.

have completed several initiatives to optimize our working capital requirements.

We launched Groove, a new, innovative Greenlane Brands

product line, and we also rationalized our third-party brands product offering, which enables us to reduce inventory carrying costs and

working capital requirements.

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

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 packaging and 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.

Company has incurred net losses of $ 17.7 million and $ 32.3 million for the years ended December 31, 2024 and 2023, respectively.

years ended December 31, 2024 and 2023, cash used in operating activities were $ 6.7 million and $ 1.8 million, respectively.

macroeconomic environment has caused weaker demand than contemplated under the Company’s business plan, resulting in a reduction

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

We believe that our cash on hand 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.

Moving forward, 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.

Increasing revenue by introducing new products and acquiring new customers.

Execute on strategic partnerships accretive to margins and operating cash

Seeking additional capital through the issuance of debt or equity securities.

consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty.

For a more complete description of our initiatives, see the Management Discussion and Analysis.

Company’s liquidity requirements consist of working capital and general corporate needs.

Primary sources of liquidity include cash

on hand and proceeds from equity transactions.

Company has incurred net losses of $ 85.6 million and $ 17.7

million for the years ended December 31, 2025 and 2024, respectively, and used $ 16.3

million of cash in operating activities during the year ended

December 31, 2025.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

plans include reducing operating costs, simplifying operations, monetizing legacy assets, and seeking additional

forward, the Company’s ability to continue as a going concern is contingent upon successful execution of management’s plans to reduce operating costs, simplify operations, monetize legacy assets, and seek additional financing as needed.

consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Equity Transactions and Capital Structure

During 2024 and 2025, the Company completed a series of financing

transactions, including debt issuances, warrant exchanges, and private placements, to support liquidity and the transition of its

On February 18, 2025, the Company completed a private placement with institutional

investors for aggregate gross proceeds of approximately $ 25.0 million ,

consisting of common stock, pre-funded warrants, and common warrants.

In connection with the transaction, the Company also entered

into exchange agreements with certain warrant holders to simplify its capital structure.

On October 20, 2025, the Company entered into

subscription agreements for a private placement consisting of pre-funded warrants funded in cash and BERA.

The transaction closed on

October 23, 2025 and provided gross consideration of approximately $ 109.9 million, consisting of cash, U.S.

dollar-denominated

stablecoins, and BERA.

crypto-funded pre-funded warrants were exercisable into shares upon stockholder approval, which was received December 9, 2025, and for certain of the crypto-funded pre-funded warrants, upon the expiration

of lock-up agreements on April 18, 2026.

from these transactions were used to support the Company’s digital asset treasury strategy, repay outstanding debt obligations,

and provide limited liquidity for residual legacy operations.

details regarding these transactions, including terms of the securities issued and related accounting treatment, are included in the

notes to the consolidated financial statements.

October 2025, the Company adopted a treasury policy under which a significant portion of its balance sheet is allocated to digital

assets, primarily BERA.

The Board of Directors established a Digital Assets Committee to

oversee this strategy.

Company has reduced its legacy operating footprint by simplifying operations, reducing costs, and monetizing legacy

The remaining legacy business operates through an asset-light model with a focus on efficiency and cash generation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 unchanged sentences

and accompanying notes.

These estimates form the basis for judgments we make about the carrying values of our assets and

liabilities, which are not readily apparent from other sources.

We base our estimates and judgments on historical information and on

various other assumptions that we believe are reasonable under the circumstances.

GAAP requires us to make estimates and

judgments in several areas.

These estimates form the basis for judgments we make about the carrying values of our assets and liabilities,

which are not readily apparent from other sources.

We base our estimates and judgments on historical information and on various other

assumptions that we believe are reasonable under the circumstances.

GAAP requires us to make estimates and judgments in several

Such areas include, but are not limited to the following:

the collectability of accounts receivable;

allowance for slow-moving or obsolete inventory;

the allowance for slow-moving

or obsolete inventory;

the realizability of deferred tax assets;

the fair value of contingent

consideration arrangements;

the useful lives property and equipment;

the calculation of our VAT taxes receivable and VAT taxes,

fines, and penalties payable;

our loss contingencies, including our TRA liability;

and the valuation and assumptions underlying

equity-based compensation and warrants.

These estimates are based on management’s knowledge about current events and expectations about

actions we may undertake in the future.

The actual results could differ materially from those estimates.

the fair value of contingent consideration arrangements;

lives property and equipment;

the calculation of our VAT taxes receivable and VAT taxes, fines, and penalties payable;

our loss contingencies,

including our TRA liability;

and the valuation and assumptions underlying equity-based compensation and warrants.

These estimates are

based on management’s knowledge about current events and expectations about actions we may undertake in the future.

results could differ materially from those estimates.

manage our global business operations through our operating and reportable business segments.

As of December 31, 2024, we determined

that we have one reportable operating business segment.

Our reportable segment has been identified based on how our chief

Due to the launch of the digital asset

treasury reserve strategy in October 2025 and continual assessment of the requirements under ASC 280, Segment Reporting, the Company

has reassessed its segment conclusions and determined that effective with this Annual Report on Form 10-K, the Company is presenting two

operating and reportable segments, Wholesale and Distribution – legacy e-commerce and drop-ship operations and Digital Assets

- digital asset treasury activities including acquisition,

staking and validator participation related to BERA.

Our reportable segments have been identified based on how our chief

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

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

evaluates operating performance.

business combinations are accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations

Under the acquisition method, we recognize 100% of the assets we acquire and liabilities we assume, regardless

of the percentage we own, at their estimated fair values as of the date of acquisition.

Any excess of the purchase price over the fair

value of the net assets and other identifiable intangible assets we acquire is recorded as goodwill.

To the extent the fair value of

the net assets we acquire, including other identifiable assets, exceeds the purchase price, a bargain purchase gain is recognized.

assets we acquire, and liabilities we assume from contingencies, are recognized at fair value if we can readily determine the fair value

during the measurement period.

The operating results of businesses we acquire are included in our consolidated statement of operations

from the date of acquisition.

Acquisition-related costs are expensed as incurred.

See “Note 3— Business Acquisitions.”

our Chief Financial and Legal Officer (“CFO”).

The CODM evaluates performance based on segment gross profit and capital

Segment results are reconciled to consolidated totals.

account for equity-based compensation grants of equity awards to employees in accordance with ASC Topic 718, Compensation — Stock

64 unchanged sentences

See “Note 4—Fair Value of Financial Instruments.”

purposes of reporting cash flows, we consider cash on hand, checking accounts, and savings accounts to be cash.

We also consider all

highly-liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents.

our cash with high credit quality financial institutions, which provide insurance through the Federal Deposit Insurance Company.

the balance in our accounts may exceed federally insured limits.

We perform periodic evaluations of the relative credit standing of these

and cash equivalents

Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Cash and cash

equivalents include U.S.

dollar cash deposits and U.S.

dollar-denominated stablecoins held in Company-controlled wallets.

classifies stablecoins such as USDT and USDC as cash equivalents because they are readily convertible to known amounts of U.S.

are redeemable or exchangeable on demand, and present insignificant risk of changes in value due to their intended 1:1 peg to the U.S.

Stablecoins deployed into decentralized finance protocols or otherwise subject to restrictions on convertibility would not be

classified as cash equivalents.

For purposes of reporting cash flows, the

Company considers cash on hand, checking accounts, and savings accounts to be cash.

Highly liquid investments with original

maturities of three months or less from the date of purchase are considered to be cash equivalents.

The Company maintains its cash

with high credit quality financial institutions, which provide insurance through the Federal Deposit Insurance Company.

balances may exceed federally insured limits.

The Company performs periodic evaluations of the relative credit standing of these

institutions and do not expect any losses related to such concentrations.

As of December 31, 2024, and 2023, approximately $ 0.1 million

and $ 0.1 million, respectively, of our cash balances were in foreign bank accounts and uninsured.

As of December 31, 2024, and 2023,

we had no cash equivalents.

Receivable, net

receivable represent amounts due from customers for merchandise sales and are recorded when revenue is earned and are carried at the

original invoiced amount less an allowance for any expected credit loss.

An account is considered past due when payment has not been

rendered by its due date based upon the terms of the sale.

Generally, accounts receivable are due thirty days after the billing date.

We maintain an allowance for credit losses to reserve for potentially uncollectible receivable amounts.

In evaluating our ability to

collect outstanding receivable balances, we consider various factors including the age of the balance, the creditworthiness of the customer,

the customer’s current financial condition, current economic conditions, and other factors that may affect our ability to collect

from customers.

We write off accounts as uncollectible on a case-by-case basis.

We pledge accounts receivable as collateral for our long-term

debt, see “Note 6—Debt.”

consist of finished goods that we value at the lower of cost or net realizable value on a weighted average cost basis for the majority

of the inventory.

We established an allowance for slow-moving or obsolete inventory based upon assumptions about future demands and market

At December 31, 2024, and 2023, the reserve for obsolescence was approximately $ 9.0 million and $ 9.5 million, respectively.

We pledge inventory as collateral for our long-term debt, see “Note 6— Debt.”

of December 31, 2025, and 2024, approximately $ 0.1 million and $ 0.1 million, respectively, of our cash and cash equivalents balances were

in foreign bank accounts and uninsured.

Receivable and credit losses

receivable are recorded at invoiced amounts, net of an allowance for expected credit losses.

The allowance is estimated using a combination

of historical loss experience, customer credit quality, current conditions, specific risk assessments, and forward-looking factors.

are written off when collection efforts are exhausted.

fiscal year 2025, management reassessed the collectability of certain legacy trade receivables in light of the decline in historical

operations and customer activity.

Based on this analysis, the Company materially increased its reserve for credit losses against

accounts receivable associated with legacy commerce operations.

2025, the Company recorded a significant increase in its allowance for credit losses to reflect aging receivables associated with the

legacy wholesale business and collection risk assessment.

The allowance reflects management’s estimate of expected credit losses

under ASC 326.

Inventory is stated at the lower of cost or net realizable

value, with cost determined using the weighted-average method.

During 2025, in connection with the Company’s

strategic transition and exit from warehouse-based operations, the Company recorded material write-downs to reduce inventory to estimated

net realizable value and disposed of substantially all remaining inventory.

As of December 31, 2025, gross inventory was approximately

$ 14.5 million, fully reserved, resulting in a net carrying value of approximately zero.

deposits represent prepayments we make to vendors for inventory purchases.

4 unchanged sentences

balance sheets, see “Note 8 - Supplemental Financial Statement Information.”

Held for Sale

generally consider assets to be held for sale when (i) we commit to a plan to sell the assets, (ii) the assets are available for immediate

sale in their present condition, (iii) we have initiated an active program to locate a buyer and other actions required to complete the

plan to sell the assets, (iv) consummation of the planned sale transaction is probable, (v) the assets are being actively marketed for

sale at a price that is reasonable in relation to their current fair value, (vi) the transaction is expected to qualify for recognition

as a completed sale, within one year, and (vii) significant changes to or withdrawal of the plan is unlikely.

Following the classification

of any depreciable assets within a disposal group as held for sale, we discontinue depreciating the asset and write down the asset to

the lower of carrying value or fair market value less cost to sell, if needed.

and Equipment, net

16 unchanged sentences

Measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value.

During the year ended December 31, 2025 and 2024 the Company recorded an impairment of $ 0.7 million and none , respectively.

in our future operations and business lines could affect the estimated undiscounted future cash flows from the operation of certain long-lived

assets, such as customer relationships, and may give rise to impairment losses in future periods.

assets, including BERA and stablecoins, are accounted for as indefinite-lived intangible assets in accordance with ASC 350.

Digital assets

are initially recorded at cost and subsequently measured at cost less impairment.

Impairment is recognized if the fair value of a digital

asset declines below its carrying value at any time during the reporting period.

Once impaired, the carrying value may not be increased

for subsequent recoveries in fair value.

held by the Company that are fully backed by U.S.

dollar reserves and redeemable on demand are presented as cash equivalents when they

meet the criteria of ASC 305.

Other digital assets are presented as digital assets within non-current assets unless management intends

to sell within twelve months.

