Greenlane Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Reports of Independent Registered Public Accounting Firm PKF O’Connor Davies PCAOB ID: 127 F-1 Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-8 72 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Greenlane Holdings, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Greenlane Holdings, Inc. (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. Basis for Opinion 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. 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. 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. Critical Audit Matters The critical 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 it relates. F- 1 Evaluation of Audit Evidence Pertaining to the Existence and Control of the Company’s Digital Assets As 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. We 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. We performed the following procedures to address this critical audit matter: ● We 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. ● We 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. ● We 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. ● We also compared the Company’s record of digital asset transactions to the records on the public blockchain using an online platform. ● We 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. ● We assessed the appropriateness of the disclosures of the financial statements. /s/ PKF O’Connor Davies, LLP New York, New York March 31, 2026 We have served as the Company’s auditor since November 20, 2024. PCAOB ID No. 127 F- 2 GREENLANE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value per share amounts) December 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 32,513 $ 899 Accounts receivable, net of allowance of $ 1,511 and $ 2,616 at December 31, 2025 and 2024, respectively 1,572 4,262 Inventories, net — 14,215 Vendor deposits — 3,091 Other current assets (Note 8) 2,001 1,305 Total current assets 36,086 23,772 Property and equipment, net 253 1,420 Operating lease right-of-use assets 144 1,043 Digital assets 36,555 — Other assets 1,893 2,396 Total assets $ 74,931 $ 28,631 LIABILITIES Current liabilities Accounts payable $ 5,414 $ 9,787 Accrued expenses and other current liabilities (Note 8) 1,627 1,218 Customer deposits — 2,661 Notes payable — 7,674 Current portion of operating leases 166 926 Total current liabilities 7,207 22,266 Operating leases, less current portion — 83 Total liabilities 7,207 22,349 Commitments and contingencies (Note 7) - - STOCKHOLDERS’ EQUITY* Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, none issued and outstanding — — Class A common stock, $ 0.01 par value per share, 600,000,000 shares authorized, 4,829,563 and 3,023 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively * 48 — Class B common stock, $ 0.0001 par value per share, 30,000,000 shares authorized, and 0 shares issued and outstanding as of December 31, 2025 and 2024 * — — Common stock, value — — Additional paid-in capital * 428,069 281,095 Accumulated deficit ( 360,509 ) ( 274,929 ) Accumulated other comprehensive income 265 265 Total stockholders’ equity attributable to Greenlane Holdings, Inc. 67,873 6,431 Non-controlling interest ( 149 ) ( 149 ) Total stockholders’ equity 67,724 6,282 Total liabilities and stockholders’ equity $ 74,931 $ 28,631 * After giving effect to the Reverse Stock Splits - See Note 10 - Stockholders’ Equity. The accompanying notes are an integral part of these consolidated financial statements. F- 3 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except per share amounts) 2025 2024 For the year ended December 31, 2025 2024 Net revenue $ 4,355 $ 13,275 Cost of sales 16,820 6,993 Gross (loss) profit ( 12,465 ) 6,282 Operating expenses: Salaries, benefits and payroll taxes 9,947 7,380 Stock based compensation – strategic advisory warrants 18,553 — General and administrative 10,646 9,764 Restructuring expenses 1,492 — Impairment of property, plant and equipment 650 153 Depreciation and amortization 493 800 Total operating expenses 41,781 18,097 Loss from operations ( 54,246 ) ( 11,815 ) Other income (expense),net: Interest expense ( 394 ) ( 5,941 ) Change in fair value of contingent consideration — 1,000 Change in fair value of digital assets ( 31,147 ) — Loss on extinguishment of debt — ( 876 ) Other expense, net 213 ( 25 ) Total other expense, net ( 31,327 ) ( 5,842 ) Loss before income taxes ( 85,573 ) ( 17,657 ) Provision for income taxes 7 — Net loss ( 85,580 ) ( 17,657 ) Less: Net loss attributable to non-controlling interest — ( 17 ) Net loss attributable to Greenlane Holdings, Inc. $ ( 85,580 ) $ ( 17,640 ) Net loss attributable to Class A common stock per share - basic and diluted (Note 10)* $ ( 11.42 ) $ ( 14.56 ) Weighted-average shares of Class A common stock outstanding - basic and diluted (Note 10)* 7,492 1,212 Other comprehensive income (loss): Foreign currency translation adjustments — 20 Comprehensive loss ( 85,580 ) ( 17,637 ) Less: comprehensive loss attributable to non-controlling interest — ( 17 ) Comprehensive loss attributable to Greenlane Holdings, Inc. $ ( 85,580 ) $ ( 17,620 ) * After giving effect to the Reverse Stock Splits - See Note 10 - Stockholders’ Equity. The accompanying notes are an integral part of these consolidated financial statements. F- 4 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Shares* Amount * Capital * Deficit Income (Loss) Interest Equity Class A Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Non- Controlling Total Stockholders’ Shares* Amount* Capital* Deficit Income (Loss) Interest Equity Balance December 31, 2023 452 $ — $ 268,168 $ ( 257,289 ) $ 245 $ ( 132 ) $ 10,992 Net loss — — — ( 17,640 ) — ( 17 ) ( 17,657 ) Equity-based compensation 20 — 86 — — — 86 Issuance of Class A warrants — — 5,372 — — — 5,372 Issuance of Class A shares (Note 10) 2,551 — 7,469 — — — 7,469 Other comprehensive income — — — — 20 — 20 Balance December 31, 2024 3,023 $ — $ 281,095 $ ( 274,929 ) $ 265 $ ( 149 ) $ 6,282 Balance 3,023 $ — $ 281,095 $ ( 274,929 ) $ 265 $ ( 149 ) $ 6,282 Net loss — — — ( 85,580 ) — — ( 85,580 ) Stock-based compensation — — 23,390 — — — 23,390 Exercise of pre-funded warrants 1,375,435 14 — — — — 14 Issuance of Class A shares 3,336,105 33 20,733 — — — 20,766 Issuance of Class A warrants — — 102,851 — — — 102,851 Issuance of restricted stock units 115,000 1 — — — — 1 Balance December 31, 2025 4,829,563 $ 48 $ 428,069 $ ( 360,509 ) $ 265 $ ( 149 ) $ 67,724 Balance 4,829,563 $ 48 $ 428,069 $ ( 360,509 ) $ 265 $ ( 149 ) $ 67,724 * After giving effect to the Reverse