Greenlane Holdings, Inc. 10-K

ITEM 1. BUSINESS Overview Founded in 2005, Greenlane is a public company whose primary strategic focus is a digital asset treasury strategy centered on BERA. We also continue to operate a reduced-scale wholesale and distribution business through an asset-light drop-ship model. In October 2025, we undertook a substantial strategic transition from a traditional wholesale and distribution operating model to a digital asset treasury strategy centered on BERA, the native digital asset of the layer-1 blockchain protocol known as Berachain (“Berachain”). While we continue to operate a scaled-down wholesale / distribution business, our primary capital allocation focus has shifted to the acquisition, staking, validator participation and strategic deployment of digital assets. We are a Berachain ecosystem participant focused on supporting the development and operation of blockchain-based infrastructure, including assets and applications built on Berachain. We engage in network staking, validator participation, liquidity provisioning, and strategic initiatives intended to contribute to the long-term sustainability of decentralized protocols within its portfolio. Our BERA Treasury Strategy Adoption of a BERA Treasury Policy In October 2025, we adopted a treasury policy (the “Treasury Policy”) under which a significant portion of treasury assets may be on the balance sheet is allocated to digital assets, of which BERA is currently the principal digital asset holding. In October 2025, our Board of Directors (the “Board”) created a Digital Assets Committee to oversee our Treasury Policy. In addition to operating a reduced-scale legacy wholesale / distribution business through an asset-light drop-ship model, our management has focused its resources in accordance with the Treasury Policy and a significant portion of the balance sheet has been allocated to holding BERA in our digital asset treasury. Currently, BERA is our principal digital asset holding under our Treasury Policy. As a result, our assets are highly concentrated in a single digital asset. Adverse developments specific to BERA, its protocol, or its ecosystem could have a disproportionate impact on our financial condition and results of operations. To mitigate price risk, we may from time to time hedge our BERA exposure in whole or in part using a combination of call options, put options, total return swaps, futures, or other derivative instruments executed through regulated or institutional-grade counterparties. However, there can be no assurance that such hedging strategies will be available at favorable terms, executed without market impact, or sufficient to offset adverse price movements in BERA. 4 Our Treasury Policy is intended to support treasury management, liquidity, and capital allocation through the following: ● utilizing capital markets issuances, including the issuance of both equity and convertible debt, where we may issue capital to support our Treasury Policy, liquidity objectives, and other corporate purposes, including acquisition of BERA; ● purchasing BERA, either through open market purchases, block trades, or other negotiated transactions, including both locked and unlocked BERA; ● actively participating in staking, validator activities, and limited decentralized finance (“DeFi”) strategies, subject to risk management controls and governance oversight; and ● selling our BERA holdings, whether on the open market, through block trades, or other negotiated transactions, for liquidity management, treasury rebalancing, risk management, or other corporate purposes, when legally permissible and approved under the Company’s governance framework. Berachain and the Berachain Ecosystem Berachain is a decentralized, open-source, EVM-compatible layer-1 blockchain engineered for high throughput, low latency, and full compatibility with Ethereum tooling, smart contracts, and infrastructure. This design enables seamless porting of Ethereum decentralized applications (“dApps”) and allows Berachain to adopt major Ethereum upgrades with minimal friction, providing developers immediate access to a growing, high-performance alternative network. Berachain utilizes a novel proof of liquidity consensus mechanism (“PoL”) that integrates network security with active liquidity provisioning. The network revolves around three core participant groups: ● validators who are responsible for securing the network by proposing and attesting to new blocks in exchange for network rewards; ● users comprising of individuals and organizations that use Berachain for a variety of purposes (e.g., transferring value, interacting with dApps and participating in DeFi protocols); and ● developers worldwide who are contributing to the Berachain protocol by building dApps and creating new use cases for the network. The PoL consensus model utilizes a dual-token model, each as described below: ● BERA is the native gas and staking token on the Berachain protocol. It is used to pay transaction fees and execute smart contracts. Validators stake BERA to participate in the PoL consensus mechanism, with the top 69 validators holding the highest staked amount of BERA forming the set of active validators eligible to earn block rewards. ● BGT is a non-transferable token on the Berachain protocol. It is emitted only to validators as part