December 2023, the FASB issued ASU 2023-08, Accounting for and Disclosure of Crypto Assets , (“ASU 2023-08”) which

requires entities to measure certain crypto assets at fair value with changes recognized in net income.

Effective January 1,

2025, the Company adopted ASU 2023-08.

Under ASU 2023-08, qualifying crypto assets are measured at fair value each reporting period

with changes in fair value recognized in net income.

The adoption did not materially change the accounting presentation of the

Company’s BERA holdings and increased period-to-period earnings volatility due to required mark-to-market adjustments

assets are accounted for in accordance with ASC 350-60, Accounting for Crypto Assets.

Digital assets, including BERA and immaterial ETH,

are measured at fair value with changes recognized in net income each reporting period.

Transaction costs are expensed as incurred.

Company determines fair value quoted prices in active markets (Level 1 inputs) under ASC 820.

dollar-denominated stablecoins, including USDT and USDC, are excluded from digital assets and are classified as cash equivalents when

readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

Stablecoins deployed into DeFi protocols

or subject to restrictions are not classified as cash equivalents.

Modifications and Extinguishments

16 unchanged sentences

investment in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc.

determined that our ownership interest does not provide us with significant influence over the operations of this investments.

Accordingly, we account for our investment in this entity as equity securities.

We determined

that our ownership interest does not provide us with significant influence over the operations of this investments.

Accordingly, we account

for our investment in this entity as equity securities.

Airgraft Inc.

is a private entity and their equity

securities do not have a readily determinable fair value.

We elected to measure these equity securities under the measurement

alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly

transactions for the identical or similar investment of the same issuer.

Investments in equity securities are included within

“Other assets” in our consolidated balance sheets.

See “Note 4—Fair Value of Financial

Instruments.”

is a private entity and their equity securities do not have a readily

determinable fair value.

We elected to measure these equity securities under the measurement alternative election at cost minus impairment,

if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment

of the same issuer.

Investments in equity securities are included within “Other assets” in our consolidated balance sheets.

See “Note 4—Fair Value of Financial Instruments.”

Currency Translation

28 unchanged sentences

of December 31, 2025 and 2024, we hold all the outstanding Common Units in the Operating Company and are the sole member.

starting in 2023, 100% of the Operating Company’s US and state income and expenses will be included in our US and state tax returns.

deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that

will result in taxable or deductible amounts in the future.

We compute deferred balances based on enacted tax laws and applicable

rates for the periods in which the differences are expected to affect taxable income.

A valuation allowance is recognized for

deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

making such a determination, we consider all available positive and negative evidence, including future reversals of existing

taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

determine we would be able to realize our deferred tax assets for which a valuation allowance had been recorded, then we would

adjust the deferred tax asset valuation allowance, which would reduce our provision for income taxes.

As a result, 100% of the Operating Company’s US and state income and expenses will be included in our US and state tax returns.

deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will

result in taxable or deductible amounts in the future.

We compute deferred balances based on enacted tax laws and applicable rates for

the periods in which the differences are expected to affect taxable income.

A valuation allowance is recognized for deferred tax assets

if it is more likely than not that some portion or all of the net deferred tax assets will not be realized.

In making such a determination,

we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected

future taxable income, tax-planning strategies, and results of recent operations.

If we determine we would be able to realize our deferred

tax assets for which a valuation allowance had been recorded, then we would adjust the deferred tax asset valuation allowance, which

would reduce our provision for income taxes.

evaluate the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns

36 unchanged sentences

See “Note 12—Income Taxes.”

from the sale of our merchandise are recognized at a point in time when control of merchandise is transferred to the customer.

is measured based on the amount of consideration expected to be received in exchange for those goods or services, reduced by promotional

discounts and estimates for return allowances and refunds.

Taxes collected from customers for remittance to governmental authorities

are excluded from net sales.

is generated primarily from the sale of finished products to customers, whereby each product unit represents a single performance obligation.

Revenue is recognized from product sales when the customer has obtained control of the products, which is either at point of sale or

delivery to the customer, depending upon the specific terms and conditions of the arrangement, or at the point of sale for our retail

We provide no warranty on products sold.

Product warranty is provided by the manufacturers.

For certain product offerings

we may receive a deposit from the customer (generally 25 % - 50 % of the total order cost, but the amount can vary by customer contract)

when an order is placed by a customer.

We typically complete these orders within one to six months from the date of order, depending

on the complexity of the customization and the size of the order, but the completion timeline can vary by product type and terms of sales

with each customer.

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

deposits liability balance during the years ended December 31, 2024 and 2023.

returns are estimated based on historical experience and recorded as a refund liability that reduces the net sales for the period.

historical returns, current economic trends and changes in order volume are analyzed when evaluating the adequacy of sales returns allowances

in any reporting period.

Liability for returns, which is included within “Accrued expenses and other current liabilities”

in the consolidated balance sheets, was approximately $ 0.1 million and $ 0.1 million as of December 31, 2024 and 2023, respectively.

were no liabilities related to refunds as of December 31, 2024.

elected to account for shipping and handling expenses that occur after the customer has obtained control of products as a fulfillment

activity in cost of sales.

Shipping and handling fees charged to customers are included in net sales upon completion of our performance

We apply the practical expedient provided for by the applicable revenue recognition guidance by not adjusting the transaction

price for significant financing components for periods less than one year.

We also apply the practical expedient provided by the applicable

revenue recognition guidance based upon which we generally expense sales commissions when incurred because the amortization period is

one year or less.

Sales commissions are recorded within “Salaries, benefits and payroll tax expenses” in the consolidated

statements of operations and comprehensive loss.

Company transitioned to a commission revenue model for the majority of the sales of industrial vaporizers and packaging products.

company operates as a sales agent servicing vape customers and receives a commission for these services.

The company was previously working

directly with these customers and recognizing gross revenue versus straight commission revenue.

The Company recognizes this fee on a

periodic basis when the products have been shipped for the end consumer.

In working with their partner, the Company is not responsible

for fulfilling a promise to provide the specified goods, does not establish the pricing with its partners customers, and does not have

control over the goods that will be shipped.

As such, the Company is an agent and recognizes its revenue on a net basis for its service.

The partner company pays Greenlane a negotiated percentage-based fee on a quarterly basis.

customers represented approximately 32 %

our net sales for the year ended December 31, 2024.

One customer represented approximately 21 % of our net sales for the year ended

December 31, 2023 .

As of December 31, 2024 the Company had no customers make up more than 5 %

of its accounts receivable balance.

As of December 31, 2023 the Company has a concentration of credit risk with its accounts

receivable balance as one customer represented approximately 11 %

of accounts receivable.

revenue consists of (i) product revenue from the Company’s legacy wholesale and distribution operations (“Net Sales”)

and (ii) digital asset-related revenue generated from staking activities (“Staking Revenue”).

are recognized when customers obtain control of the goods promised by the Company.

Revenue is measured based on the amount of

consideration expected to be received in exchange for those goods, reduced by promotional discounts and estimates for

returns, allowances, and refunds.

Control is transferred either at the point of sale or upon delivery to the customer, depending on the terms of the

Taxes collected from customers for remittance to governmental authorities are excluded from net

Company generates Net Sales primarily from the sale of finished products, whereby each product unit represents a single performance obligation.

For certain product offerings, including custom or branded products, the Company may receive advance payments from customers.

are recorded as customer deposits and recognized as revenue upon satisfaction of the related performance obligations.

Company estimates product returns based on historical experience and records a refund liability that reduces Net Sales.

The Company evaluates

actual returns, current economic trends, and changes in order volume when assessing the adequacy of its returns reserve.

The liability

for returns is included within “Accrued expenses and other current liabilities” in the consolidated balance sheets.

and handling activities that occur after control of goods transfers to the customer are accounted for as fulfillment activities and are

included in cost of sales.

Shipping and handling fees charged to customers are included in Net Sales upon satisfaction of the related

performance obligations.

The Company applies the practical expedient not to adjust the transaction price for significant financing components

when the period between payment and performance is one year or less.

Revenue represents rewards earned from the Company’s participation in blockchain validation and related activities associated with

its digital asset holdings.

Staking Revenue is recognized when earned, which is generally when the underlying validation services are

performed and the reward is determinable and received or receivable.

Staking Revenue is included within net revenue in the consolidated

statements of operations.

customer represented approximately 10% of net revenue for the year ended December 31, 2025.

One customer represented approximately 10 %

of net revenue for the year ended December 31, 2024.

Restructuring

and Transformation Costs

the year ended December 31, 2025, we incurred costs in connection with evaluating digital-asset alternatives and transitioning to a

crypto-treasury operating model, as well as personnel-related actions under our cost-reduction strategy.

These costs are recognized

within operating expenses.

The Board has approved the continued transition of the legacy business to an asset-light e-commerce

The Company does not present discontinued operations.

Management evaluated ASC 205-20 and concluded discontinued operations presentation is not appropriate as the wholesale

/ distribution business continues to generate revenues and has not been disposed.

the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands,

3 unchanged sentences

subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties.

performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable

to other EU member states, including potential fines and penalties.

performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable to

other EU member states, including potential fines and penalties.

Based on this analysis, we recorded VAT payable of approximately $ 0.4

million relating to this matter within “Accrued expenses and other current liabilities” in our consolidated balance

sheet as of December 31, 2024 and 2023, respectively.

million relating to this matter within “Accrued expenses and other current liabilities” in our consolidated balance sheet

as of December 31, 2025 and 2024, respectively.

to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain

17 unchanged sentences

to potentially dilutive elements.

See “Note 9—Stockholders’ Equity - Net Loss Per Share.”

See “Note 10—Stockholders’ Equity.”

Adopted Accounting Guidance

June 2022, the FASB issued ASU No.

2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ,

which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity

holding the equity security and is not included in the equity security’s unit of account.

This standard is effective for fiscal

years beginning after December 15, 2023, with early adoption permitted.

Adoption of this standard did not have a material impact on our

consolidated financial statements.

November 2023, the FASB issued Accounting Standards Update 2023-07 – Segment Reporting – Improvements to Reportable Segment

Disclosures (“ASU 2023-07”).

We adopted Accounting Standards Update No.

2023-07, which enhances disclosures required for operating segments.

2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly

provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description

of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

All disclosure

requirements of ASU 2023-07 are required for entities with a single reportable segment.

Refer to Note 12 in the Notes to the Consolidated

Financial Statements.

Issued Accounting Guidance Not Yet Adopted

December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”

(“ASU 2023-09”) , amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income

taxes paid and the effective tax rate reconciliation.

ASU 2023-09 is effective for annual reporting periods beginning after December

15, 2024, with early adoption permitted and can be applied on either a prospective or retrospective basis.

We are currently evaluating

the effect of adopting ASU 2023-09 on our income tax disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,

(Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 improves disclosures regarding the types of expenses included in commonly

presented expense captions, including disaggregating the amounts of employee compensation, depreciation and amortization included within

each income statement expense caption.

This standard is effective for fiscal years beginning after December 15, 2026, and interim periods

within fiscal years beginning after December 15, 2027.

The Company is currently evaluating the impact of the standard on its consolidated

financial statements and disclosures.

December 2023, the FASB issued ASU 2023-08 , Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) (“ASU

2023-08”), which is intended to improve the accounting for and disclosure of crypto assets.

The ASU requires entities to subsequently

measure crypto assets that meet specific criteria at fair value, with changes recognized in net income each reporting period.

also the requires specific presentation of cash receipts arising from crypto assets that are received as noncash consideration in the

ordinary course of business and are converted nearly immediately into cash.

The amendments in this update are effective for all entities

for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU No.

2023-08 effective January

1, 2025, which went into effect for the Company in Q4 of fiscal year 2025 when crypto assets were first purchased.

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) :

Improvements To Income Tax Disclosures, to enhance

the transparency and decision usefulness of income tax disclosures.

The amendments in this Update address investor requests for more

transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation

and income taxes paid information.

The adoption of this standard did not have a material impact on the Company’s consolidated financial

Issued Accounting Pronouncements Not Yet Adopted

November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic

Disaggregation of Income Statement Expenses.