Stock Splits - See Note 10 - Stockholders’ Equity. The accompanying notes are an integral part of these consolidated financial statements. F- 5 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) 2025 2024 For the year ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 85,580 ) $ ( 17,657 ) Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: Depreciation and amortization 493 800 Stock-based compensation expense 4,837 86 Strategic advisory warrants 18,553 — Change in fair value of contingent consideration — ( 1,000 ) Change in provision for credit losses 1,974 245 Loss on disposal of fixed assets 121 215 Loss on extinguishment of debt — 876 Write-off of vendor deposits, accrued liabilities and customer deposits ( 571 ) — Impairment of inventory 6,301 — Impairment of property and equipment 650 153 Change in fair value of digital assets 31,147 — Amortization of deferred financing costs and debt discount 284 4,927 Other 57 171 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable 716 ( 2,814 ) Decrease in inventories 9,712 6,315 Decrease in vendor deposits — 674 Decrease in other assets ( 193 ) 3,533 Decrease in accounts payable ( 5,170 ) ( 2,319 ) Decrease in accrued expenses and other liabilities 409 ( 841 ) Decrease in customer deposits — ( 114 ) Net cash and cash equivalents used in operating activities ( 16,260 ) ( 6,750 ) Cash flows from investing activities: Purchase of property and equipment, net ( 98 ) ( 244 ) Purchase of Digital Assets - BERA ( 8,162 ) — Net cash and cash equivalents used in investing activities ( 8,260 ) ( 244 ) Cash flows from financing activities: Proceeds from issuance of Class A common stock, net of issuance costs 20,746 5,640 Proceeds from exercise of stock options and warrants, net of costs 43,346 1,827 Repayment of loan against future accounts receivable — ( 939 ) Proceeds from future receivables financing — 225 Repayments of notes payable ( 7,958 ) ( 2,275 ) Proceeds from notes payable — 2,950 Other — ( 1 ) Net cash and cash equivalents provided by financing activities 56,134 7,427 Effects of exchange rate changes on cash and cash equivalents — 3 Net increase in cash and cash equivalents 31,614 436 Cash and cash equivalents, as of beginning of the year 899 463 Cash and cash equivalents, as of end of year $ 32,513 $ 899 The accompanying notes are an integral part of these consolidated financial statements. F- 6 GREENLANE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Supplemental disclosures of cash flow information Cash paid during the period for interest $ 107 $ 916 Cash paid during the period for income taxes $ — $ — Non-cash investing activities and financing activities: Fair value of common stock warrants issued as a debt discount $ — $ 1,699 Extinguishment of debt in connection with Synergy Asset purchase agreement $ — $ 2,658 Digital assets exchanged for Class A common stock and warrants $ 59,540 $ — Issuance of Class A Warrants $ — $ 3,673 The accompanying notes are an integral part of these consolidated financial statements. F- 7 GREENLANE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BUSINESS OPERATIONS AND ORGANIZATION 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. Unless the context otherwise requires, references to the “Company” refer to us, and our consolidated subsidiaries, including the Operating Company. The 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. In 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. As of December 31, 2025, a substantial majority of our balance sheet consisted of BERA and U.S. dollar cash and U.S. dollar-denominated stablecoins. Our financial condition, liquidity, and results of operations are therefore highly sensitive to digital asset market conditions and the performance of the Berachain ecosystem. We 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. Reverse Stock Splits On 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-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. The 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 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. See “Note 10 — Stockholders’ Equity” for more information. 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 reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital. Liquidity and Going Concern The 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. The 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. Management’s plans include reducing operating costs, simplifying operations, monetizing legacy assets, and seeking additional financing . Moving 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. The 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 business. 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. F- 8 The 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. Proceeds 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. Additional details regarding these transactions, including terms of the securities issued and related accounting treatment, are included in the notes to the consolidated financial statements. Management Initiatives In 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. The Company has reduced its legacy operating footprint by simplifying operations, reducing costs, and monetizing legacy assets. The remaining legacy business operates through an asset-light model with a focus on efficiency and cash generation. F- 9 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the instructions to Form 10-K and Article 8 of Regulation S-X. Principles of Consolidation Our consolidated financial statements include our accounts, the accounts of the Operating Company, and the accounts of the Operating Company’s consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements 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. U.S. GAAP requires us to make estimates and judgments in several areas. Such areas include, but are not limited to the following: the collectability of accounts receivable; 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. Segment Reporting We manage our global business operations through our operating and reportable business segments. 