of block rewards and is earned solely through on-chain participation in PoL. Validators must stake BGT to specific dApps’ reward vaults in order to direct the allocation of future BGT emissions by the Berachain protocol. A dApp reward vault that receives delegated BGT may distribute that BGT to users in exchange for predefined actions, such as providing liquidity, executing trades, or interacting with protocol features. Any holder of BGT may burn it on a 1:1 basis to mint an equivalent amount of BERA. Using these two tokens, PoL is designed to create a network incentive flywheel whereby validators stake BERA to secure the blockchain and earn BGT through block production, then stake or delegate BGT to dApps to direct future emissions. dApps in turn award BGT to users for liquidity provisioning or protocol usage, and users can burn BGT 1:1 for BERA. 5 BERA holders may stake their BERA tokens to participate in the PoL consensus mechanism. By staking BERA, participants contribute to network security, and earn yield from PoL incentive redirections, thereby reinforcing the economic foundation of the Berachain network. Thousands of digital assets have been developed since the inception of Bitcoin, which is currently the most developed digital asset because of the length of time it has been in existence, the investment in the infrastructure that supports it, and the network of individuals and entities that are using Bitcoin in transactions. While BERA has enjoyed some success in its limited history, the aggregate value of outstanding BERA is much smaller than that of Bitcoin and many other digital assets and may be further eclipsed by the more rapid development of other digital assets. We operate in a competitive environment and compete against other companies and other entities with similar strategies, including companies with significant holdings in other digital assets . Custody of BERA We currently intend to self-custody our BERA, utilizing secure multi-party computational (“MPC”) wallets offered by Fireblocks, an institutional digital assets platform that allows users the ability to build custody workflows with embedded maker/checker steps, enforceable trade limits, and recovery capabilities. In light of the significant amount of BERA tokens we intend to accumulate, we expect to continually evaluate and implement self-custody best practices as well as, if deemed desirable, third-party digital asset custody solutions. On-chain Activities We may increase our BERA position over time through purchases, staking, validator activities, and other permitted treasury activities. Under our Treasury Policy, a portion of our BERA may be allocated to select DeFi protocols, subject to legal, compliance, and control requirements. We may also delegate a portion of our BERA to Berachain’s native staking protocol, through which we may earn rewards that can be used for general corporate purposes. Further, we may from time to time operate one or more validators to help secure the network. As a validator, we will be entitled to (1) earn gas fees and priority fees; (2) collect incentives provided by dApp and protocol developers for directing BGT rewards to their respective rewards vaults; and (3) receive a base block reward anytime we successfully propose a block. Regulations BERA and other digital assets are relatively novel and the application of state and federal securities laws, taxes and other laws and regulations to digital assets is unclear in certain respects. Depending on the regulatory characterization of BERA, the markets for cryptocurrency in general, and our activities in particular, our business and our BERA acquisition strategy may be subject to regulation by one or more regulators in the United States and globally. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions related to digital assets. For example, the U.S. executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others, have been active in recent years, and in the U.K., the Financial Services and Markets Act 2023, or FSMA 2023, became law. Moreover, the regulatory status of digital asset treasury companies like us is currently uncertain. We will continue to monitor laws and regulations related to digital assets to determine any compliance changes that we need to make. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our BERA strategy in line with our Treasury Policy. Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements. For example, within the past few years: ● President Trump has signed an Executive Order instructing a working group comprised of representatives from key federal agencies to evaluate measures that can be taken to provide regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries, and this working group submitted a report with regulatory and legislative proposals on July 30, 2025; ● in January 2025, the SEC announced the formation of a “Crypto Task Force,” which was created to provide clarity on the application of the federal securities laws to the crypto asset market and to recommend policy measures with respect to digital asset security status, registration and listing of digital asset-based investment vehicles, and digital asset custody, lending and staking; ● in May 2025, the SEC issued a statement providing its view that certain staking activities on blockchain networks that use protocol staking activities do not involve the offer or sale of securities under the Securities Act of 1933 or the Securities Exchange Act of 1934; 6 ● in April and August 2024, Uniswap Labs and OpenSea, respectively, publicized that they had each received a Wells Notice from the SEC, notifying them that the SEC was planning to recommend legal action against them based on allegations that they operate as unregistered securities exchanges; however, in February 2025 each of Uniswap Labs and OpenSea announced that the SEC had closed their investigations without taking any enforcement action; ● in November 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, the Commodity Futures Trading Commission (the “CFTC”), the U.S. Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network (“FinCEN”) to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States; ● the European Union adopted Markets in Crypto Assets Regulation, a comprehensive digital asset regulatory framework for the issuance and use of digital assets; ● in June 2023, the United Kingdom adopted and implemented the Financial Services and Markets Act 2023, which regulates market and promotional activities in “cryptoassets;” and ● in China, the People’s Bank of China and the National Development and Reform Commission have outlawed cryptocurrency trading activities and declared all cryptocurrency transactions illegal within the country. As digital assets have grown in both popularity and market size, there has been increasing focus on the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist activities, or circumvent sanctions regimes, including those sanctions imposed in response to the ongoing conflict between Russia and Ukraine. Many U.S. state, federal and international agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets. If we are found to have purchased or sold any of our BERA to or from bad actors that have used BERA to launder money or persons subject to sanctions, we may be subject to regulatory proceedings and any further transactions or dealings in BERA by us may be restricted or prohibited. The CFTC takes the position that some digital assets fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, currently, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. However, the U.S. Congress is contemplating multiple bills related to digital assets and the digital assets market, including by specifying the regulatory oversight authority for the applicable regulators and defining key concepts related to digital assets. In particular, the Digital Asset Market Clarity Act of 2025 (“Clarity Act”), previously passed by the U.S. House of Representatives, is expected to, if promulgated into law, define a digital asset that is intrinsically linked to and derives value from use in a blockchain system as a “digital commodity”, and provide for certain exclusions or exemptions for digital commodities from being treated or regulated as a “security.” Under the CLARITY Act, the CFTC will have primary regulatory oversight authority over spot digital commodities. Similarly, the Responsible Financial Innovation Act currently under discussions in the U.S. Senate would give the CFTC jurisdiction over any agreement, contract or transaction involving certain qualifying digital assets. Neither the CLARITY Act nor the Responsible Financial Innovation Act have been passed or signed into law, and will require further rules to be promulgated to implement. In addition, CFTC regulations and CFTC oversight and enforcement authority continue to apply with respect to futures, swaps, other derivative products and certain retail leveraged transactions involving digital assets. On July 18, 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (“GENIUS Act”) was enacted, establishing a federal regulatory framework for payment stablecoins. The GENIUS Act will become effective on July 18, 2028. The GENUIS Act prohibits the issuance or use of payment stablecoins unless the issuer obtains a qualifying license and complies with a range of regulatory requirements, including reserve backing with liquid assets, redemption rights, governance standards, and operational transparency. The GENIUS Act also restricts the payment of interest on stablecoins and imposes oversight on both bank and nonbank issuers. The enactment of the GENIUS Act, or the removal or migration of prominent stablecoins from the BERA network, could reduce the willingness of market participants to engage in digital asset transactions that rely on stablecoins, diminish liquidity in the BERA market, and adversely affect the price of BERA. Any such developments could, in turn, materially and adversely impact our value. Our activities involving BERA and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. 