The amendments in ASU 2024-03 require a public business entity to disclose specific

information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods.

The objective

of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors

(i) better understand the entity’s performance, (ii) better assess the entity’s prospects for future cash flows, and (iii)

compare an entity’s performance over time and with that of other entities.

ASU 2024-03 is effective for fiscal years beginning

after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2024-03.

FASB and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2025.

Management has

carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other

new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

BUSINESS ACQUISITIONS AND DISPOSITIONS

Subsidiary Purchase Agreement

May 2024, the Company entered into an agreement with a group of individuals to sell 100 %

equity interests of one of the Company’s wholly-owned subsidiaries, Shavita B.V.

and substantially all of the assets of ARI

Logistics B.V.

As of the December 31, 2024, the close of the transaction is in dispute as there was pending consideration

obligations due to be transferred to the Company not met, as well as other monetary obligations of the purchasers that remain

As a result the Company did not record a sale of the business under ASC 805.

May 2024, the Company entered into an agreement with a group of individuals to sell 100 % equity interests of one of the Company’s

wholly-owned subsidiaries, Shavita B.V.

and substantially all of the assets of ARI Logistics B.V.

As of the December 31, 2025, the close

of the transaction is in dispute as there was pending consideration obligations due to be transferred to the Company not met, as well

as other monetary obligations of the purchasers that remain unsatisfied.

As a result the Company did not record a sale of the business

under ASC 805.

Business Combinations .

intends to vigorously pursue its claims against Shavita and the purchaser group.

The Company intends to vigorously pursue its claims against Shavita and the purchaser group.

As of December 31, 2025, the Company continues to run the operations.

1 unchanged sentence

and Shavita B.V.

represented 16.7 % of the Company’s

total net sales in 2024.

represented 0 % and 16.7 %

of the Company’s total net sales in 2025 and 2024, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

and Liabilities that are Measured at Fair Value on a Recurring Basis

carrying amounts for certain of our financial instruments, including cash, accounts receivable, accounts payable and certain accrued

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

of December 31, 2023, we had contingent consideration that is required to be measured at fair value on a recurring basis.

OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS

financial instruments measured at fair value on a recurring basis were as follows at the dates indicated:

carrying amounts for certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable

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

Company holds digital assets, which are measured at fair value using quoted prices in active markets and are classified as Level 1 within

the fair value hierarchy.

Fair value for BERA is based on quoted market prices in active markets for identical assets at the measurement

date and is classified within Level 1 of the fair value hierarchy under ASC 820.

If a Level 1 input is available, it is required to be

utilized as a measure of fair value without any adjustments, including those that would reflect the size of the holdings (including blockage

Due to the inherent volatility of cryptocurrency markets, the fair value of these assets may fluctuate significantly, which

could materially impact the Company’s financial position and results of operations.

financial instruments measured at fair value on a recurring basis were as follows at the dates indicated (In thousands):

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS

(in thousands)

2 unchanged sentences

(in thousands)

Contingent consideration - current

Accrued expenses and other current liabilities

Total Liabilities

Cash and cash equivalents

Digital assets - BERA

Digital assets

assets included in this table consist solely of BERA and immaterial ETH.

Stablecoins classified as cash equivalents are excluded.

were no transfers between Level 1 and Level 2 and no transfers to or from Level 3 of the fair value hierarchy during the years ended

11 unchanged sentences

(Level 3) for the years ended December 31, 2025 and 2024 is as follows:

OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS UNOBSERVABLE INPUT RECONCILIATION

SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS UNOBSERVABLE INPUT RECONCILIATION

(in thousands)

1 unchanged sentence

Balance, December 31, 2023

Cash payments for earn contingent consideration

Transfer to notes payable

Loss from fair value adjustments included in results of operations

Balance, December 31, 2023

Gain from fair value adjustments included in results of operations

6 unchanged sentences

is a private entity and their equity securities do not have a readily determinable fair value.

We elected to measure these

equity securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for

observable price changes in orderly transactions for the identical or similar investment of the same issuer.

We did not identify any

fair value adjustments related to these equity securities during the years ended December 31, 2024 and 2023.

We elected to measure these equity

securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable

price changes in orderly transactions for the identical or similar investment of the same issuer.

We did not identify any fair value

adjustments related to these equity securities during the years ended December 31, 2025 and 2024.

of December 31, 2025 and 2024, the carrying value of our investment in equity securities without a readily determinable fair value was

approximately $ 1.9 million, included within “Other assets” in our consolidated balance sheets.

of December 31, 2024, we had facilities financed under operating leases consisting of a warehouses and offices, with lease term expirations

of December 31, 2025, we had facilities financed under operating leases consisting of a warehouse combined with an office with lease

term expirations in 2026.

Lease terms are generally three 3 to seven years for warehouses and office space.

Our lease agreements do not contain any material

residual value guarantees or material restrictive covenants.

Our lease agreements do not

contain any material residual value guarantees or material restrictive covenants.

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

2 unchanged sentences

are currently uncertain or unknown.

OF LESSEE OPERATING LEASE LIABILITY MATURITY

SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY

(in thousands)

Operating Leases

2029 and thereafter

Total minimum lease payments

6 unchanged sentences

statements of operations and comprehensive loss:

OF LEASE COST

SCHEDULE OF LEASE COST

(in thousands)

8 unchanged sentences

debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated:

SCHEDULE OF DEBT

(in thousands)

9 unchanged sentences

Debt, net, excluding operating and finance leases and liabilities

Receivables Financings

July, August, October, and November 2023, the Company received an aggregate of approximately $ 3.9 million in cash pursuant to the terms

of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders

the “Future Receivables Financings”).

During the year ended December 31, 2024, the Company’s financings were in a series

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

the refinancings and the payment schedule was restructured and the total balance increased to $ 4.6 million which included deferred financing

fees of approximately $ 2.8 million.

the year ended December 31, 2024, the Future Receivables Financings were purchased by the Senior Subordinated Lender and paid down to

$ 0 during the October 29, 2024 restructuring.

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

13 unchanged sentences

for a fixed price of $ 2,280 and for a fixed number of shares with no potential for cash redemption.

The Company determines the value of

the warrants using an appropriate valuation method, including a Black-Scholes.

The Company determines the value

of the warrants using an appropriate valuation method, including a Black-Scholes.

As part of the debt extinguishment the 1,683 Exchange

Warrants were valued at $ 2.6 million using the Black-Scholes model.

part of the 2025 Offering, the Company used a portion of the proceeds to pay off the Exchange Note in full in the amount of $ 4.0 million

during the year ended December 31, 2025.

June 7, 2024, the Company entered into a subscription agreement for a note payable with Cobra Alternative Capital Strategies, LLC (“Cobra”).

On August 7, 2024, the

Company issued a note (the “Note”) in the principal amount of $ 3,237,269 to Cobra.

The Note is due the earlier of (i)February

or (ii) the Company’s receipt of at least $ 3,500,000 of gross proceeds from an offering of their securities (a “Qualified

Offering”) and contain a 20 % original issue discount.

The Notes are convertible into common stock after maturity if not paid prior.

In connection with the issuance of the Note, the Company issued the Investor warrants to purchase up to 1,618,635 shares at the Qualified

Offering Price .

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

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

which is currently due.

The new Maturity Date will be October 29, 2025 .

consideration for the extinguishment of the Secured Bridge Loan, Cobra paid off the $ 2.7 million balance owed to Synergy as part of

the Secured Bridge Loan.

In exchange for paying off the Secured Bridge Loan, the Company (i) agreed to make the Cobra Notes

convertible at the option of Cobra with a conversion price of $ 3.17

per share, (ii) agreed to prepay Cobra’s debt with 50 %

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

aggregate of 500,000 five

year warrants with an exercise price of $ 3.04

per share which are identical to the Exchange Warrants.

The Exchange common stock warrants which were deemed to classified as equity as the warrants were exercisable for a fixed price of $ 3.04

and for a fixed number of shares with no potential for cash redemption.

The Company determines the value of the warrants using an appropriate

valuation method, including a Black-Scholes.

As part of the debt extinguishment the 500,000 Exchange Warrants were valued at $ 1.0 million

using the Black-Scholes model.

August 7, 2024, the Company issued a note (the “Note”) in the principal amount of $ 3,237,269 to Cobra.

The Note is due the

earlier of (i) February 5, 2025;

or (ii) the Company’s receipt of at least $3,500,000 of gross proceeds from an offering of their

securities (a “Qualified Offering”) and contain a 20% original issue discount.

The Notes were convertible into common stock

after maturity if not paid prior.

In connection with the issuance of the Note, the Company issued the Investor warrants to purchase up

to 2,159 shares at the Qualified Offering Price.

consideration for the extinguishment of the Secured Bridge Loan, Cobra paid off the $ 2.7 million balance owed to Synergy as part of the

Secured Bridge Loan.

In exchange for paying off the Secured Bridge Loan, the Company (i) agreed to make the Cobra 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 5 five-year

warrants with an exercise price of $ 2,280 per share which are identical to the Exchange Warrants.

The Exchange common stock warrants

which were deemed to classified as equity as the warrants were exercisable for a fixed price of $ 2,280 and for a fixed number of shares

with no potential for cash redemption.

The Company determines the value of the warrants using an appropriate valuation method, including

a Black-Scholes.

As part of the debt extinguishment the 667 Exchange Warrants were valued at $ 1.0 million using the Black-Scholes model.

part of the 2025 Offering, the Company used a portion of the proceeds to pay off the Note in full in the amount of $ 4.0 million during

the year ended December 31, 2025.

September 22, 2023, the Company entered into a secured loan pursuant to a Loan and Security Agreement (the “September 2023 Loan

5 unchanged sentences

to existing agreements during the term of the September 2023 Loan Agreement.

to certain exceptions, the Company agreed to pledge all of its assets, with the exception of deposit accounts and accounts receivable,

as collateral.

Additionally, the Company agreed to transfer one US patent and two related foreign patents and a related trademark in

exchange for an exclusive license back of such assets in the area of smoking products and accessories in connection with the September

2023 Loan Agreement.

May 6, 2024, the Company, Warehouse Goods and 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.

The Company evaluated the extinguishment of the Secured Bridge Loan

under ASC 470-50, Debt – Modifications and Extinguishment.

As a result, the Company determined that the Secured Bridge Loan

should be accounted for as an extinguishment and the Company recorded the resulting gain on extinguishment of $ 2.1 million in the

accompanying consolidated statement of operations for the year ended December 31, 2024 As part of the overall modification, the

principal balance with Synergy decreased to $ 2.7 million

from $ 5.1 million.

Synergy acquired certain assets from the Company in exchange for the reduction in overall principal owed and as part of the

transaction, the Company recognized a gain on the debt modification of $ 2.2 million.

This amount is included in the accompanying financial statements within the statement of operations for year ended December 31, 2024

within other income (expense).

The Secured Bridge Loan balance of $ 2.7 million was paid in full by Cobra as part of the October 29, 2024 First Amendment

to Amended and Restated Secured Promissory Note.

The First Amendment to Amended and Restated Secured Promissory Note was repaid in full

in February 2025 with proceeds from the Private Placement.

May 6, 2024, the Company, Warehouse Goods and 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

The Company evaluated the extinguishment of the Secured Bridge Loan under ASC 470-50, Debt – Modifications and Extinguishment.

As a result, the Company determined that the Secured Bridge Loan should be accounted for as an extinguishment and the Company recorded

the resulting gain on extinguishment of $2.1 million in the accompanying consolidated statement of operations for the year ended December

31, 2024 As part of the overall modification, the principal balance with Synergy decreased to $ 2.7 million from $ 5.1 million.

acquired certain assets from the Company in exchange for the reduction in overall principal owed and as part of the transaction, the

Company recognized a gain on the debt modification of $ 2.2 million.

This amount is included in the accompanying financial statements

within the statement of operations for year ended December 31, 2024 within other income (expense).

The Secured Bridge Loan balance of

$ 2.7 million was paid in full by Cobra as part of the October 29, 2024 First Amendment to Amended and Restated Secured Promissory Note.