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”). The CODM evaluates performance based on segment gross profit and capital allocation. Segment results are reconciled to consolidated totals. Equity-Based Compensation We account for equity-based compensation grants of equity awards to employees in accordance with ASC Topic 718, Compensation — Stock Compensation. This standard requires us to measure compensation expense based on the estimated fair value of share-based awards on the grant date and recognize as expense over the requisite service period, which is generally the vesting period. We estimate the fair value of stock options using the Black-Scholes model on the grant date. The Black-Scholes model requires us to use several variables to estimate the grant-date fair value of our equity-based compensation awards including expected term, expected volatility and risk-free interest rates. Our equity-based compensation costs are recognized using a graded vesting schedule. For liability-classified awards, we record fair value adjustments up to and including the settlement date. Changes in the fair value of our equity-based compensation liability that occur during the requisite service period are recognized as compensation cost over the vesting period. Changes in the fair value of the equity-based compensation liability that occur after the end of the requisite service period but before settlement, are recognized as compensation cost of the period in which the change occurs. We account for forfeitures as they occur. See “Note 11—Compensation Plans.” F- 10 Loss Contingencies Certain conditions may exist which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us, or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is estimable, the liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed. Unasserted claims that are not considered probable of being asserted and those for which an unfavorable outcome is not reasonably possible have not been disclosed. Fair Value Measurements We apply the provisions of ASC Topic 820, Fair Value Measurements , which defines fair value, establishes a framework for its measurement and expands disclosures about fair value measurements. Fair value is defined as the exchange price we would receive for an asset or an exit price we would pay to transfer a liability in the principal, or most advantageous, market for our asset or liability in an orderly transaction with a market participant on the measurement date. We determine the fair market values of our financial instruments based on the fair value hierarchy, which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value: Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of our financial instruments, including cash, accounts receivable, accounts payable, accrued expenses and short-term debt, are carried at historical cost basis, which approximates their fair values because of their short-term nature. The fair value of our long-term debt is the estimated amount we would have to pay to repurchase the debt, inclusive of any premium or discount attributable to the difference between the stated interest rate and market rate of interest at each balance sheet date. On a recurring basis, we measure and record contingent consideration using fair value measurements in the accompanying consolidated financial statements. See “Note 4—Fair Value of Financial Instruments.” We also own equity securities of private entities, which do not have readily determinable fair values. We elected to measure these equity securities at cost minus impairment, if any. At each reporting period, we make a qualitative assessment considering impairment indicators to evaluate whether our investment is impaired. The equity securities are adjusted to fair value when an observable price change can be identified. See “Note 4—Fair Value of Financial Instruments.” Cash and cash equivalents The 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. The Company classifies stablecoins such as USDT and USDC as cash equivalents because they are readily convertible to known amounts of U.S. dollars, 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. dollar. Stablecoins deployed into decentralized finance protocols or otherwise subject to restrictions on convertibility would not be classified as cash equivalents. F- 11 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. At times, 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, 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. Accounts Receivable and credit losses Accounts 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. Receivables are written off when collection efforts are exhausted. During 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. During 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. Inventories, net 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. Vendor Deposits Vendor deposits represent prepayments we make to vendors for inventory purchases. A significant number of vendors require us to prepay for inventory purchases. Customs Bonds The Company is required to obtain customs bonds to import goods into the United States to provide security for payment of duties, taxes and other fees incurred as a result of importing goods. Customs bonds are included in “Other current assets” in our consolidated balance sheets, see “Note 8 - Supplemental Financial Statement Information.” F- 12 Property and Equipment, net We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Property and equipment includes assets recorded under finance leases, see “Note 5—Leases.” We pledge property and equipment as collateral for our long-term debt, see “Note 6—Debt.” Impairment of Long-Lived Assets We assess the recoverability of the carrying amount of our long lived-assets, including property and equipment and finite-lived intangibles, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be assessed when estimated undiscounted future cash flows from the operation and disposition of the asset group are less than the carrying amount of the asset group. Asset groups have identifiable cash flows and are largely independent of other asset groups. 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. Changes 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. Digital Assets Digital 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. Stablecoins 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. In 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 Digital 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. The Company determines fair value quoted prices in active markets (Level 1 inputs) under ASC 820. U.S. 