7 Digital asset treasury strategy and BERA treasury policy On October 23, 2025, the Board approved a treasury policy that designates BERA, the native digital asset of the Berachain network, as the principal digital asset within our treasury strategy. The Board formed a Digital Assets Committee, chaired by Bruce Linton and including director Billy Levy, to oversee this policy, and appointed Benjamin Isenberg as Chief Investment Officer to manage the BERA strategy and related controls. Our asset treasury strategy consists of acquiring, holding, and managing exposure to BERA as a primary treasury reserve asset. In connection with the October 2025 PIPE transaction, we agreed to certain contractual transfer restrictions on a portion of its BERA holdings. As of December 31, 2025, while these contractual provisions were in place, no operational lockup mechanism had been implemented, and we retained the ability to utilize such BERA, including for staking activities. An operational lockup mechanism was implemented in mid-February 2026, with restrictions scheduled to expire on April 23, 2026. Management concluded that, as of December 31, 2025, these contractual provisions did not impact the fair value measurement or classification of the Company’s BERA holdings. In addition, we hold U.S. dollar-denominated stablecoins classified as cash equivalents and used for liquidity management and working capital purposes. We may deploy BERA into validator infrastructure, staking arrangements, or other ecosystem activities, subject to governance approval, risk management protocols, and market conditions. We may acquire and hold BERA as a primary digital asset as part of the treasury strategy, subject to liquidity needs, market conditions, and Board-approved risk parameters; near-term plans do not include allocating treasury assets to other digital assets, which increases concentration risk. Governance and controls include a two-tier custody model (cold reserve with a small operational wallet), policy-based approvals with two-person release, allowlists, limits, recovery procedures, and expanded reporting aligned to public-company controls. The Audit Committee oversees related-party considerations and reviews policy compliance. The Digital Assets Committee charter authorizes, among other things: (i) review and approval of digital-asset strategy (including staking, validator, and limited decentralized-finance participation); (ii) monitoring of market and protocol developments; (iii) evaluation of partnerships and protocol changes; (iv) review of related-party matters; (v) oversight of internal controls and reporting for digital assets; (vi) risk oversight for market volatility, cybersecurity, and compliance; (vii) approval of wallet-access, segregation-of-duties, and operational thresholds; and (viii) validation of valuation methods and fair-value classifications. To manage treasury risk, we may selectively use hedging instruments such as options, swaps, or futures with institutional-grade counterparties, subject to availability and cost. We may engage in on-chain activities in a controlled manner, including staking, limited validator operations, and measured decentralized finance participation, subject to legal, compliance, and control requirements. Beginning in the fourth quarter of 2025, in-scope crypto assets are measured at fair value with changes recognized in earnings under Accounting Standards Update 2023-08. Fair value measurement follows Accounting Standards Codification Topic 820, including principal-market determinations, pricing controls, and fair-value hierarchy disclosures. These requirements may introduce earnings volatility. A more detailed description of risks related to pricing volatility, custody, valuation, and regulation appears in Part II, Item 1A “Risk Factors.” Additional information about post-quarter activity and policy governance is provided in Note 14, “Subsequent Events,” and in our Current Report on Form 8-K filed October 20, 2025. 8 Legacy Business Overview and Strategic Transition Historically, we operated a wholesale and distribution platform focused on the sale of premium accessories, vape devices, and related lifestyle products through a combination of warehouse-based fulfillment and direct-to-consumer channels. During fiscal year 2025, we materially reduced this legacy operating footprint, substantially exited warehouse inventory as of December 31, 2025, and transitioned the remaining commerce business to an asset-light, drop-ship model. We exited our warehouse operations by the end of February 2026 and reduced headcount associated with legacy operations through March 2026. As a result, the wholesale and distribution segment continues to operate at a significantly reduced scale and is no longer the primary driver of our financial performance. In the fourth quarter of 2025, we completed a private investment in public equity (“PIPE”) financing with digital asset-focused investors and deployed the proceeds into digital assets, including BERA and U.S. dollar-denominated stablecoins. Accordingly, our business and capital allocation strategy is focused on a digital asset treasury model focused on acquisition, staking, validator participation, and strategic deployment of digital assets. As of December 31, 2025, a substantial majority of our assets consisted of digital assets and cash equivalents, including U.S. dollar-denominated stablecoins. Our financial condition, liquidity, and results of operations are therefore significantly influenced by digital asset market conditions and fair value remeasurement. Our financial results primarily reflect digital asset-related activities, with legacy wholesale and distribution operations representing a reduced and non-core component of the business. 