The First Amendment to Amended and Restated Secured Promissory Note was repaid in full in February 2025 with proceeds from the Private

Company evaluated the extinguishment of the Secured Bridge Loan under ASC 470-50, Debt – Modifications and Extinguishment.

6 unchanged sentences

for a fixed price of $ 2,280 and for a fixed number of shares with no potential for cash redemption.

The Company determines the value of

the warrants using an appropriate valuation method, including a Black-Scholes.

The Company determines the value

of the warrants using an appropriate valuation method, including a Black-Scholes.

As part of the debt extinguishment the 667 Exchange

Warrants were valued at $ 1.0 million using the Black-Scholes model.

Minimum Principal Payments

following table summarizes future scheduled minimum principal payments of debt at December 31, 2024.

Future debt principal payments are

presented based upon the stated maturity dates in the respective debt agreement.

OF MATURITIES OF LONG-TERM DEBT

(in thousands)

Bridge Loan 2

Bridge Loan 3

COMMITMENTS AND CONTINGENCIES

the ordinary course of business, we are involved in various legal proceedings involving a variety of matters.

We do not believe there

are any pending legal proceedings that will have a material adverse effect on our business, consolidated financial position, results

of operations, or cash flows.

However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.

November 13, 2024, Pryor Cashman made a demand for arbitration for unpaid legal invoices in the amount of $ 320,511.48 .

The Company intends

to dispute these claims in arbitration as it contends the services were not authorized or rendered and expects the case to be resolved

at a significant discount (Arbitration, S.D.

February 11, 2025, Earth’s Healing, Inc.

25-Cv-1428 (N.D.

Cal.)) brought a purchaser class action antitrust action against

The Company is involved in legal proceedings and

claims arising in the ordinary course of business.

The Company records a liability for such matters when it is probable that a loss has

been incurred and the amount of the loss can be reasonably estimated.

For matters where a loss is not probable or cannot be reasonably

estimated, no liability is recorded;

however, the Company discloses such matters if there is at least a reasonable possibility that a

material loss may have been incurred.

Management evaluates these matters on an ongoing basis and believes that the ultimate resolution

of such proceedings will not have a material adverse effect on the Company’s consolidated financial statements, although outcomes

are inherently uncertain.

Antitrust Cases

The Company is a defendant in various consumer

and direct purchaser class action lawsuits alleging antitrust violations in connection with the distribution of CCELL products.

matters include actions filed in federal courts in California and involve substantially similar allegations against the Company and other

distributors.

The Company believes these cases are baseless and without merit and is jointly defending these matters with co-defendants.

At this stage, the Company is unable to estimate a reasonably possible loss or range of loss, if any.

On February 11, 2025, Earth’s Healing, Inc.

brought a purchaser class action antitrust action against four U.S.

distributors of CCELL products, including Greenlane Holdings, Inc.

On April 10, 2025, Redbud Roots Inc.

purchaser class action antitrust action against four U.S.

distributors of CCELL products, including Greenlane Holdings, Inc.

On April 17, 2025, Summit Industrial Solutions

LLC brought a purchaser class action antitrust action against four U.S.

distributors of CCELL products, including Greenlane Holdings,

The Company believes the case is baseless and without merit,

and the Company is jointly defending the case with the other named defendants.

December 17, 2024, Crossmark, Inc.

brought a breach of contract suit against our subsidiary, Warehouse Goods, LLC, in the amount of $ 297,181.90 .

The Company intends to defend this breach of contract suit vigorously (Case No.

502024CA011856XXXAM B AI).

February 25, 2025, the Company received a Civil Investigation Demand regarding an investigation to determine whether there is or has

been a violation of 31 U.S.C.

372 the False Claims Act concerning allegations of false claims submitted to federal programs for approval,

payment, and subsequent forgiveness of a Kim International LLC (a subsidiary of Kushco which the Company acquired in 2021) 2020 Federal

Payment Protection Program (“PPP) loan of approximately $ 1.9 million dollars.

At this stage, it is only a request for information

which the Company has provided.

The False Claims Act allows for the DOJ to recoup any PPP loans as well as potential treble damages for

any violation.

At this time, the Company can not assess the likely outcome of the investigation.

December 16, 2024, S.K et al brought a consumer class action antitrust action against four U.S.

distributions of Ccell products, including

Greenlane Holdings, Inc., alleging antitrust violations.

The Company believes the case is baseless and without merit and is currently

jointly defending these claims with the other named defendants in the case.

November 15, 2024, Vaporous Technologies, Inc.

brought a suit for liquidated damages in the amount of $ 664,289.43 under the September

2020 Manufacturing Agreement by Vaporous against Warehouse Goods.

The Company believes they have strong defenses against this suit.

The above matters have been consolidated into

a single amended complaint.

On December 16, 2024, S.K.

et al brought a consumer

class action antitrust action against four U.S.

distributors of CCELL products, including Greenlane Holdings, Inc.

Commercial Litigation

The Company is involved in certain commercial

disputes arising from legacy operations, including claims related to professional services, contract performance, and manufacturing agreements.

The Company disputes these claims and is actively defending or resolving these matters, including through settlement discussions where

At this time, the Company is unable to estimate a reasonably possible loss or range of loss, if any.

On December 17, 2024, Crossmark, Inc.

a breach of contract suit against our subsidiary, Warehouse Goods, LLC, in the amount of $ 297,182 .

The Company disputes the claims and

has engaged in settlement discussions.

At this time, the Company is unable to estimate a reasonably possible loss, if any.

On November 15, 2024, Vaporous Technologies, Inc.

brought a suit for liquidated damages in the amount of $ 664,289 under the September 2020 Manufacturing Agreement by Vaporous against Warehouse

The Company disputes the claims and is defending the matter.

At this time, the Company is unable to estimate a reasonably

possible loss, if any.

On November 13, 2024, Pryor Cashman made a demand

for arbitration for unpaid legal invoices in the amount of $ 320,512 .

The Company previously disputed these claims and entered into a settlement

arrangement, which has been satisfied in accordance with the agreed payment terms.

Government Investigation

On February 25, 2025, the Company received a Civil

Investigation Demand regarding an investigation to determine whether there is or has been alleged violations of the False Claims Act concerning

allegations of false claims submitted to federal programs for approval, payment, and subsequent forgiveness of a Kim International LLC

(a subsidiary of Kushco which the Company acquired in 2021) 2020 Federal Payment Protection Program (“PPP”) loan of approximately

$ 1.9 million dollars.

The Company is cooperating with the investigation and is unable to estimate a reasonably possible loss, if any.

The Company recorded an accrual of approximately

$0.5 million as of December 31, 2025 related to legal matters.

No accrual was recorded as of December 31, 2024.

This accrual does not

necessarily relate to any individual matter described above, and the Company cannot estimate additional reasonably possible losses, if

any, at this time.

Contingencies

6 unchanged sentences

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Accounts Receivable, net

receivable, net is as follows (in thousands):

SCHEDULE OF ACCOUNTS RECEIVABLE

As of December 31,

Accounts receivable amortized cost

Allowance for credit losses

Net accounts receivable

following table summarizes the changes in the allowance for credit losses for accounts receivable (in thousands):

SUMMARIZES THE CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES FOR ACCOUNTS RECEIVABLE

December 31, 2025

December 31, 2024

Balance, beginning of period

Provision for expected credit losses, net

Balance, end of period

and Equipment, net

following is a summary of our property and equipment, at costs less accumulated depreciation and amortization:

OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION

(in thousands)

4 unchanged sentences

Furniture, equipment and software

Personal property

Leasehold improvements

Lesser of lease term or 5 years

Land improvements

Work in process

Lesser of lease term or 5 years

Property and equipment, gross

2 unchanged sentences

expense for property and equipment for the years ended December 31, 2025 and 2024 was approximately $ 0.1 million and $ 0.8 million, respectively.

of December 31, 2024 and 2023, all indefinite-lived intangibles were written off.

We did not acquire any additional intangible assets

during the years ended December 31, 2024 and 2023.

There was no amortization expense for intangible assets for the years ended December

31, 2024 and 2023, respectively.

evaluated goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year and at interim

dates if indicators of impairment exist.

Goodwill was assessed for impairment at the reporting unit level.

There were no goodwill impairments

during the years ended December 31, 2024 and 2023.

The Company recorded an impairment attributed to property and equipment for the years ended December 31, 2025 and 2024 in the amount

of $ 0.7 million and $ 0.2 million, respectively.

Current Assets

following table summarizes the composition of other current assets as of the dates indicated:

OF OTHER CURRENT ASSETS

SCHEDULE OF OTHER CURRENT ASSETS

(in thousands)

As of December 31,

8 unchanged sentences

following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated:

OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

(in thousands)

As of December 31,

1 unchanged sentence

Accrued expenses and other current liabilities:

VAT payable (including amounts related to VAT matter described in Note 2)

Contingent consideration

Accrued employee compensation

Accrued expenses

Refund liability (including accounts receivable credit balances)

Sales tax payable

Accrued expenses and

3 unchanged sentences

We typically complete

orders related to customer deposits within one to six months from the date of order, depending on the complexity of the

customization and the size of the order, but the order completion timeline can vary by product type and terms of sale with each

Changes in our customer deposits liability balance during the year ended December 31, 2024 and 2023, respectively, were as

OF CHANGES IN CUSTOMER DEPOSIT LIABILITY

orders related to customer deposits within one to six months from the date of order, depending on the complexity of the customization

and the size of the order, but the order completion timeline can vary by product type and terms of sale with each customer.

our customer deposits liability balance during the year ended December 31, 2025 and 2024, respectively, were as follows:

SCHEDULE OF CHANGES IN CUSTOMER DEPOSIT LIABILITY

(in thousands)

6 unchanged sentences

Increases due to deposits received, net of other adjustments

Customer Overpayments

Customer adjustments

Revenue recognized

2 unchanged sentences

components of accumulated other comprehensive income (loss) for the periods presented were as follows:

OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS

SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS

(in thousands)

11 unchanged sentences

Party Transactions

Persofsky, a Greenlane Director, is also a Principal Owner of Green Gruff USA Inc, (“Green Gruff”).

As of December 31, 2024,

there have been no transactions between the Company and Green Gruff.

Kovacevich, our former Chief Corporate Development Officer owns capital stock of Blum Holdings Inc.

(“Blum”) and serves on

the Blum board of directors.

Total accounts receivable due from Blum were approximately $ 0.4 million as of December 31, 2024 and 2023,

respectively.

On February 8, 2023, we filed a lawsuit against Blum in Superior Court of California, Orange County, seeking to compel

the repayment of Blum’s open balance due to us.

As of the date of these financial statements were available to be issued, there

has been a judgement received in favor of the Company.

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

taken out on September 22, 2023, however, none are executive officers or directors of the Company.

On October 24, 2025, the Company appointed

its Chief Investment Officer, Ben Isenberg, to manage digital-asset treasury activities.

The Chief Investment Officer has relationships

within the Berachain ecosystem, and is also the owner of BSQD Corp., a liquidity provider who the Company may transact with to execute BERA acquisitions.

Any such transactions would be conducted on an arm’s length basis at prevailing market prices and conditions.

Renah Persofsky, who served as a Greenlane Director until October 23, 2025, is also a Principal Owner of Green Gruff USA

Inc, (“Green Gruff”).

In January 2025 the Company entered into an amended distribution agreement with Green Gruff.

year ended December 31, 2025, the Company recognized $ 60 thousand of revenue from sales of Green Gruff and incurred $28 thousand in cost

of goods sold from purchases.

As of December 31, 2025, the Company had $ 22 thousand due from Green Gruff, which is included in accounts

receivable on the consolidated balance sheet.

As of and for the year ended December 31, 2024, there were no transactions between the

Company and Green Gruff.

of December 31, 2025, there were no other related-party transactions to disclose.

The Company believes that transactions with related

parties are conducted on terms comparable to those that could be obtained in arm’s-length transactions;

however, such transactions

may not be indicative of the terms that would have been obtained from unrelated third parties.

DIGITAL ASSETS

October 23, 2025, the Company adopted Berachain as its primary treasury reserve asset.