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. F- 13 Debt Modifications and Extinguishments When the Company modifies or extinguishes debt, it first evaluates whether the modification qualifies as a troubled debt restructuring (TDR) under ASC Topic 470-60, which requires debt modifications to be evaluated if (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession. If a TDR is determined not to have occurred, the Company evaluates the modification in accordance with ASC Topic 470-50-40, which requires modification to debt instruments to be evaluated to assess whether the modifications are considered “substantial modifications”. A substantial modification of terms is accounted for as an extinguishment. If there is a conversion feature within the debt instrument, the Company evaluates whether the conversion feature should be bifurcated under ASC 815 as a derivative. If the Company believes the embedded conversion feature has no fair value on the date of issuance (measurement date) and the embedded conversion feature has no beneficial conversion feature, the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25 and the issuance of the convertible debt is considered a modification, and not an extinguishment that would require the recognition of a gain or loss. If the Company determines the change in fair value of the derivative meets the criteria for substantial modification under ASC 470 it will treat the modification as extinguishment and recognize a loss from debt extinguishment. Investment in Equity Securities Our investment in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc. 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.” Foreign Currency Translation Our consolidated financial statements are presented in United States (U.S.) dollars. The functional currency of one of the Operating Company’s wholly-owned, Canada-based, subsidiaries is the Canadian dollar. The functional currency of the Operating Company’s wholly-owned, Netherlands-based subsidiary is the Euro. The assets and liabilities of these subsidiaries are translated into U.S. dollars at current exchange rate at each balance sheet date for assets and liabilities and an appropriate average exchange rate for each applicable period within our consolidated statements of operations and comprehensive loss. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The foreign currency translation adjustments are included in accumulated other comprehensive loss, a separate component of stockholders’ deficit in our consolidated balance sheets. Other exchange gains and losses are reported within our consolidated statements of operations and comprehensive loss. Comprehensive (Loss) Income Comprehensive (loss) income includes net (loss) income as currently reported by us, adjusted for other comprehensive items. Other comprehensive items consist of foreign currency translation gains and losses and unrealized gains and losses on derivative financial instruments that qualify as hedges. Advertising We expense advertising costs as incurred and include them in general and administrative expenses in our consolidated statements of operations and comprehensive loss. Advertising costs were approximately $ 0.1 million and $ 0.5 million for the years ended December 31, 2025, and 2024, respectively. Income Taxes We are a corporation subject to income taxes in the United States. Certain subsidiaries of the Operating Company are taxable separately from us. Our proportional share of the Operating Company’s subsidiaries’ provisions are included in our consolidated financial statements. F- 14 As of December 31, 2025 and 2024, we hold all the outstanding Common Units in the Operating Company and are the sole member. 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. Our 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. We evaluate the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions. Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit. We have no uncertain tax positions that qualify for inclusion in our consolidated financial statements. See “Note 12—Income Taxes.” Tax Receivable Agreement (TRA) We entered into the TRA with the Operating Company and each of the members of the Operating Company 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 that are funded by us or exchanges of Common Units as described above in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA. We compute annual tax benefits by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. 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. We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of Common Units for our Class A common stock. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability equal to 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of deferred tax assets subject to the TRA. If we determine that a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies. The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to a member of the Operating Company has become probable and can be estimated, the estimated payment will be accrued. See “Note 12—Income Taxes.” F- 15 Revenue Recognition Net 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”). Net Sales 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 arrangement. Taxes collected from customers for remittance to governmental authorities are excluded from net revenue. The 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. Such amounts are recorded as customer deposits and recognized as revenue upon satisfaction of the related performance obligations. The 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. Shipping 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. Staking 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. No 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 During 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 model. 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. Value Added Taxes During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries’ payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties. F- 16 We 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, 2025 and 2024, respectively. Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by the Company in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states, and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to “Note 7—Commitments and Contingencies” for additional discussion regarding our contingencies. Net Loss Per Share Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. See “Note 10—Stockholders’ Equity.” Recently Adopted Accounting Guidance In 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. The ASU 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. In 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 statements. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40): 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. The 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. F- 17 NOTE 3. BUSINESS ACQUISITIONS AND DISPOSITIONS EU Subsidiary Purchase Agreement In 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 . 