9 Restructurin g Activities We executed a series of restructuring initiatives during 2024 and 2025 in connection with our transition away from a warehouse-based distribution model and ultimately toward a digital asset treasury strategy. These actions were focused on eliminating working capital intensity, reducing fixed costs, and repositioning the business. Our key initiatives include: 1. Technology Enhancements: Continued investment in e-commerce platforms to support an asset-light, drop-ship operating model. 2. Facility Footprint Rationalization: The Company exited its warehouse operations by February 28, 2026 and eliminated its physical distribution footprint. 3. Headcount Reduction: We significantly reduced headcount associated with legacy warehouse and distribution operations through March 2026. 4. Inventory Exit: We disposed of substantially all inventory and recorded reserves resulting in a net inventory balance of zero as of December 31, 2025. 5. Commercial Simplification: We streamlined our commercial organization to align with a reduced-scale, asset-light e-commerce model. 6. Product Portfolio Rationalization: We reduced focus on owned product lines and prioritized third-party fulfillment partnerships. 7. Capital Allocation: Capital was redeployed from legacy operating activities into digital asset treasury investments, including BERA and stablecoins. We believe these actions have significantly reduced operating costs, eliminated working capital requirements associated with inventory, and repositioned the Company to execute on our digital asset treasury strategy. During 2024 and 2025, we received capital from various sources that supported the restructuring of legacy operations and the establishment of its digital asset treasury strategy. Fiscal year 2025 reflects a substantial strategic transition. As a result, comparisons to prior periods are affected by the reduction of legacy warehouse and inventory activity, the monetization and write-off of inventory, the reserve of certain legacy receivables, and the introduction of fair value accounting for digital assets. Organization Greenlane Holdings, Inc. (“Greenlane” and, collectively with the Operating Company (as defined below) and its consolidated subsidiaries, the “Company”, “we”, “us”, and “our”) was formed as a Delaware corporation on May 2, 2018. We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”) of shares of our Class A common stock, $0.01 par value per share (“Class A common stock”), in order to carry on the business of Greenlane Holdings, LLC (the “Operating Company”). The Operating Company was organized under the laws of the state of Delaware on September 1, 2015, and is based in Boca Raton, Florida. Refer to “Note 1—Business Operations and Organization” within Item 8 for further information on the Company’s organization and the IPO and related transactions. We are the sole manager of the Operating Company and we own a 100% interest in the Operating Company. 10 Our Operating Priorities Our near-term operating priorities are: 1. disciplined execution of the Company’s digital asset treasury strategy and related governance framework, 2. preservation of liquidity and capital flexibility, 3. continued reduction and simplification of residual legacy operating activities, and 4. operation of vapor.com and related legacy commerce activities through an asset-light drop-ship model. The Company does not currently operate a warehouse-based wholesale model and no longer maintains material inventory. Legacy commerce activities are managed for efficiency, customer continuity, and liquidity rather than growth. The Company’s remaining legacy commerce operations are conducted primarily through vapor.com and related channels using a drop-ship model. Third-party partners handle inventory, fulfillment, and shipping, while the Company retains control over customer relationships, digital marketing, and certain sales activities. This business is non-core and significantly smaller than in prior periods. In 2025, the Company completed capital raises that supported both the restructuring of legacy operations and the establishment of its digital asset treasury strategy. Additional information regarding these financings is included in Item 7 and the notes to the consolidated financial statements. On February 19, 2025, we consummated a private placement (the “Private Placement”) pursuant to a securities purchase agreement (“Purchase Agreement”) with institutional investors (the “Purchasers”) for the purchase and sale of approximately $25.0 million of shares of the Company’s Class A common stock (the “Common Stock”) and investor warrants at a price of $892.50 per Common Unit. 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 $2,231.25 (the “Series A Warrant”) and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $2,231.25 (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”). The initial exercise price of each Series A Warrant is $2,231.25 per share of Common Stock. The Series A Warrants are exercisable following stockholder approval and expire five (5) years thereafter. The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in the Series A Warrant. The initial exercise price of each Series B Warrant is $2,231.25 per share of Common Stock or pursuant to an alternative cashless exercise option. The Series B Warrants are exercisable following stockholder approval and expire two and one-half (2.5) years thereafter. The number of securities issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant. In