Under this new treasury strategy, the Company

purchases and holds Berachain for long term investment purposes.

The Company accounts for its Berachain as digital asset in accordance

with ASC 350, Intangibles-Goodill and Other and has ownership over its Berachain, which are included in digital assets in the Consolidated

Balance Sheets.

As of December 31, 2025, there were no contractual restrictions on the Company sale of its Berachain assets.

Company’s BERA acquisition for investment purpose are initially recorded at cost, inclusive of transaction costs and fees.

Subsequently,

the Company remeasure its BERA investment at fair value at the end of each reporting period with changes recognized in net income through

other (expense) income, net on the Company’s Consolidated Statements of Operations.

following table sets forth the units held, cost basis, and fair value of both USDT, ETH, BERACHAIN and USDC held, as shown on the balance

sheet as of December 31, 2025 (In thousands, except per coin):

SCHEDULE OF UNITS HELD, COST BASIS AND FAIR VALUE OF CRYPTO

Stablecoins – Cash Equivalent

Intangible Digital Assets

basis is equal to the cost of the digital asset, net of any transaction fees, if any, at the time of purchase or upon receipt.

represents the quoted digital assets prices within the Company’s principal market at the time of measurement (11:59 Eastern).

Company began cryptocurrency activities during the year ended December 31, 2025.

The following table presents a roll forward of

the Company’s digital asset holdings, including BERA tokens, as well as U.S.

dollar-denominated stablecoins held in Company-controlled

wallets, for the year ended December 31, 2025.

Digital assets are measured at fair value with changes recognized in earnings, while stablecoins

are classified as cash equivalents and included for informational purposes only.

SCHEDULE OF CRYPTOCURRENCY ACTIVITIES

Cash equivalent - Stablecoins

Intangible Digital Assets - BERA

Balance as of December 31, 2024

Digital assets acquired from October 2025 PIPE

Change in fair value

Balance at December 31, 2025

The Company did not hold any digital assets during

the year December 31, 2024.

STOCKHOLDERS’ EQUITY

of our Class A common stock have both voting interests and economic interests (i.e., the right to receive distributions or dividends,

whether cash or stock, and proceeds upon dissolution, winding up or liquidation), while shares of our Class B common stock have voting

interests but no economic interests.

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

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

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

to vote together with the holders of Common Stock, as a single class with such holders of preferred stock).

June 5, 2023, we completed a one-for-10 reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse

Stock Split, the “Reverse Stock Splits”) of our issued and outstanding shares of Common Stock, as further described in “Note

2 - Summary of Significant Accounting Policies.” As a result of the 2023 Reverse Stock Split, every 10 shares of Common Stock issued

and outstanding were converted into one share of Common Stock.

We paid cash in lieu of fractional shares, and accordingly, no fractional

shares were issued in connection with the 2023 Reverse Stock Split.

June 18, 2024, the Board unanimously approved and declared advisable, and recommended that our stockholders approve at a Special Meeting

that took place on July 29, 2024, the adoption of the 2024 Amendment to effect a reverse stock split of our Common Stock at any whole

number between, and inclusive of, one-for-two to one-for-twenty.

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

Meeting granted the Board the authority, but not the obligation, to file the 2024 Amendment to effect the Proposed 2024 Reverse Stock

Split no later than August 5, 2024, with the exact ratio and timing of the Proposed 2024 Reverse Stock Split to be determined at the

discretion of the Board.

On July 23, 2024, the Board approved the reverse split at a ratio of one-for-11 and the Amendment has been filed

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

of trading on the Nasdaq.

For additional information about the July 29, 2024 Special Meeting and the 2024 Reverse Stock Split, see the

Company’s Definitive Proxy Statement filed with the SEC on June 28, 2024 and Form 8-K filed with the SEC on July 31, 2024.

Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock.

All share and

per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for

all periods presented to give effect to the Reverse Stock Split, including reclassifying an amount equal to the reduction in par value

of Common Stock to additional paid-in capital.

whether cash or stock, and proceeds upon dissolution, winding up or liquidation).

All Class B shares were converted to Class A in December

Accordingly, we no longer have Class B shares outstanding, and references to Class B are for historical context only.

of our Class A common stock entitles the record holder thereof to one vote on all matters on which stockholders generally are entitled

to vote, and except as otherwise required in the A&R Charter, the holders of Common Stock will vote together as a single class on

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

with such holders of preferred stock).

June 26, 2025, the Company completed a one-for-750 reverse stock split of our issued and outstanding shares of Common Stock, as further

described in “Note 1 – Business Operations and Organization.” As a result of the 2025 Reverse Stock Split, every 750

shares of Common Stock issued and outstanding were converted into one share of Common Stock.

In lieu of fractional shares, we rounded

up to the next whole share, and accordingly, no fractional shares were issued in connection with the 2025 Reverse Stock Split.

The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common

All share and per share amounts in these consolidated financial statements and notes thereto have been retroactively adjusted for

all periods presented to give effect to the Reverse Stock Splits, including the related reclassification between common stock and additional

paid-in capital.

Stock and Warrant Offerings

2023 Offering

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

aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A common

stock (the “July 2023 Pre-Funded Warrants”) and warrants to purchase up to 8,095,238 shares of our Class A common stock (the

“July 2023 Standard Warrants”).

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

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

The July 2023 units were offered pursuant

to an effective Registration Statement on Form S-1.

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

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

Each July 2023 Pre-Funded Warrant is exercisable immediately

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

The July 2023 Offering generated gross

proceeds of approximately $ 4.3 million and net proceeds to the Company of approximately $ 3.9 million.

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

additional 1,911,000 shares of our Class A common stock subsequent to year end, for de minimis net proceeds.

connection with the July 2023 Offering, the Company entered into privately negotiated agreements with holders participating in the offering

to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in connection

with the June 2022 and October 2022 Offerings at exercise prices per share of $ 50.00 and $ 9.00 , respectively, and expire on December

29, 2027 and November 1, 2029 , respectively (collectively, the “Prior Warrants”), effective upon the closing of the July

2023 Offering to reduce the exercise price of the Prior Warrants to $ 1.05 , the exercise price of the warrants to purchase shares of Class

A common stock offered in the July 2023 Offering.

All other terms of the Prior Warrants remained unchanged.

2024 Private Placement

August 12, 2024, the Company entered into a securities purchase agreement with a single institutional investor pursuant to which we agreed

to issue and sell an aggregate of 58,000 shares of our Class A common stock, pre-funded warrants to purchase up to 2,305,637 shares of

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

A common stock (the “August 2024 Standard Warrants”).

August 12, 2024, the Company entered into a securities purchase agreement with certain holders (the “Holders”) pursuant to

which we agreed to issue and sell an aggregate of 78 shares of our Class A common stock, pre-funded warrants to purchase up to 3,075

shares of our Class A common stock (the “August 2024 Pre-Funded Warrants”) and warrants to purchase up to 6,303 shares of

our Class A common stock (the “August 2024 Standard Warrants”).

for aggregate gross cash proceeds of $ 6.5 million.

In connection with

the private placement, the Company will issue an aggregate of 2,363,637 units and pre-funded units.

The pre-funded units will be sold

at the same purchase price as the units, less the pre-funded warrant exercise price of $ 0.001 .

Each unit and pre-funded unit will consist

of one share of common stock (or one pre-funded warrant) and two common warrants, each exercisable for one share of common stock at an

exercise price of $ 2.50 per share.

The common warrant will be exercisable on the initial exercise date described in the common warrant

and will expire 5.0 years from such date.

In connection

with the private placement, the Company issued an aggregate of 3,152 units and pre-funded units.

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 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 warrants were exercisable on the initial exercise date described in the warrants and expire 5 five years

from such date.

February 18, 2025, the Company entered into an Exchange Agreement with Holders of three tranches of warrants to purchase Common Stock

previously issued by the Company in August 2024 and October 2024.

Under such Exchange Agreement, such Holders exchanged 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.

The Company exchanged 6,117 warrants not previously exercised into two and one-half ( 2.5 ) year warrants in the form of the Series B Warrants

with an exercise price of $ 2,235 per share.

2024 Private Placement

1 unchanged sentence

In connection

with the Exchange, the Company issued an aggregate of 1,761,830 five

year warrants with an exercise price of $ 3.04 per

share (the “Exchange Warrants”).

The Exchange Warrants which were deemed to

classified as equity as the warrants were exercisable for a fixed price of $ 3.04 and for a fixed number of shares with no potential for

cash redemption.

The Company determines the value of the warrants using an appropriate valuation method, including a Black-Scholes.

part of the debt extinguishments the 1,761,830 Exchange Warrants were valued at $ 3.7 million using the Black-Scholes model.

with the Exchange, the Company issued an aggregate of 2,350 5 five-year

warrants with an exercise price of $ 2,280

per share (the “Exchange Warrants”).

The Exchange Warrants were classified in equity because they were exercisable for a

fixed price of $ 2,280

per share and a fixed number of shares and did not include cash settlement provisions.

The Company determined the fair value of the

Exchange Warrants using the Black-Scholes option pricing model.

As part of the debt extinguishment, the 2,350

Exchange Warrants were valued at approximately $ 3.7

February 2025, the Company exchanged the remaining 2,056 warrants not previously exercised into warrants which were substantially equivalent

to the Series B Warrants which were two and one-half ( 2.5 ) year warrants in the form of the Series B Warrants with an exercise price

of $ 892.50 per share.

2025 Private Placement

February 19, 2025, the Company consummated a 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 and investor warrants at a price of $ 892.50 per Common Unit.

The 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 $ 1,115.63 (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 B Warrant is $ 2,231.25 per share of

Common Stock or pursuant to an alternative cashless exercise option.

initial exercise price of each Series A Warrant is $ 1,115.63 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, 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.

part of the Purchase Agreement, the Company agreed to place $ 2.5

million into an escrow account to secure certain indemnification obligations in connection with the private placement.

December 31, 2025, $ 1.7 million of the escrow balance had been returned to the Company and $ 0.8

million had been credited to the Purchasers as a result of late filings by the Company.

2025 PIPE Transaction

Purchase Agreements

October 20, 2025, the Company entered into subscription agreements with certain accredited investors for a private placement funded

dollars, USDC or USDT.

In connection with the cash-funded leg of the transaction, the Company agreed to issue 3,328,012 shares

of Common Stock and pre-funded warrants to purchase 9,789,166 shares

of Common Stock.

Gross consideration for the overall October 2025 PIPE transaction was approximately $ 109.9 million, consisting of

cash, stablecoins and BERA.

of the Cash Pre-Funded Warrants is exercisable for one share of Common Stock at the remaining exercise price of $0.01 per Cash Pre-Funded

Warrant Share, and may be exercised at any time following the closing of the Cash Offering until all of the Cash Pre-Funded Warrants

issued in the Cash Offering are exercised in full.

Each Cash Subscriber’s ability to exercise its Cash Pre-Funded Warrants in exchange

for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein.

October 20, 2025, the Company also entered into subscription agreements with certain accredited investors for a private placement

funded with BERA.

In connection with the cryptocurrency-funded leg of the transaction, the Company agreed to issue pre-funded

warrants to purchase 15,504,902

shares of Common Stock.

For purposes of the transaction, BERA was valued at $ 1.9477

per token based on a seven-day trailing VWAP using Binance 1-hour Kline data, or $ 0.9836

per token in the case of the Berachain Foundation, reflecting a 49.5% discount.

The cryptocurrency-funded pre-funded warrants have

an exercise price of $ 0.01

In connection with the October 2025 PIPE transaction, the Company agreed to certain contractual transfer restrictions

on a portion of the BERA received.

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

had been implemented, and the Company 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.

The exercise of the Cryptocurrency Pre-Funded Warrants into shares of Common Stock was subject to stockholder approval.

The Company obtained

such stockholder approval at a special meeting of stockholders held on December 16, 2025.

Following stockholder approval, certain of the

Cryptocurrency Pre-Funded Warrants became exercisable for one share of Common Stock at an exercise price of $ 0.01 per share and remain

exercisable until exercised in full, subject to the beneficial ownership limitations set forth therein.