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. ARI Logistics, B.V. and Shavita B.V. represented 0 % and 16.7 % of the Company’s total net sales in 2025 and 2024, respectively. NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The 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. The 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 factors). 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. Our 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) Caption Level 1 Level 2 Level 3 Total Consolidated Balance Sheet Fair Value at December 31, 2025 (in thousands) Caption Level 1 Level 2 Level 3 Total Assets: Stablecoins Cash and cash equivalents $ 22,640 $ — $ — $ 22,640 Digital assets - BERA Digital assets 36,555 — — 36,555 Total Assets $ 59,195 $ — $ — $ 59,195 Digital assets included in this table consist solely of BERA and immaterial ETH. Stablecoins classified as cash equivalents are excluded. There 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 December 31, 2025 and 2024. Contingent Consideration Each period we revalue our contingent consideration obligations associated with business acquisitions to their fair value. The estimate of the fair value of Product Launch Contingent Payments using a form of the scenario-based method, which includes significant unobservable inputs such as management’s identification of probability-weighted outcomes and a risk-adjusted discount rate over the earn-out period. Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability. Changes in the fair value of contingent consideration are included within “Other income (expense), net” in our consolidated statements of operations and comprehensive loss. F- 18 A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2025 and 2024 is as follows: SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS UNOBSERVABLE INPUT RECONCILIATION (in thousands) Contingent Consideration Balance, December 31, 2023 $ 1,000 Gain from fair value adjustments included in results of operations ( 1,000 ) Balance, December 31, 2024 $ — Equity Securities Without a Readily Determinable Fair Value Our investment in equity securities without readily determinable fair value consists of ownership interest in Airgraft Inc. We determined that our ownership interests do not provide the Company with significant influence over the operations of this investment. 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. We did not identify any fair value adjustments related to these equity securities during the years ended December 31, 2025 and 2024. As 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. NOTE 5. LEASES Greenlane as a Lessee As 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. The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our consolidated balance sheet as of December 31, 2025. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. SCHEDULE OF LESSEE OPERATING LEASE LIABILITY MATURITY (in thousands) Operating Leases 2026 170 Total minimum lease payments $ 170 Less: imputed interest ( 4 ) Present value of minimum lease payments $ 166 Less: current portion 166 Long-term portion $ - Rent expense under operating leases was approximately $ 1.4 million and $ 1.4 million for the years ended December 31, 2025 and 2024, respectively. The following expenses related to our operating leases were included in “general and administrative expenses” within our consolidated statements of operations and comprehensive loss: SCHEDULE OF LEASE COST (in thousands) 2025 2024 For the year ended December 31, (in thousands) 2025 2024 Operating lease cost $ 912 $ 912 Variable lease cost 520 440 Total lease cost $ 1,432 $ 1,352 F- 19 The table below presents the terms and discount rates of the Company’s operating leases as of December 31, 2025: 2025 2024 Weighted average remaining lease terms 0.5 years 1.0 years Weighted average discount rate 2.3 % 2.3 % NOTE 6. DEBT Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated: SCHEDULE OF DEBT (in thousands) 2025 2024 As of December 31, (in thousands) 2025 2024 Future Receivables Financing — - Secured Bridge Loan — - Secured Bridge Loan 2 — 3,674 Secured Bridge Loan 3 — 4,000 Loan — 4,000 Total long term debt — 7,674 Less unamortized debt issuance costs — — Less current portion of debt — ( 7,674 ) Debt, net, excluding operating and finance leases and liabilities $ — $ — Exchange Agreement On 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 $ 2,377.50 per share. In connection with the Exchange, the Company issued an aggregate of 1,683 5 five-year warrants with an exercise price of $ 2,280 per share (the “Exchange Warrants”). The Company evaluated the Exchange Agreement under ASC 470-50, Debt – Modifications and Extinguishment. As a result, the Company determined that the Exchange Agreement should be accounted for as an extinguishment and the Company recorded the Exchange Agreement debt instrument at fair value which included the consideration in common stock warrants transferred. The resulting loss on extinguishment of $ 2.0 million is included in loss on extinguishment of debt in the accompanying consolidated statement of operations for the year ended December 31, 2024. As noted above, the Company issued 1,683 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 1,683 Exchange Warrants were valued at $ 2.6 million using the Black-Scholes model. As 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. Note Payable On 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 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. F- 20 In 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. As 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. Secured Bridge Loan On 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” or “Synergy”). Pursuant 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. On 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. 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 Cobra debt instrument at fair value which included the consideration in common stock warrants transferred. The resulting loss on extinguishment recorded of $ 1.0 million is included in loss on extinguishment of debt in the accompanying consolidated statement of operations for the year ended December 31, 2024. As noted above, the company issued 667 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. F- 21 NOTE 7. COMMITMENTS AND CONTINGENCIES Legal Proceedings 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. These 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. brought a 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, Inc. 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 appropriate. 