connection with the Private Placement, we entered into a registration rights agreement with the Purchasers on February 18, 2025 (the “Registration Rights Agreement”), pursuant to which we are required to file a registration statement covering the resale of the Securities within 30 calendar days of the closing of the offering. On October 20, 2025, we also entered into subscription agreements (the “Cryptocurrency Subscription Agreements”) with certain accredited investors (the “Cryptocurrency Subscribers”) pursuant to which the Company agreed to sell and issue to the Cryptocurrency Subscribers in a private placement offering (the “Cryptocurrency Offering”) pre-funded warrants (the “Cryptocurrency Pre-Funded Warrants”) to purchase 15,504,902 shares of Common Stock which the native digital asset of the Berachain blockchain, BERA, will be valued for purposes of the Cryptocurrency Subscription Agreements at $1.9477 for Cryptocurrency Subscribers (based on the seven day trailing VWAP using Binance 1-hour Kline data), or $0.9836 in the case of the Berachain Foundation (representing a 49.5% discount). The Pre-Funded Warrants have an exercise price of $0.01 per share. In the Cryptocurrency Offering, the Cryptocurrency Subscribers tendered either Unlocked BERA tokens or Locked BERA tokens to the Company as consideration for the Cryptocurrency Pre-Funded Warrants. Certain of the Cryptocurrency Pre-Funded Warrants are subject to lock-up agreements and become exercisable on April 18, 2026. On October 23, 2025, we closed a $110 million private placement consisting of cash subscriptions and crypto denominated subscriptions in support of a BERA focused treasury strategy ( the “BERA Private Placement”). The closing delivered approximately $24.3 million of net cash proceeds and approximately $19.0 million of stablecoin proceeds in USDT and USDC, and held approximately 54.2 million BERA at closing. As compensation to the placement agent, we paid the placement agent a commission equal to 2% of the BERA Private Placement (or 1.0% placement commission for any investors introduced by the Company, Polychain Capital LP or the Berachain Foundation (or any affiliate of any of the foregoing) to the placement agent), plus an additional $5 million. Beginning with periods after October 23, 2025, in-scope crypto assets will be measured at fair value with changes recognized in net income. Advisory warrants totaling 5,264,752 shares of common stock were also issued in connection with our transition to a digital asset treasury strategy and board service. These advisory warrants become exercisable on April 23, 2026. We used the majority of proceeds to acquire BERA and to establish digital asset treasury operations, with approximately $3.0 million earmarked for legacy operations. In connection with the October 2025 private placement, the Company paid customary placement agent fees and expense allowances and issued placement agent warrants to Aegis Capital Corp. or its designees. 11 Human Capital Resources As of March 17, 2026, we had eleven full-time employees. Approximately ten were employed in the U.S., and one was employed in the Bahamas. None of our employees are represented by a labor union. We have never experienced a labor-related work stoppage. The Company has significantly reduced headcount in connection with the restructuring of its legacy wholesale and distribution operations. As of the filing date, the workforce is concentrated in treasury, finance, compliance, technology, and limited e-commerce support functions. Trademarks We own a number of registered trademarks and service marks, including without limitation, trademarks in the relevant classes of goods for Greenlane, Higher Standards, Aerospaced, Groove, and Pollen Gear. We also license certain trademarks and other intellectual property, most notably those associated with our Marley Natural and Keith Haring brands. Solely for convenience, trademarks and trade names referred to in this Annual Report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. In addition, this Annual Report contains trade names, trademarks and service marks of other companies that we do not own. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. We believe certain of our trademarks have continuing value. The duration of trademark registrations varies from country to country. However, trademarks are generally valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly maintained. Recent Developments Delisting Notice On March 25, 2026, we received a notification letter from the Listing Qualifications Department of Nasdaq (the “Delisting Notice”), notifying us that we were not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market and its staff has determined to delist our securities pursuant to its discretionary authority under Listing Rule 5550(a)(2). Due to having effected two reverse stock splits over the prior two-year period, we are not eligible for the 180-day period to regain compliance under Rule 4810(c)(3)(A). Pursuant to the Delisting Notice, we plan to appeal this determination before a Nasdaq Hearings Panel, staying the suspension of our common stock. Reverse Stock Split On March 25, 2026, our stockholders approved an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our issued and outstanding Common Stock at a ratio within a range