Greenlane Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) GREENLANE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) March 31, 2026 December 31, 2025 (unaudited) ASSETS Current assets Cash and cash equivalents $ 13,320 $ 32,513 Accounts receivable, net of allowance of $ 89 and $ 1,511 at March 31, 2026 and December 31, 2025, respectively 883 1,572 Digital asset loan receivable 235 — Stablecoin-related protocol instruments 3,999 — Other current assets (Note 6) 1,533 2,001 Total current assets 19,970 36,086 Property and equipment, net 122 253 Operating lease right-of-use assets — 144 Digital assets – BERA & BERA-equivalents 34,232 36,555 Other assets 1,892 1,893 Total assets $ 56,216 $ 74,931 LIABILITIES Current liabilities Accounts payable $ 5,347 $ 5,414 Accrued expenses and other current liabilities (Note 6) 789 1,627 Current portion of operating leases — 166 Total current liabilities 6,136 7,207 Total liabilities 6,136 7,207 Commitments and contingencies (Note 5) - - 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, 1,800,000,000 shares authorized, 629,946 and 603,696 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively * 6 6 Class B common stock, $ 0.0001 par value per share, 30,000,000 shares authorized, and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025 * — — Common stock, value — — Additional paid-in capital * 428,943 428,111 Accumulated deficit ( 378,869 ) ( 360,509 ) Accumulated other comprehensive income — 265 Total stockholders’ equity attributable to Greenlane Holdings, Inc. 50,080 67,873 Non-controlling interest — ( 149 ) Total stockholders’ equity 50,080 67,724 Total liabilities and stockholders’ equity $ 56,216 $ 74,931 * After giving effect to the Reverse Stock Splits - See Note 8 - Stockholders’ Equity. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 GREENLANE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (in thousands, except share and per share amounts) 2026 2025 Three Months Ended March 31, 2026 2025 Net revenue $ 448 $ 1,469 Cost of sales 231 748 Gross profit 217 721 Operating expenses: Salaries, benefits and payroll taxes 1,434 1,267 Stock based compensation – strategic advisory warrants 240 — General and administrative 3,989 2,823 Depreciation and amortization 126 106 Total operating expenses 5,789 4,196 Loss from operations ( 5,572 ) ( 3,475 ) Other income (expense), net: Interest income (expense), net 34 ( 391 ) Change in fair value of digital assets ( 12,869 ) — Other income (expense), net 196 ( 1 ) Total other expense, net ( 12,639 ) ( 392 ) Loss before income taxes ( 18,211 ) ( 3,867 ) Provision for income taxes — — Net loss ( 18,211 ) ( 3,867 ) Less: Net income attributable to non-controlling interest 149 — Net loss attributable to Greenlane Holdings, Inc. $ ( 18,360 ) $ ( 3,867 ) Net loss attributable to Class A common stock per share - basic and diluted (Note 8)* $ ( 4.49 ) $ ( 2.54 ) Weighted-average shares of Class A common stock outstanding - basic and diluted (Note 8)* 4,086,882 1,522,272 Other comprehensive income attributable to Greenlane Holdings, Inc.: Reclassification adjustment for accumulated foreign currency translation gain included in net loss ( 265 ) — Other comprehensive income (loss) ( 265 ) — Comprehensive loss attributable to Greenlane Holdings, Inc. $ ( 18,625 ) $ ( 3,867 ) * After giving effect to the Reverse Stock Splits - See Note 8 - Stockholders’ Equity. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 GREENLANE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (in thousands, except share amounts) 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, 2025 603,696 $ 6 $ 428,111 $ ( 360,509 ) $ 265 $ ( 149 ) $ 67,724 Net loss — — — ( 18,360 ) — 149 ( 18,211 ) Exercise of pre-funded warrants 26,250 — — — — — — Equity-based compensation — — 592 — — — 592 Strategic advisory warrants — — 240 — — — 240 Reclassification of accumulated foreign currency translation gain — — — — ( 265 ) — ( 265 ) Balance March 31, 2026 629,946 $ 6 $ 428,943 $ ( 378,869 ) $ — $ — $ 50,080 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, 2024 378 $ — $ 281,091 $ ( 274,929 ) $ 265 $ ( 149 ) $ 6,278 Balance 378 $ — $ 281,091 $ ( 274,929 ) $ 265 $ ( 149 ) $ 6,278 Net loss — — — ( 3,867 ) — — ( 3,867 ) Exercise of Class A warrants 198 — 11 — — — 11 Issuance of Class A shares and warrants 814 — 20,722 — — — 20,722 Balance March 31, 2025 1,390 $ — $ 301,824 $ ( 278,796 ) $ 265 $ ( 149 ) $ 23,144 Balance 1,390 $ — $ 301,824 $ ( 278,796 ) $ 265 $ ( 149 ) $ 23,144 * After giving effect to the Reverse Stock Splits - See Note 8 - Stockholders’ Equity. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 GREENLANE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) 2026 2025 Three Months Ended March 31, 2026 2025 Cash Flows from Operating Activities: Net loss $ ( 18,211 ) $ ( 3,867 ) Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: Depreciation and amortization 105 106 Strategic advisory warrants 240 — Stock-based compensation 592 — Realized foreign currency gain ( 265 ) — Non-cash staking revenue ( 417 ) — Write-off vendor deposits and accrued liabilities 267 — Change in fair value of digital assets 12,869 — Accretion of debt discount — 284 Provision for doubtful accounts 381 ( 12 ) Changes in operating assets and liabilities: Accounts receivable 308 ( 625 ) Inventories — ( 99 ) Vendor deposits — 374 Other current assets 468 ( 107 ) Accounts payable ( 331 ) 117 Accrued expenses and other liabilities ( 836 ) 516 Customer deposits — ( 132 ) Net cash and cash equivalents used in operating activities ( 4,830 ) ( 3,445 ) Cash flows from Investing Activities: Purchases of property and equipment, net — ( 16 ) Loan receivable (digital assets) ( 235 ) — Purchases of digital assets ( 10,129 ) — Purchases of stablecoin-related protocol instruments ( 3,999 ) — Net cash and cash equivalents used in investing activities ( 14,363 ) ( 16 ) Cash flows from Financing Activities: Proceeds from issuance of Class A common stock and warrants — 19,036 Repayments of notes payable — ( 7,958 ) Net cash and cash equivalents provided by financing activities — 11,078 Net (decrease) increase in cash and cash equivalents ( 19,193 ) 7,617 Cash and cash equivalents, beginning of the period 32,513 899 Cash and cash equivalents, end of period $ 13,320 $ 8,516 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 GREENLANE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited) (in thousands) Supplemental disclosures of cash flow information Cash paid for interest $ — $ 444 Cash paid during the period for income taxes $ — $ — Non-cash investing activities and financing activities: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 GREENLANE HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2026 and 2025 (Unaudited) 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 March 31, 2026 and December 31, 2025, respectively, 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. Stablecoin-related instruments that are deployed into protocol or yield strategies are presented based on the nature of the arrangement and are not classified as cash equivalents. We continue to operate a legacy wholesale and distribution business, which has been significantly reduced in scale and is managed for efficiency, working capital minimization, 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. On April 2, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-eight reverse stock split of the Company’s issued and outstanding shares of Class A common stock, par value $ 0.01 per share, effective April 6, 2026. As a result of the reverse stock split, every eight shares of Class A common stock issued and outstanding were automatically converted into one share of Class A common stock, without any change in par value per share. The reverse stock split did not change the authorized number of shares of Class A common stock. No fractional shares were issued in connection with the reverse stock split. In lieu of fractional shares, stockholders otherwise entitled to receive a fractional share received a cash payment equal to such fraction multiplied by the closing sales price of the Class A common stock as reported on the Nasdaq Capital Market on the trading day immediately preceding the effective date of the reverse stock split. All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of our Class A common stock have been adjusted as a result of the Reverse Stock Splits, 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 8— 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 Class A common stock to additional paid-in capital. 8 Liquidity and Going Concern The Company’s liquidity requirements consist primarily of working capital, public company costs, professional fees, digital asset treasury activities, and general corporate needs. Primary sources of liquidity include cash and cash equivalents on hand, including U.S. dollar-denominated stablecoins, and the Company’s ability to access capital markets, subject to market conditions. The Company incurred a net loss of $ 18.2 million for the three months ended March 31, 2026, including a non-cash fair value loss on digital assets of $ 12.9 million. Net loss attributable to Greenlane Holdings, Inc. was $ 18.4 million for the three months ended March 31, 2026. The Company used $ 4.8 million of cash and cash equivalents in operating activities during the three months ended March 31, 2026. As of March 31, 2026, the Company had $ 13.3 million of cash and cash equivalents, $ 4.0 million of stablecoin-related protocol instruments and $ 34.2 million of digital assets. Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40. Based on cash and cash equivalents on hand, expected operating cash flows, and management’s plans to reduce operating costs, simplify operations, monetize legacy assets, and manage its digital asset treasury strategy, management believes the Company has sufficient liquidity to meet its obligations for at least twelve months from the issuance date of these condensed consolidated financial statements. Accordingly, management concluded that there is no substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the issuance date of these condensed consolidated financial statements. 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 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 Class A common stock (pre-reverse split) and pre-funded warrants to purchase 9,789,166 shares of Class A common stock (pre-reverse split). The transaction closed on October 23, 2025 and provided gross consideration of approximately $ 109.9 million, consisting of U.S. dollars, U.S. dollar-denominated stablecoins, and BERA. 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. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. The condensed consolidated results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or any other future annual or interim period. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments necessary for a fair statement of the Company’s financial position and operating results. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year. 9 Principles of Consolidation Our condensed 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 collectability of accounts receivable; the allowance for credit losses; the realizability of deferred tax assets; the fair value measurement of digital assets and BERA-equivalent holdings; the classification and presentation of stablecoins and stablecoin-related instruments; the useful lives of property and equipment; legal contingencies and other loss contingencies; the Tax Receivable Agreement (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 business through operating and reportable segments based on the information regularly reviewed by our chief operating decision maker (“CODM”) to assess performance and allocate resources. In connection with the launch of the digital asset treasury strategy in October 2025 and management’s ongoing assessment under ASC 280, Segment Reporting, the Company determined that, beginning in the fourth quarter of 2025, it has two operating and reportable segments: Wholesale and Distribution, consisting of legacy e-commerce and drop-ship operations, and Digital Assets, consisting of digital asset treasury activities, including acquisition, staking, and validator participation related to BERA. The Company’s CODM is a committee comprised of the Chief Executive Officer and Chief Financial Officer. The CODM evaluates performance based on segment net revenue, gross profit, selected operating expenses, and capital allocation. Segment results are reconciled to consolidated totals. 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 and cash equivalents, accounts receivable, digital asset loan receivable, accounts payable, and accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these instruments. See “Note 3—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 3—Fair Value of Financial Instruments.” 10 Stablecoins U.S. dollar-denominated stablecoins held directly in Company-controlled wallets that are readily convertible into known amounts of cash and have an insignificant risk of changes in value are classified as cash equivalents. Stablecoins and stablecoin-related instruments deployed into protocols, staking arrangements, lending arrangements, synthetic yield strategies, or other activities that limit immediate redemption or introduce more than insignificant liquidity, counterparty, protocol, market structure, yield-strategy, or valuation risk are not classified as cash equivalents and are presented based on the nature of the arrangement and measured at fair value when fair value is readily determinable, with changes in fair value recognized in earnings unless otherwise required by applicable accounting guidance. For the three months ended March 31, 2026, the Company presented aUSDC and sUSDe as stablecoin-related protocol instruments within current assets. These instruments were excluded from cash and cash equivalents. Digital Assets The Company accounts for qualifying crypto assets in accordance with ASC 350-60, Intangibles, Goodwill and Other, Crypto Assets. The Company’s digital assets consist primarily of BERA, the native token of the Berachain blockchain network, and certain BERA-equivalent holdings, including staked, wrapped, or protocol-based receipt tokens that are economically linked to BERA. Digital assets are initially recognized at cost upon acquisition or receipt. Transaction costs incurred to acquire digital assets are expensed as incurred unless