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. brought 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 Goods. LLC. 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. F- 22 Other Contingencies We are potentially subject to claims related to various non-income taxes (such as sales, value added, consumption, and similar taxes) from various tax authorities, including in jurisdictions in which we already collect and remit such taxes. If the relevant taxing authorities were successfully to pursue these claims, we could be subject to significant additional tax liabilities. See “Note 5—Leases” for details of our future minimum lease payments under operating lease liabilities. See “Note 12—Incomes Taxes” for information regarding income tax contingencies. NOTE 8. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Accounts Receivable, net Accounts receivable, net is as follows (in thousands): SCHEDULE OF ACCOUNTS RECEIVABLE 2025 2024 As of December 31, 2025 2024 Accounts receivable amortized cost $ 3,083 $ 6,878 Allowance for credit losses ( 1,511 ) ( 2,616 ) Net accounts receivable $ 1,572 $ 4,262 The 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 $ ( 2,616 ) $ ( 4,262 ) Provision for expected credit losses, net ( 1,974 ) ( 245 ) Write-offs 3,079 1,891 Balance, end of period $ ( 1,511 ) $ ( 2,616 ) Property and Equipment, net The following is a summary of our property and equipment, at costs less accumulated depreciation and amortization: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT LESS DEPRECIATION AND AMORTIZATION (in thousands) Estimated useful life 2025 2024 As of December 31, (in thousands) Estimated useful life 2025 2024 Furniture, equipment and software $ 7,879 $ 8,595 Leasehold improvements 3 - 7 years 33 33 Work in process Lesser of lease term or 5 years — 20 Property and equipment, gross 7,912 8,648 Less: accumulated depreciation 7,659 7,228 Property and equipment, net $ 253 $ 1,420 Depreciation expense for property and equipment for the years ended December 31, 2025 and 2024 was approximately $ 0.1 million and $ 0.8 million, respectively. 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. Other Current Assets The following table summarizes the composition of other current assets as of the dates indicated: SCHEDULE OF OTHER CURRENT ASSETS (in thousands) 2025 2024 As of December 31, (in thousands) 2025 2024 Other current assets: VAT refund receivable (Note 2) $ 50 $ 43 Prepaid expenses 1,279 301 Indemnification receivable, net 7 7 Customs bonds 500 952 Other 165 2 Other current assets $ 2,001 $ 1,305 Accrued Expenses and Other Current Liabilities The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (in thousands) 2025 2024 As of December 31, (in thousands) 2025 2024 Accrued expenses and other current liabilities: Accrued employee compensation $ 154 $ 1,052 Accrued expenses 1,473 166 Accrued expenses and other current liabilities $ 1,627 $ 1,218 F- 23 Customer Deposits For certain customized 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 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. Changes in 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) Customer Deposits Balance as of December 31, 2023 $ 2,775 Increases due to deposits received, net of other adjustments — Customer Overpayments — Revenue recognized ( 114 ) Balance as of December 31, 2024 $ 2,661 Increases due to deposits received, net of other adjustments — Customer adjustments ( 2,329 ) Revenue recognized 332 Balance as of December 31, 2025 $ — Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) for the periods presented were as follows: SCHEDULE OF COMPONENTS OF ACCUMULATED COMPREHENSIVE INCOME LOSS (in thousands) Foreign Currency Translation Unrealized Gain or (Loss) on Derivative Instrument Total Balance at December 31, 2023 $ 245 $ — $ 245 Other comprehensive income (loss) 20 — 20 Less: Other comprehensive (income) loss attributable to non-controlling interest — — — Balance at December 31, 2024 $ 265 $ — $ 265 Balance $ 265 $ — $ 265 Other comprehensive income (loss) — — — Less: Other comprehensive (income) loss attributable to non-controlling interest — — — Balance at December 31, 2025 $ 265 $ — $ 265 Balance $ 265 $ — $ 265 Supplier Concentration Our four largest vendors accounted for an aggregate of approximately 100 % and 61 % of our total purchases for the years ended December 31, 2025 and 2024, respectively We expect to maintain our relationships with these vendors. Related Party Transactions 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. For the 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. As 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. F- 24 NOTE 9. DIGITAL ASSETS On 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. Berachain investment The 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. The 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 Units Cost Basis Fair Value USDT 13,196,846 $ 13,197 $ 13,163 USDC 9,598,788 9,599 9,477 Stablecoins – Cash Equivalent 22,796 22,640 BERACHAIN 51,659,912 58,262 36,554 ETH 1 1 1 Intangible Digital Assets 58,263 36,555 Total $ 81,057 $ 59,194 Cost 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. Fair value represents the quoted digital assets prices within the Company’s principal market at the time of measurement (11:59 Eastern). The 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 19,000 59,539 Purchases 11,802 8,163 Sales ( 8,163 ) - Change in fair value - ( 31,147 ) Balance at December 31, 2025 $ 22,640 $ 36,555 The Company did not hold any digital assets during the year December 31, 2024. NOTE 10. STOCKHOLDERS’ EQUITY Shares 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). All Class B shares were converted to Class A in December 2022. Accordingly, we no longer have Class B shares outstanding, and references to Class B are for historical context only. Each share 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). Reverse Stock Split Effective 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. F- 25 The 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 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. Common Stock and Warrant Offerings August 2024 Private Placement On 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 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. On 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. October 2024 Private Placement On October 29, 2024, the Company entered into an Exchange Agreement with its Senior Subordinated Lender and with Cobra. In connection 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 million. In 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. February 2025 Private Placement On 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. The 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. F- 26 In 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. As 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. As of 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. October 2025 PIPE Transaction Securities Purchase Agreements On October 20, 2025, the Company entered into subscription agreements with certain accredited investors for a private placement funded in U.S. 