Certain of the Cryptocurrency

Pre-Funded Warrants are subject to lock-up agreements that expire on April 18, 2026, after which they become exercisable for one share

of Common Stock at an exercise price of $ 0.01 per share and remain exercisable until exercised in full, subject to the beneficial ownership

limitations set forth therein.

The Company received aggregate gross consideration of approximately $ 110 million in the Offerings, consisting of cash, stablecoins and BERA.

The Company intends to use the net cash proceeds to support its BERA treasury operations, working capital, general corporate purposes

and transaction-related fees and expenses.

In connection with the October 2025 PIPE transaction, the Company engaged Aegis Capital Corp.

(“Aegis”) as placement agent.

The Company paid Aegis a cash placement fee equal of $ 5 million, as well as a non-accountable commission equal to 2% of the 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 Aegis).

In addition, the Company issued to Aegis or its designees warrants to purchase shares of the Company’s

common stock equal to approximately 5.0% of the aggregate number of shares sold in the offering (the “Placement Agent Warrants”).

The Placement Agent Warrants have an exercise price equal to 125% of the offering price of the securities sold in the private placement

and are exercisable for a period of five years from the date of issuance.

The Placement Agent Warrants were classified as equity instruments

and recorded in additional paid-in capital based on their relative fair value at the date of issuance.

The Company has issued warrants in connection

with equity financing transactions, debt restructuring and exchange transactions, and strategic advisory arrangements entered into in

connection with its transition to a digital asset treasury strategy.

These warrants are classified as equity instruments because they

are exercisable for a fixed number of shares at a fixed exercise price and do not include provisions requiring cash settlement.

The Company accounts for warrants issued in connection

with equity financings and services in accordance with ASC 815-40, ASC 718, and ASC 505-50.

Warrants are classified as equity instruments

when they are indexed to the Company’s own stock and meet the criteria for equity classification.

Warrants issued in connection

with financing transactions are recorded in additional paid-in capital at their relative fair value on the date of issuance and are not

subsequently remeasured.

Warrants issued in exchange for services are measured at fair value on the grant date.

Where no substantive service

period exists, the full fair value is recognized immediately in general and administrative expense;

where a substantive service period

exists, expense is recognized over the service period.

During the year ended December 31, 2025, the Company

issued warrants and warrant-like instruments in connection with the October 2025 private placement and related cryptocurrency subscription

agreements, as well as strategic advisory arrangements.

A significant portion of these instruments consisted of pre-funded warrants with

a nominal exercise price of $ 0.01 per share.

Because these warrants were substantially pre-funded, they are considered equity instruments

and their exercise is generally expected.

Advisory warrants totaling 5,264,752 shares of

common stock were issued to certain strategic advisors and service providers in lieu of or in addition to cash compensation.

warrants issued under the Company’s master strategic advisory agreement were not subject to vesting, forfeiture, or performance

conditions and were determined to have no substantive service period;

accordingly, the related expense was recognized in full at the grant

In contrast, warrants issued under certain advisory arrangements with defined service periods are recognized over the term of the

During the year ended December 31, 2025, a total

of 1,375,435 warrants were exercised, including 1,353,658 pre-funded warrants and 21,777 additional pre-funded warrants.

Because pre-funded

warrants are fully funded at issuance and have a nominal exercise price, exercises do not result in material cash proceeds and are reflected

as reclassifications within stockholders’ equity.

activity for the years ending December 31, 2025 and 2024 is as follows:

Weighted Average

Exercise Price

SCHEDULE OF WARRANT ACTIVITY

Number of Warrants

Weighted Average Exercise Price

Balance, December 31, 2023

1 unchanged sentence

Expired or rescinded

( 1,424,384 )

Balance, December 31, 2025

of December 31, 2025, outstanding warrants have a weighted average remaining life of 3.32 years.

Value of Warrants issued:

following ranges of assumptions were used in calculations of the Black-Scholes option pricing models for warrants issued in the years

ended December 31, 2024 and December 31, 2023:

The increase in warrants issued during the year ended

December 31, 2025 primarily relates to warrants issued in connection with (i) the October 2025 private placement and related cryptocurrency

subscription agreements and (ii) strategic advisory arrangements entered into during the year.

Company did not have any material warrant forfeitures or cancellations during the period.

The weighted-average exercise price reflects a mix

of financing warrants, which were issued at market-based terms, and advisory warrants, which were measured at fair value at grant date

based on option pricing models.

For the year ended December 31, 2025, the Company

recognized $ 18.6 million of non-cash stock-based compensation expense related to warrants issued to non-employee service providers and

strategic advisors.

This expense is included within general and administrative expenses in the consolidated statements of operations.

Warrants issued during the year are reflected as increases

to additional paid-in capital within the consolidated statements of stockholders’ equity.

Valuation assumptions used for warrants measured

at fair value on issuance:

estimated the fair value of certain warrants using the Black-Scholes option pricing model at the date of issuance.

The use of this model

requires management to make significant estimates and assumptions, including the expected term of the warrants, expected volatility of

the Company’s stock price, risk-free interest rate, and expected dividend yield.

Expected volatility

was determined using a combination of the Company’s historical stock price volatility and the volatility of comparable publicly

traded companies, due to the Company’s limited trading history and significant changes in its business model during the periods

The risk-free

interest rate was based on U.S.

Treasury yields in effect at the time of grant for instruments with similar expected terms.

term represents the contractual life of the warrants.

The expected dividend yield was assumed to be zero, as the Company has not historically

paid dividends and does not expect to do so in the foreseeable future.

Pre-funded warrants,

which have nominal exercise prices and are fully funded at issuance, were not valued using the Black-Scholes model.

The following

table summarizes the weighted-average assumptions used in the Black-Scholes model for warrants measured at fair value at issuance:

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANTS ISSUED

$ 2,760.00 - $ 3,037.50

Risk-free interest rate

9 unchanged sentences

reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Class A common

stock is as follows (in thousands, except per share amounts):

stock is as follows (in thousands, except share and per share amounts):

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED

thousands, except per share data)

For the year ended December 31,

(in thousands, except per share data)

the year ended December 31,

thousands, except per share data)

Net loss attributable to non-controlling interests

Deemed Dividend on “October 2022 Standard Warrants”

Net loss attributable to Class A common stockholders

Weighted average shares of Class A common stock outstanding *

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

giving effect to the Reverse Stock Splits.

July 2023 Pre-Funded Warrants were included in the weighted-average in the computation of basic net loss per share of Class A common

stock for the years ended December 31, 2024 and 2023, beginning with their issuance date, as their stated exercise price of $ 0.001

was non-substantive and their exercise was virtually assured.

2024 Pre-Funded Warrants were included in the weighted-average in the computation of basic net loss per share of Class A commons stock

for the year ended December 31, 2024, beginning with their issuance date, as their stated exercise price of $ 0.001 was non-substantive

and their exercise was virtually assured.

June 29, 2023 in connection with the July 2023 Offering, the Company entered into agreements with holders participating in the offering

to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in November

2022 at an exercise price per share of $ 9.00 .

The warrants expire on November 1, 2029.

In connection with the amendment, the exercise

price of the warrants was reduced to $ 1.05 .

The impact of the amendment resulted in a deemed dividend in the amount of $ 0.4 million.

The deemed dividend was calculated by the change in fair value.

the years ended December 31, 2024 and 2023, respectively, shares of Class B common stock and stock options and warrants to purchase Class

A common stock were excluded from the weighted-average in the computation of diluted net loss per share of Class A common stock because

the effect would have been anti-dilutive.

of our Class B common stock do not share in our earnings or losses and are therefore not participating securities.

As such, separate

calculations of basic and diluted net loss per share for each of our Class B common stock under the two-class method have not been presented

for the years ended December 31, 2024 and 2023, all Common Units of the Operating Company and Class B common stock had been exchanged

for Class A common stock, and we owned.

The following table sets forth the outstanding potentially dilutive securities

that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive (in common stock

equivalent shares):

of Outstanding Potentially Dilutive Securities

loss attributable to Class A common stockholders

Weighted average shares

of Class A common stock outstanding*

Net loss per share of

Class A common stock - basic and diluted*

giving effect to the June 2025 1-for-750 Reverse Stock Split.

Pre-funded warrants with nominal exercise prices were included in the weighted-average

number of shares outstanding for purposes of calculating basic net loss per share beginning on their respective issuance dates, as the

exercise price is non-substantive and exercise is considered virtually assured.

For the years ended December 31, 2025 and 2024, stock options and warrants

to purchase Class A common stock were excluded from the computation of diluted net loss per share because their inclusion would have been

anti-dilutive due to the net loss reported for each period.

Potentially dilutive securities include stock options, warrants, and pre-funded

however, these instruments were excluded from diluted net loss per share as their inclusion would have been anti-dilutive.

The following

table presents the total number of potential common shares excluded from the computation of diluted net loss per share because their

effect would have been anti-dilutive (in common stock equivalent shares):

SCHEDULE OF OUTSTANDING POTENTIALLY DILUTIVE SECURITIES

December 31, 2025

December 31, 2024

For the year ended

December 31, 2025

December 31, 2024

Stock options to purchase common stock

3 unchanged sentences

and Restated 2019 Equity Incentive Plan

April 2019, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”).

In August 2021, we adopted, and our shareholders

approved, the Amended and Restated 2019 Equity Incentive Plan (the “Amended 2019 Plan”), which amends and restates the 2019

Plan in its entirety.

At our 2022 Annual Meeting of Stockholders on August 4, 2022, stockholders approved the Second Amended and Restated

2019 Equity Incentive Plan (the “Second Amended 2019 Plan”) which, among other things, increased the number of shares of

Class A common stock authorized for issuance under the Amended 2019 Plan.

Following the effect of the Reverse Stock Splits, the total

number of shares of Class A common stock authorized for issuance is 10,000 shares.

Second Amended 2019 Plan provides eligible participants with compensation opportunities in the form of cash and equity incentive awards.

The Second Amended 2019 Plan is designed to enhance our ability to attract, retain and motivate our employees, directors, and executive

officers, and incentivizes them to increase our long-term growth and equity value in alignment with the interests of our stockholders.

June 2, 2023, the Company’s stockholders approved a third amendment and restatement of the 2019 Plan (the “Third Amended

The Third Amended Plan, among other things, increases the number of shares of Class A common stock authorized for issuance

under the Second Amended 2019 Plan by 19,078 shares to an aggregate of 29,078 shares.

As of the date of this Annual Report on Form 10-K,

we have not filed a Registration Statement on Form S-8 with the Securities and Exchange Commission to register the additional shares

authorized under the Third Amended Plan.

April 2019, the Company adopted the Greenlane Holdings, Inc.

2019 Equity Incentive Plan (the “2019 Plan”).

The Plan has been

amended and restated several times since adoption.

As of December 31, 2025, the Company’s equity incentive plan balances, including

the total shares authorized for issuance, awards outstanding, and shares available for future grant, reflect all amendments approved

through that date, including the plan’s evergreen feature.

October 2025, Company included in its proxy statement a proposal to increase the share reserve under the Company’s equity incentive

plan to 3,000,000 shares.

The plan already includes a 15% evergreen feature.

Based on shares outstanding as of the record date described

in the proxy, the evergreen provision would add approximately 2.9 million incremental shares.

The Company filed a registration statement

on Form S-8 to register any additional shares following stockholder approval.

option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of

grant based on the closing market price of its common stock as reported on The Nasdaq Global Market.

The option awards include

service-based vesting conditions tied to specific service dates.

The requisite service period is generally shorter in duration and

varies by employee based on individual award terms.

The stock options expire five years after the date of grant.

the year ended December 31, 2025, the Company granted 3,000,000

nonqualified stock options with a weighted-average exercise price of $ 3.84 .

The grant-date fair value of these awards was determined using the Black-Scholes option pricing model.

Key assumptions included a

stock price of $ 3.46 ,

an expected term of four years, expected volatility of 120 %, a risk-free rate based on U.S.

Treasury yields of 4.2 %, and a dividend

yield of zero.