otherwise required by applicable accounting guidance. Digital assets are subsequently measured at fair value at each reporting date, with changes in fair value recognized in earnings within change in fair value of digital assets in the condensed consolidated statements of operations and comprehensive loss. Fair value is determined using quoted market prices in the Company’s principal market, when available. For BERA-equivalent holdings, the Company determines fair value using observable conversion characteristics applicable to the underlying BERA-equivalent instrument and quoted market prices for the underlying BERA token as of the measurement date. The Company’s treasury reporting tool supports custody tracking, wallet reconciliation, and conversion-rate documentation but is not the primary pricing source for fair value measurement. Transfers between native BERA and BERA-equivalent forms, including staking, wrapping, or protocol-based conversions, are treated as non-disposition events when the Company retains substantially the same economic exposure to the underlying BERA. Such transfers do not result in realized gains or losses. Digital Asset Loan Receivable Digital asset loan receivables represent amounts lent under digital asset treasury arrangements and are recorded at the amount of stablecoins or other consideration transferred, adjusted for repayments, settlements, and any expected credit losses. The Company evaluates such receivables for collectability under applicable credit loss guidance and considers counterparty credit risk, collateral or settlement mechanics, contractual terms, and subsequent repayment activity. Staking Revenue The Company earns staking revenue through its participation in staking, validator, and related protocol activities within the Berachain ecosystem. Staking revenue is recognized when the Company obtains control of the awarded digital asset and the reward is measurable. Staking revenue received in BERA or BERA-equivalent tokens is initially measured at fair value on the date control is obtained and is included in net revenue in the condensed consolidated statements of operations and comprehensive loss. After initial recognition, digital assets received through staking activities are accounted for as digital assets and remeasured at fair value each reporting period, with changes in fair value recognized in earnings within the changes in fair value of digital assets. Recently issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The amendments require public business entities to disclose additional disaggregated information about certain income statement expense line items in the notes to the financial statements. The objective of the amendments is to provide investors with information to better understand an entity’s expenses, assess the entity’s prospects for future cash flows, and compare performance over time and across entities. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its financial statement disclosures. Other recently issued accounting pronouncements not yet effective are not expected to have a material impact on the Company’s condensed consolidated financial statements or related disclosures. 11 NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, digital asset loan receivable, and accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these instruments. The Company holds digital assets consisting primarily of BERA and BERA-equivalent holdings. Native BERA is measured at fair value using quoted prices in active markets for identical assets. BERA-equivalent holdings, including staked, wrapped, or protocol-based receipt tokens, are valued using observable conversion characteristics from the applicable protocol and quoted market prices for the underlying BERA token as of the measurement date. The Company uses treasury reporting tools to support custody tracking, wallet reconciliation, and conversion-rate documentation; such tools are not the primary pricing source for fair value measurement. The Company classifies digital assets within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Native BERA is classified as Level 1 when quoted prices in active markets for identical assets are available. BERA-equivalent holdings are classified based on the observability of the underlying BERA price and the related conversion characteristics used to determine fair value. To the extent quoted prices for identical assets are not available for BERA-equivalent holdings, the Company considers the observability of the underlying BERA price and applicable protocol conversion characteristics in determining the appropriate fair value hierarchy classification. If a Level 1 input is available, it is required to be utilized as a measure of fair value without adjustment, including adjustments that would reflect the size of the Company’s holdings