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. Each 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. On 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 per share. 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. Warrants 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. Advisory 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 date. In contrast, warrants issued under certain advisory arrangements with defined service periods are recognized over the term of the arrangement. 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. F- 27 Warrant activity for the years ending December 31, 2025 and 2024 is as follows: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Balance, December 31, 2023 1,032 $ 0.15 Issued 13 ,885 0.01 Expired — — Exercised ( 1,899 ) 0.01 Balance, December 31, 2024 13,018 0.01 Issued 32,433,940 0.01 Expired or rescinded ( 9,486 ) 0.01 Exercised ( 1,375,435 ) 0.01 Balance, December 31, 2025 31,062,037 $ 0.01 As of December 31, 2025, outstanding warrants have a weighted average remaining life of 3.32 years. 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. The 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: The Company 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 presented. 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. The expected 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 2025 2024 Stock price $ 3.46 $ 2,760.00 - $ 3,037.50 Risk-free interest rate 4.25 % 3.79 % - 4.39 % Expected term (in years) 4.0 5.8 to 6.0 Expected share price volatility 120.00 % 79.85 % Expected dividend yield - % - % Net Loss Per Share Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. A 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 share and per share amounts): SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (in thousands, except per share data) 2025 2024 For the year ended December 31, (in thousands, except per share data) 2025 2024 Numerator: Net loss $ ( 85,580 ) $ ( 17,657 ) Less: Net loss attributable to non-controlling interests — 17 Net loss attributable to Class A common stockholders $ ( 85,580 ) $ ( 17,640 ) Denominator: Weighted average shares of Class A common stock outstanding* 7,491,560 1,212,000 Net loss per share of Class A common stock - basic and diluted* $ ( 11.42 ) $ ( 14.56 ) * After giving effect to the June 2025 1-for-750 Reverse Stock Split. F- 28 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 warrants; 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 1,880,000 5 Warrants to purchase common stock 31,062,037 1,032 Antidilutive Securities, value 32,942,037 1,037 NOTE 11. COMPENSATION PLANS Amended and Restated 2019 Equity Incentive Plan In 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. In 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. Stock Options Stock 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. During 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 price. The resulting aggregate grant-date fair value is recognized as compensation expense over the requisite service period in accordance with ASC 718. The 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. There 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. F- 29 The 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 - $ - Granted 3,000,000 3.84 Forfeited ( 1,120,000 ) 3.84 Outstanding at December 31, 2025 1,880,000 3.84 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 period. 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. Stock 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 life (years) Weighted- average exercise price Outstanding, vested and or expected to vest 1,486,000 9.8 $ 3.84 Restricted Stock Units During 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 million. During the year ended December 31, 2025, the Company recorded $ 0.2 million of stock-based compensation related to RSUs. As of December 31, 2025, there was no unrecognized compensation expense related to unvested RSUs. Equity-Based Compensation Expense Equity-based compensation expense is included within “salaries, benefits and payroll taxes” in our consolidated statements of operations and comprehensive loss. We recognized equity-based compensation expense as follows: SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE (in thousands) 2025 2024 For the year ended December 31, (in thousands) 2025 2024 Stock options - Class A common stock $ 4,594 $ — Restricted shares - Class A common stock 243 86 Total equity-based compensation expense $ 4,837 $ 86 There were no stock options granted during the year ended December 31, 2024. As 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. NOTE 12. INCOME TAXES 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. F- 30 For 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 for 2025. 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. The Company’s United States and foreign operations components of income (loss) from continuing operations before income taxes are as follows: SCHEDULE OF INCOME BEFORE INCOME TAX, DOMESTIC AND FOREIGN (in thousands) 2025 2024 For the year ended December 31, (in thousands) 2025 2024 United States $ ( 85,191 ) $ ( 15,563 ) Foreign $ ( 382 ) $ ( 2,094 ) Total $ ( 85,573 ) $ ( 17,657 ) Income Tax Expense The income tax (benefit) expense for the years ended December 31, 2025 and 2024 consisted of the following: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) For the year ended December 31, 2025 For the year ended December 31, 2024 (in thousands) Federal Foreign State Total Federal Foreign State Total Current tax (benefit) expense Current year $ — $ — $ 7 $ 7 $ — $ — $ — $ — Total current year — — 7 7 — — — — Deferred tax (benefit) expense Current year ( 7,992 ) 80 12 ( 7,914 ) ( 3,325 ) ( 277 ) ( 998 ) ( 4,600 ) Change in valuation allowance 7,992 ( 80 ) ( 5 ) 7,907 3,325 277 998 4,600 Total deferred tax (benefit) expense — — 7 7 — — — — Income tax (benefit) expense $ — $ — $ 7 $ 7 $ — $ — $ — $ — The 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, 2025 U.S. Federal statutory income tax rate $ ( 16,491 ) 21.00 % State