The expected term reflects the contractual life of the awards (five years) and expected exercise behavior, as the

options were granted out-of-the-money and are expected to be exercised upon sufficient appreciation in the Company’s stock

The resulting aggregate grant-date fair value is recognized as compensation expense over the requisite service period in

accordance with ASC 718.

Company recorded stock-based compensation expense of approximately $ 4.6 million and $ 0.1 million for the years ended December 31, 2025 and 2024, respectively,

related to stock options.

The 2025 expense reflects amortization of the grant-date fair value of the awards granted in October 2025 over

the applicable service periods, as well as the impact of the forfeitures recognized during the period.

Gross stock-based compensation

expense related to these awards was approximately $ 7.6 million, which was reduced by approximately $ 3.0 million of expense reversals associated

with forfeited awards.

Because the awards were

granted in October 2025, only a portion of the total grant-date fair value was recognized during the year ended December 31, 2025, with

the remaining unrecognized compensation cost to be recognized over the remaining service periods.

were no stock options exercised during the year ended December 31, 2025.

Based on the fair market value of the Company’s common

stock at December 31, 2025 the total intrinsic value of all outstanding options was none.

following table summarizes the Company’s stock option activity:

SCHEDULE OF STOCK OPTION ACTIVITY

Stock options outstanding

Weighted average exercise price

Outstanding at December 31, 2024

( 1,120,000 )

Outstanding at December 31, 2025

Options outstanding at December 31, 2025

include awards subject to ongoing service-based vesting conditions.

The difference between options granted and compensation expense recognized

reflects the timing of expense recognition over the requisite service periods, as well as the impact of forfeitures recorded during the

The intrinsic value represents the difference between the fair market

value of the Company’s common stock on the date of exercise and the exercise price of each option.

Based on the fair market value

of the Company’s common stock at December 31, 2025 the total intrinsic value of all outstanding options was none.

options outstanding, vested and expected to vest and exercisable are as follows:

SCHEDULE OF STOCK OPTIONS OUTSTANDING VESTED

As of December 31, 2025

Number of shares

Remaining contractual

Weighted- average

exercise price

Outstanding, vested and or expected to vest

the year ended December 31, 2025, the Company granted 115,000

RSUs to members of its senior management and certain other employees pursuant to the 2019 Plan.

There were 115,000

RSUs that vested during the year ended December 31, 2025.

The Company accounts for RSUs issued to employees at fair value, based on

the market price of the Company’s common stock on the date of grant.

The weighted-average grant date fair value of RSUs

granted during the year ended December 31, 2025 was $ 3.24 .

The fair values of RSUs that vested during the years ended December 31, 2025 was approximately $ 0.4

During the year ended December 31, 2025, the Company recorded $ 0.2

million of stock-based compensation related to RSUs.

of December 31, 2025, there was no unrecognized compensation expense related to unvested RSUs.

Compensation Expense

9 unchanged sentences

Total equity-based compensation expense

were no options granted during the years ended December 31, 2024 and 2023.

of December 31, 2024, there was no remaining unrecognized compensation expense.

a result of the IPO and the related transactions completed in April 2019, we owned a portion of the Common Units of the Operating Company,

which is treated as a partnership for U.S.

federal and most applicable state and local income tax purposes.

As a partnership, the Operating

Company was generally not subject to U.S.

federal and certain state and local income taxes.

Any taxable income or loss generated by the

Operating Company was passed through to and included in the taxable income or loss of its members, including Greenlane, on a pro-rata

basis, in accordance with the terms of the Operating Agreement.

The Operating Company was also subject to taxes in foreign jurisdictions.

We are a corporation subject to U.S.

federal income taxes, in addition to state and local income taxes, based on our share of the Operating

Company’s pass-through taxable income.

on December 31, 2022, the Operating Company became wholly owned by us.

As a result, the Operating Company’s tax status was converted

from a partnership to a disregarded entity.

Starting in 2023, 100% of the Operating Company’s U.S.

income and expenses will be

included in our US and state tax returns.

stock options granted during the year ended December 31, 2024.

of December 31, 2025, there was

remaining unrecognized compensation expense of $ 0.5 million related to unvested stock option awards, which will be recognized over the remaining service periods.

Prior to December 31, 2022, the Operating Company

was treated as a partnership for U.S.

federal and most applicable state and local income tax purposes, and its taxable income or loss

was generally passed through to its members.

Effective December 31, 2022, the Operating Company became wholly owned by the Company and

is treated as a disregarded entity for U.S.

tax purposes.

Beginning in 2023, 100% of the Operating Company’s U.S.

income and expenses

have been included in the Company’s U.S.

federal and state income tax returns.

The Company also files in various state jurisdictions

and certain foreign jurisdictions, including Canada and the Netherlands.

the year ended December 31, 2025, the Company recorded a current state income tax provision of approximately $ 7 thousand.

No federal, foreign or additional state current income tax provision was recorded

The Company recorded no net deferred tax provision for 2025 because changes in gross deferred tax assets and liabilities were

substantially offset by corresponding changes in the valuation allowance.

Beginning with annual reporting for 2025, the Company adopted ASU

2023-09, Improvements to Income Tax Disclosures (Topic 740), prospectively.

For the year ended December 31, 2025, the Company’s

effective tax rate primarily reflects state income taxes, permanent differences, and changes in valuation allowance.

Because the Company

continues to maintain a full valuation allowance against its deferred tax assets, no material net deferred tax expense or benefit was

recognized for 2025.

Company’s United States and foreign operations components of income (loss) from continuing operations before income taxes are as

SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN

(in thousands)

For the year ended December 31,

3 unchanged sentences

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

(in thousands)

For the year ended December 31, 2025

5 unchanged sentences

Change in valuation allowance

Change in tax rate

Tax conversion of Operating Company

Up-C consolidation

KushCo merger or true ups

Total deferred tax (benefit) expense

Income tax (benefit) expense

difference between the income tax provision at the U.S.

federal statutory rate and the recorded provision is primarily due to the valuation

allowance recorded on all deferred tax assets.

A reconciliation of the provision for income taxes to the amount computed by applying

the 21 % statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

SCHEDULE OF RECONCILIATION OF THE PROVISION FOR INCOME TAXES

Year Ended December 31,

Federal statutory income tax rate

State and local income taxes, net of federal income tax effect

Changes in valuation allowances

Deferred only adjustments

Net operating loss

Other adjustments

Effective income tax rate

reconciliation of the income tax (benefit) expense computed at the U.S.

2 unchanged sentences

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

(in thousands)

For the year ended December 31,

2 unchanged sentences

State tax expense, net of federal benefit

Loss attributable to non-controlling interests

Net operating loss

Change in valuation allowance

Change in tax rates

Prior year true-ups

Income tax (benefit) expense

Due to cumulative losses and the full valuation allowance recorded against

deferred tax assets, the Company did not recognize a material tax benefit on its 2025 pretax loss.

Tax Assets and Liabilities

1 unchanged sentence

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

As of December 31,

(in thousands)

of December 31,

and other intangible assets

for doubtful accounts

lease liability

interest carryforward

Net operating

loss carryforwards

Unrealized gain/loss

deferred tax assets

Goodwill and other intangible assets

Allowance for doubtful accounts

Operating lease liability

Equity-based compensation

Business interest carryforward

Net operating loss carryforwards

Total deferred tax assets

Valuation allowance

Net deferred tax assets

deferred tax assets

Deferred tax liability:

Right of use assets

Total deferred tax liabilities

Net deferred tax assets and liabilities

had approximately $ 268.5

million of Federal net operating loss carryforwards,

of which approximately $ 9.8

million expire in 2038, and the remainder are

not subject to expiration.

Their utilization is limited to 80% of our future taxable income.

We also had approximately $ 263.5

of State net operating loss carryforwards that

begin expiring in 2038, $ 14.9

million of Dutch that begin expiring in 2029,

million Canadian net operating loss carryforwards

that begin expiring in 2026.

Their utilization is limited to our future taxable income.

We have not completed our evaluation of NOL utilization

limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change in ownership rules.

Due to the fact

that there is a full valuation allowance and losses being generated in the current year, any limitation based on the code would not have

a material impact on the net deferred tax asset balance.

In addition, the deduction for business interest is limited to 30 percent of

taxable income (the “Section 163(j) limitation”).

The interest that is not deductible due this limitation is carried forward

to subsequent years and subject to the next years Section 163(j) limitation.

At December 31, 2024 we had 26.3

million of business interest carryforwards, which

includes $ 17.6

million from the KushCo merger.

The utilization

of the business interest carryforward from the KushCo merger may be further limited by the application of the Section 382 rules.

the years ended December 31, 2024 and 2023, respectively, management performed an assessment of the realizability of our deferred tax

assets based upon which management determined that it is not more likely than not that the results of operations will generate sufficient

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

Consequently, we established a full valuation allowance against

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

In the event that management

determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, an adjustment

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

do not record U.S.

income taxes on the undistributed earnings of our foreign subsidiaries, except for the Canadian subsidiary, based

upon our intention to permanently reinvest undistributed earnings into working capital and further expansion of existing operations outside

the United States.

In the event we are required to repatriate funds from outside of the United States, such repatriation would be subject

to local laws, customs, and tax consequences.

of use assets

Section 481 (a) adjustment

deferred tax liabilities

deferred tax assets and liabilities

tax assets and liabilities are presented on a net basis by jurisdiction.

As of December 31, 2025, deferred tax assets were fully offset

by valuation allowances and deferred tax liabilities, resulting in a net deferred tax liabilities, resulting in a net deferred tax position

Certain deferred tax asset balances, including those

related to goodwill and other intangible assets and equity-based compensation, reflect historical tax positions and methodologies that

continue to be evaluated by management.

The Company will refine such balances, if necessary, as additional analysis is completed.

As of December 31, 2025, the Company had

approximately $ 270.3

million of federal net operating loss carryforwards, of which

approximately $ 9.8

million expire beginning in 2038 and the remainder do not expire.

Utilization of the federal net operating losses generated after 2017 is generally limited to 80% of future taxable income.

also had approximately $ 239.0

million of state net operating loss carryforwards that begin

expiring in 2038, approximately $ 14.9

million of Dutch net operating loss carryforwards that begin

expiring in 2029, and approximately $ 0.2

million of Canadian net operating loss carryforwards that begin

expiring in 2026.

The Company has not yet completed a formal analysis of potential limitations on utilization under Section 382 of the

Internal Revenue Code and similar state provisions.

While management does not currently expect such limitations to materially impact

the net deferred tax asset balance due to the full valuation allowance, this assessment remains subject to further analysis.

In addition, the deduction for business interest expense is limited

to 30% of taxable income under Section 163(j).

Disallowed interest is carried forward to future periods and remains subject to the Section

163(j) limitation in those periods.

As of December 31, 2025, the Company had approximately $ 26.3

million of business interest carryforwards, including approximately

million related to the KushCo merger.

In assessing the realizability of deferred tax assets, management

considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization

of deferred tax assets depends on the generation of future taxable income during the periods in which temporary differences become deductible

and carryforwards are available.

Management considered all available positive and negative evidence, including cumulative losses in recent

years, the Company’s historical operating results, projected future taxable income, the scheduled reversal of deferred tax liabilities,

and available tax planning strategies.

Based on this evaluation, management concluded that a full valuation allowance was required as

of December 31, 2025 and 2024.

The utilization of the Company’s net operating loss carryforwards

and tax credit carryovers may be subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code and similar state

provisions if an ownership change has occurred or occurs in the future.

The Company has not completed a formal Section 382 study.

the disclosed carryforward balances do not reflect any reduction that may result from such a study.

July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions,

such as the permanent extension of certain expiring provision of the Tax Cuts and Jobs Act, modification to the international tax framework

and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain

provisions effective in 2025 and other implemented through 2027.

The bill does not materially impact the Company’s 2025 income

tax provision.

The Company does not record U.S.

income taxes on the undistributed earnings of its

foreign subsidiaries, other than the Canadian subsidiary, because such earnings are intended to be permanently reinvested in those jurisdictions.

If funds are repatriated in the future, such repatriation may be subject to local laws and applicable tax consequences.