of 1-for-5 to 1-for-15, with the final ratio and timing to be determined at the discretion of our Board of Directors. As of the date of issuance of these financial statements, the reverse stock split has not been effected. Accordingly, our financial statements, including share and per share amounts, have not been adjusted to reflect the reverse stock split. We expect to effect the reverse stock split shortly following the issuance of these financial statements. BERA Holdings As of February 27, 2026, following the adoption of the new digital asset treasury strategy, we held approximately 70.4 million units of BERA pursuant to the strategic acquisition of approximately 9 million units of BERA between December 4, 2025 and February 27, 2026. At the same time, we also announced plans to deploy up to 50 million units of BERA into validator infrastructure on the Berachain network, comprising approximately 20 million units of BERA across two independently operated validators and up to 30 million units of BERA through a previously announced partnership with Infrared Finance. Token Transaction Agreements On February 4, 2026, Greenlane Subsidiary Inc. (the “Subsidiary”), a wholly-owned subsidiary of the Company, entered into (a) a Token Purchase and Sale Agreement (the “Purchase and Sale Agreement”) and (b) a Token Lending Agreement (the “Lending Agreement,” and together with the Purchase and Sale Agreement, the “Transaction Agreements”) with Berachain Operations Corporation, a British Virgin Islands Business Company (the “Counterparty”). Pursuant to the Lending Agreement, the Subsidiary (as Lender) may agree to lend to the Counterparty (as Borrower) an amount of USDC and/or USDT stablecoins (the “Lent Tokens”) pursuant to loan confirmation agreements to be agreed between the parties from time to time, accruing interest at a rate to be determined in such agreements. The Counterparty intends to use the Lent Tokens to acquire BERA tokens in the open market or in privately negotiated transactions from various counterparties. Pursuant to the Purchase and Sale Agreement, the Subsidiary (as Buyer) may request to purchase tranches of BERA tokens from the Counterparty (as Seller), pursuant to tranche notices to be agreed between the parties from time to time. The purchase price for each tranche is determined through a combination of time-weighted average price and other pricing mechanics, including protective “market out” provisions. Furthermore, the Purchase and Sale Agreement permits flexible transaction sizing set within a pre-negotiated percentage range. 12 The Counterparty subsequently informed the Company that it may, from time to time, conduct significant transactions with BSQD Corp. (“BSQD”) to source BERA to fulfill its obligations under the Purchase and Sale Agreement. BSQD is an entity that is wholly owned by Ben Isenberg, Greenlane’s Chief Investment Officer. Any such transactions with BSQD would be conducted on an arm’s-length basis at prevailing market prices and conditions. Mr. Isenberg is considered a related party and the transactions described herein constitute a “related party transaction” as defined by Item 404 of Regulation S-K. Appointment of Chief Executive Officer On February 11, 2026, the Board of Directors unanimously appointed Jason Hitchcock as Chief Executive Officer of the Company. Mr. Hitchcock brings over 15 years of experience building and scaling revenue engines across SaaS, blockchain infrastructure, and decentralized finance. He joins Greenlane as we continue to execute our Berachain-focused Digital Asset Treasury strategy. ATM Offering On January 7, 2026, we entered into a Sales Agreement (the “Sales Agreement”) with Yorkville Securities, LLC (“Yorkville”) pursuant to which we may, from time to time, offer and sell shares (the “ATM Shares”) of our Common Stock through or to Yorkville, acting as sales agent or principal (the “ATM Offering”). On January 7, 2026, we filed a prospectus supplement in connection with the ATM Offering for up to $5,355,687 of shares of Common Stock (the “Prospectus Supplement”). Subject to the terms and conditions of the Sales Agreement, Yorkville will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon our instructions. We have provided Yorkville with customary indemnification and contribution rights, and Yorkville will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement. Corporate Information Our executive offices are located at 4800 N Federal Hwy, Suite B200, Boca Raton, Florida 33487. Our telephone number at our executive offices is (877) 292-7660. Available Information Our Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC. We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge at investor.gnln.com/financial-information/sec-filings when such reports are available on the SEC’s website. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. We periodically provide other information for investors on our corporate website, www.gnln.com, and our investor relations website, investor.gnln.com. This includes press releases and other information about financial performance, information on corporate governance and details related to our annual meeting of shareholders. The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing. Further, our references to website URLs are intended to be inactive textual references only.