and local income taxes, net of federal income tax effect 5 ( 0.01 )% Canada Other 326 0.42 % Netherlands Other ( 246 ) 0.31 % Changes in valuation allowances 7,907 ( 10.07 )% Deferred only adjustments Net operating loss 8,246 10.50 % Other adjustments 259 0.33 % Effective income tax rate $ 7 0.01 % A reconciliation of the income tax (benefit) expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (in thousands) 2025 2024 For the year ended December 31, (in thousands) 2025 2024 Expected federal income tax (benefit) expense at statutory rate $ ( 16,941 ) $ ( 3,331 ) State tax expense, net of federal benefit — ( 840 ) Net operating loss 8,246 — Change in valuation allowance 7,907 4,171 Other, net 781 — Income tax (benefit) expense $ 7 $ — 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. F- 31 Deferred Tax Assets and Liabilities The components of deferred tax assets and liabilities were as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (in thousands) 2025 2024 As of December 31, (in thousands) 2025 2024 Deferred tax assets: Goodwill and other intangible assets $ 33,538 $ 35,225 Fixed assets 226 394 Inventory 3,410 2,364 Allowance for doubtful accounts 335 688 Operating lease liability 93 265 Equity-based compensation 4,287 2,598 Business interest carryforward 8,871 8,710 Net operating loss carryforwards 74,974 74,609 Unrealized gain/loss 8,866 — Other 221 130 Total deferred tax assets 134,821 124,983 Valuation allowance ( 134,028 ) ( 124,709 ) Net deferred tax assets 793 ( 274 ) Deferred tax liability: Right of use assets ( 21 ) ( 274 ) Section 481 (a) adjustment ( 772 ) — Total deferred tax liabilities ( 793 ) ( 274 ) Net deferred tax assets and liabilities $ — $ — Deferred 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 of $ 0 . 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. The Company 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 $ 17.6 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. Accordingly, the disclosed carryforward balances do not reflect any reduction that may result from such a study. On 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. Uncertain Tax Positions The Company evaluates uncertain tax positions in accordance with ASC 740. 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. F- 32 Tax Receivable Agreement (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 . NOTE 13. SEGMENT REPORTING We define our segments as those operations whose results are regularly reviewed by our CODM to analyze performance and allocate resources. Therefore, segment information is prepared on the same basis that management reviews financial information for operational decision-making purposes. Our CODM is a committee comprised of our CEO and our CFO. 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: 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. The 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. Other costs 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. There were no Digital Asset Segment activities for the year ended December 31, 2024. F- 33 Our 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, 2025 and 2024 for the Wholesale / Distribution segment. SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY (in thousands) 2025 2024 For the year ended December 31, (in thousands) 2025 2024 Net revenue $ 4,142 $ 13,275 Cost of revenue 16,820 6,993 Gross profit (loss) $ ( 12,678 ) $ 6,282 The following table sets forth information by reportable segment for the years ended December 31, 2025 and 2024 for the digital asset segment. (in thousands) 2025 2024 For the year ended December 31, (in thousands) 2025 2024 Net revenue $ 214 $ - Cost of revenue - - Gross profit (loss) $ 214 $ - 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 Total Operating expenses Salaries, benefits and payroll taxes $ 9,506 $ 441 $ 9,947 Stock based compensation – strategic advisory warrants 18,553 — 18,553 General and administrative 9,112 1,534 10,646 Restructuring expenses 1,492 — 1,492 Impairment 650 — 650 Depreciation 493 — 493 Total operating expenses $ 39,806 $ 1,974 $ 41,781 The 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) 2025 2024 For the year ended December 31, (in thousands) 2025 2024 Accounts receivable, net $ 1,572 $ 4,262 Inventories $ - $ 14,215 Vendor deposits $ - $ 3,091 None of the above assets were present in our digital asset segment. The following table sets forth net sales disaggregated by geography: SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY (in thousands) 2025 2024 For the year ended December 31, (in thousands) 2025 2024 United States $ 4,351 $ 10,900 Canada 4 157 Europe - 2,218 Total net sales $ 4,355 $ 13,275 The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net, and operating lease right-of-use assets: SCHEDULE OF LONG-LIVED ASSETS BY GEOGRAPHIC AREA (in thousands) 2025 2024 As of December 31, (in thousands) 2025 2024 United States $ 397 $ 2,459 Canada - 4 Europe - - Total long-lived assets $ 397 $ 2,463 There 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. NOTE 14. SUBSEQUENT EVENTS Digital Asset Transactions and Strategic Arrangements In 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 commitments. 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. F- 34 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, 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 stock split. The Company expects to effect the reverse stock split shortly following the issuance of these financial statements. ATM Offering On 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 Offering”). 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”). 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 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. Token Purchase and Sale Agreement 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 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. Together, the Transaction Agreements facilitate the Subsidiary to lending of stablecoins to the Counterparty for the purpose of executing BERA token purchases. 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. Mr. 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. Related Party Transaction The 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. F- 35 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On 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. During 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. During 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. There have been no other “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K). In 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). 73