Tax Positions

the year ended December 31, 2024 and 2023, we did no t have any unrecognized tax benefits as a result of tax positions taken during a

prior period or during the current period.

No interest or penalties have been recorded as a result of tax uncertainties.

is subject to audit examination for federal and state purposes for the years 2019 – 2023.

As of the date these financial statements

were issued, there were not any ongoing income tax audits.

The Company evaluates uncertain tax positions in accordance with ASC

As of December 31, 2025, 2024 and 2023, the Company had no unrecognized tax benefits.

The Company does not expect material interest

or penalties related to uncertain tax positions due to its historical losses, significant net operating loss carryforwards and full valuation

allowance position.

Receivable Agreement (TRA)

entered into the TRA with the Operating Company and each of the members that provides for the payment by the Operating Company to the

members of 85 % of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as

a result of (i) increases in tax basis resulting from any future redemptions of Common Units as described in “Note 1—Business

Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA.

annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such

The Operating Company expects to benefit from the remaining 15 % of any tax benefits that it may actually realize.

The TRA payments

are not conditioned upon any continued ownership interest in the Operating Company.

The rights of each noncontrolling interest holder

under the TRA are assignable to transferees of its interest in the Operating Company.

The timing and amount of aggregate payments due

under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates

each year and the applicable tax rate.

noted above, we evaluated the realizability of the deferred tax assets resulting from the IPO and the related transactions completed

in April 2019 and established a full valuation allowance against those benefits.

As a result, we determined that the amount or timing

of payments to noncontrolling interest holders under the TRA are no longer probable or reasonably estimable.

Based on this assessment,

our TRA liability was $ 0 as of December 31, 2024 and 2023.

utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, we will record a liability related

to the TRA, which would be recognized as expense within our consolidated statements of operations and comprehensive (loss) income.

the years ended December 31, 2024 and 2023, we did not make any payments, inclusive of interest, to members of the Operating Company

pursuant to the TRA.

The Company is party to a tax receivable agreement (“TRA”) that provides for the payment to certain former holders of interests in the Operating Company of 85 % of certain tax benefits, if any, that the Company actually realizes,

or in some circumstances is deemed to realize, as a result of increases in tax basis and certain other tax benefits.

As of December 31, 2025 and 2024, the Company had

recorded no liability under the TRA because, based on its valuation allowance assessment, the related tax benefits were not considered

realizable and the amount and timing of any future payments were not probable or reasonably estimable.

If realization of the deferred tax assets subject

to the TRA becomes more likely than not in a future period, the Company may record a liability related to the TRA, which would be recognized

as expense in the consolidated statements of operations and comprehensive loss.

No payments were made under the TRA during

the years ended December 31, 2025 and 2024 .

SEGMENT REPORTING

2 unchanged sentences

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

determined we had one operating segment as of December 31, 2024.

This operating segment aligns with how we manage our business as of

the fourth quarter of 2024.

The accounting policies of the reportable segments are the same as those described in “Note 2 - Summary

of Significant Accounting Policies.”

to the launch of the digital asset treasury reserve strategy in October 2025 and continual assessment of the requirements under ASC

280, Segment Reporting, the Company has reassessed its segment conclusions and determined that effective with this Annual Report on

Form 10-K, the Company is presenting two operating and reportable segments:

one reportable segment that develops and distributes

wholesale accessories, vape devices, and lifestyle products (the “Wholesale Segment”);

and one segment that manages the

Company’s digital asset treasury (the “Digital Asset Segment”).

In the Wholesale Segment, all brands are

predominantly wholesale and distribution products that are manufactured using similar production processes, generally fall under the

same regulatory environment, and are sold to the same types of customers in similar size quantities at similar price points and with

similar profit margins.

In the Digital Asset Segment, the Company’s digital asset investments are maintained and managed to

make a return on investment through validation and staking activities to generate revenue.

Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The CODM assesses performance for

each segment based on revenue and gross profit, which are reported in the condensed consolidated statement of operations.

and expenses of the Company are analyzed by segment.

The accounting policies for segment reporting are the same as for the Company’s

consolidated financial statements.

As the Company continues its operations of the digital asset strategy, it may provide additional data

points to the CODM to assist with decision making that will be evaluated for inclusion in the Company’s reportable segment disclosure.

were no Digital Asset Segment activities for the year ended December 31, 2024.

CODM assesses the performance of our one operating segment based on the operating segments’ net sales and gross profit.

The following

table sets forth information by reportable segment for the years ended December 31, 2024 and 2023

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT

table sets forth information by reportable segment for the years ended December 31, 2025 and 2024 for the Wholesale / Distribution segment.

SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY

(in thousands)

For the year ended December 31,

(in thousands)

Cost of sales

Cost of revenue

Gross profit (loss)

following table sets forth information by reportable segment for the years ended December 31, 2025 and 2024 for the digital asset segment.

(in thousands)

For the year ended December 31,

(in thousands)

Cost of revenue

Gross profit (loss)

The following table sets forth information by reportable

segment for the years ended December 31, 2025.

SCHEDULE OF DETAILED INFORMATION ABOUT REPORTABLE SEGMENT

(in thousands)

Wholesale and Distribution

Digital Asset

Operating expenses

Salaries, benefits and payroll taxes

Stock based compensation – strategic advisory warrants

General and administrative

Restructuring expenses

Total operating expenses

following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments:

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT

(in thousands)

For the year ended December 31,

2 unchanged sentences

Vendor deposits

of the above assets were present in our digital asset segment.

following table sets forth net sales disaggregated by geography:

OF NET SALES DISAGGREGATED BY GEOGRAPHY

SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY

(in thousands)

For the year ended December 31,

5 unchanged sentences

SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA

(in thousands)

As of December 31,

2 unchanged sentences

Total long-lived assets

“Note 8—Supplemental Financial Statement Information” for goodwill by reportable segment.

were no long-lived assets within our digital asset segment.

The Company’s digital asset activities are primarily comprised of liquid crypto holdings, stablecoins, and

related treasury activities, which are presented within current assets based on their nature and liquidity profile.

SUBSEQUENT EVENTS

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.

Asset Transactions and Strategic Arrangements

connection with the Company’s digital asset treasury strategy, the Company entered into a series of related transactions with third

parties involving the purchase, sale, and financing of digital assets.

These arrangements include lending and trading activities with

counterparties and are designed to facilitate the Company’s acquisition and management of digital assets.

The Company does not

control the counterparties’ trading activities or pricing execution and is exposed to economic risk through its lending and purchase

Management continues to evaluate these arrangements to determine the appropriate accounting treatment, including consideration

of whether the Company is acting as principal or agent in the underlying transactions.

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).

Pursuant to the Delisting Notice, we plan to appeal this determination before a Nasdaq Hearings Panel, staying the

suspension of our common stock.

March 25, 2026, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation

to effect a reverse stock split of the Company’s 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 the Company’s Board of Directors.

As of the date of issuance

of these financial statements, the Board has not determined the final split ratio and the reverse stock split has not been effected.

Accordingly, the Company’s financial statements, including share and per share amounts, have not been adjusted to reflect the reverse

Company expects to effect the reverse stock split shortly following the issuance of these financial statements.

January 7, 2026, the “Company” entered into a Sales Agreement (the “Sales Agreement”) with Yorkville

Securities, LLC (“Yorkville”) pursuant to which the Company may, from time to time, offer and sell shares (the

“ATM Shares”) of its Class A common stock, par value $ 0.01

per share (the “Common Stock”), through or to Yorkville, acting as sales agent or principal (the “ATM

On January 7, 2026, the Company filed a prospectus supplement in connection with the ATM Offering for up to $ 5,355,687

of shares of Common Stock (the “Prospectus Supplement”).

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 the Company’s instructions.

The Company has 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 Agreement.

Purchase and Sale Agreement

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”).

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.

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 permit flexible transaction sizing set within a pre-negotiated percentage range.

Under the Purchase and Sale Agreement, the Subsidiary may satisfy its

payment obligation for any tranche, in whole or in part, by reducing the outstanding amount of Lent Tokens under the Lending Agreement,

whereby the Counterparty retains the corresponding portion of the Subsidiary’s previously-lent stablecoins as consideration.

the Transaction Agreements facilitate the Subsidiary to lending of stablecoins to the Counterparty for the purpose of executing BERA token

Following such purchases, the Counterparty can resell the acquired BERA to the Subsidiary at a predetermined price.

In settlement

of these transactions, the Counterparty may retain the stablecoin principal and realize any associated trading gains or losses.

Appointment of a New CEO

On February 11, 2026, the Board of Directors (the

“Board”) of the Company unanimously appointed Jason Hitchcock as Chief Executive Officer of the Company.

Hitchcock was

granted an option to purchase up to 250,000 shares of the Company’s common stock subject to customary vesting and other terms as

determined by the Compensation Committee of the Board, under the Company’s 2019 Equity Incentive Plan.

Party Transaction

Counterparty has the right, in its discretion, to execute the underlying BERA acquisitions through one or more liquidity providers or

market participants.

One such liquidity provider is BSQD Corp.

(“BSQD”), an entity that is wholly owned by Ben Isenberg,

Greenlane’s Chief Investment Officer.

Although the Transaction Agreements do not require the Counterparty to route any trades through

BSQD, the Counterparty has informed the Subsidiary that it may, from time to time, conduct significant transactions with BSQD to source

BERA to fulfill its obligations under the Purchase and Sale Agreement.

Any such transactions with BSQD would be conducted on an arm’s-length

basis at prevailing market prices and conditions.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

November 20, 2024, the Audit Committee dismissed Marcum LLP ( “Marcum” ) was dismissed as the Company’s independent

registered public accounting firm, effective as of that date.

Marcum’s report on the Company’s consolidated financial statements

as of December 31, 2023 and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or

modified as to uncertainty, audit scope or accounting principles, other than in the year ended December 31, 2023, it included an explanatory

paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern, and in the year ended December

31, 2022, it included an explanatory paragraph regarding restatement of previously issued financial statements to correct certain misstatements.

the years ended December 31, 2023 and December 31, 2022 and the subsequent interim period through December 20, 2023, there were no “disagreements”

(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with Marcum on any matter

of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved

to the satisfaction of Marcum would have caused Marcum to make reference to the subject matter of the disagreements or reportable events

in connection with its reports on the financial statements for such years and interim periods.

the years ended December 31, 2023 and December 31, 2022, and the subsequent interim period through November 20, 2024, the Company disclosed

several material weaknesses in its internal control over financial reporting in the Company’s Annual Reports on Form 10-K for the

years ended December 31, 2023 and 2022 (the “Form 10-K”).

As disclosed in Item 9A to the Form 10-K, the Company’s management

concluded that as of December 31, 2023 and 2022, the Company’s disclosure controls and procedures were not effective due to material

weaknesses identified in internal control over financial reporting, However, after giving full consideration to the material weakness,

management believes that the consolidated financial statements included in the Form 10-K were prepared in accordance with US generally

accepted accounting principles.

Marcum provided written communication to the Audit Committee regarding this material weakness, and the

subject matter of this material weakness was discussed by the Company’s management and the Audit Committee with Marcum.

have been no other “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

accordance with Item 304(a)(3) of Regulation S-K, the Company provided Marcum with a copy of the disclosure it is making in this Current

Report on Form 8-K and requested that Marcum furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission

stating whether Marcum agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K.

A copy of Marcum’s

letter to the SEC dated December 20, 2023 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Subsequently,

on November 20, 2024, the Audit Committee approved the engagement of PKF O’Connor Davies ( “PKF” ) as the Company’s

new independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately.

During the years

ended December 31, 2023 and 2022 and through the subsequent interim period as of November 20, 2024, neither the Company, nor any party

on behalf of the Company, consulted with PKF regarding either (a) the application of accounting principles to a specified transaction,

either completed or proposed, or the audit opinion that might be rendered regarding the Company’s consolidated financial statements,

and no written report or oral advice was provided to the Company that PKF concluded was an important factor considered by the Company

in deciding on any accounting, auditing or financial reporting issue, or (b) any matter subject of any “disagreement” (as

such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as such

term is defined in Item 304(a)(1)(v) of Regulation S-K).

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data