or blockage factors. Due to the inherent volatility of digital asset 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 March 31, 2026 (in thousands) Caption Level 1 Level 2 Level 3 Total Assets: aUSDC and sUSDe Stablecoin-related protocol instruments $ — 3,999 — $ 3,999 BERA and BERA-equivalent tokens Digital assets 34,232 — — 34,232 Total Assets $ 34,232 $ 3,999 $ — $ 38,231 (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: BERA and BERA-equivalent tokens Digital assets $ 36,555 — — $ 36,555 Total Assets $ 36,555 $ — $ — $ 36,555 Digital assets included in these tables consist of BERA and BERA-equivalent tokens. Stablecoins classified as cash equivalents are excluded from the tables above because they are carried at amounts that approximate fair value due to their short-term nature and redeemability into U.S. dollars. Stablecoin-related instruments that do not qualify as cash equivalents are excluded from these tables unless classified as digital assets measured at fair value. 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 three months ended March 31, 2026 or the year ended December 31, 2025. Equity Securities Without a Readily Determinable Fair Value The Company’s investment in equity securities without a readily determinable fair value consists of an ownership interest in Airgraft Inc., a private company. The Company determined that its ownership interest does not provide the Company with significant influence over Airgraft Inc.; accordingly, the investment is accounted for as an equity security. Because the equity securities do not have a readily determinable fair value, the Company elected to measure the investment using the measurement alternative under ASC 321, at cost, less impairment, if any, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company evaluates the investment each reporting period for impairment indicators and observable price changes. The Company did not identify any impairment or observable price changes requiring adjustment during the three months ended March 31, 2026 or the year ended December 31, 2025. As of March 31, 2026 and December 31, 2025, the carrying value of the Company’s investment in Airgraft Inc. was approximately $ 1.9 million and was included within “Other assets” in the condensed consolidated balance sheets. 12 NOTE 4. LEASES Greenlane as a Lessee As of March 31, 2026, the Company had no material operating lease right-of-use assets or operating lease liabilities, as substantially all leased facilities had been exited or terminated. Rent expense under operating leases was approximately $ 0.2 million and $ 0.5 million for the three months ended March 31, 2026 and 2025, respectively. The following expenses related to our operating leases were included in “general and administrative” expenses within our condensed consolidated statements of operations and comprehensive loss: SCHEDULE OF LEASE COST (in thousands) 2026 2025 For the three months ended March 31, (in thousands) 2026 2025 Operating lease cost 217 502 Variable lease cost — — Total lease cost $ 217 $ 502 NOTE 5. 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. Although outcomes are inherently uncertain, management does not currently believe that the ultimate resolution of these proceedings will have a material adverse effect on the Company’s condensed consolidated financial statements, except as otherwise disclosed below. 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 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. 13 On December 17, 2024, Crossmark, Inc. brought a breach of contract suit against the Company’s subsidiary, Warehouse Goods, LLC, in the amount of approximately $ 0.3 million. 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 approximately $ 0.7 million under the September 2020 Manufacturing Agreement 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 approximately $ 0.3 million. 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 Investigative Demand regarding an investigation to determine whether there were alleged violations of the False Claims Act concerning allegations related to the approval, payment, and forgiveness of a 2020 Paycheck Protection Program loan of approximately $ 1.9 million obtained by KIM International LLC, a subsidiary acquired by the Company in 2021. The Company is cooperating with the investigation. At this time, the Company is unable to estimate a reasonably possible loss or range of loss, if any. The Company maintains an accrual of approximately $ 0.5 million as of March 31, 2026 and December 31, 2025 related to legal matters. 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. Other Contingencies The Company may be subject to claims related to various non-income taxes, including sales, value added, consumption, and similar taxes, from various tax authorities, including in jurisdictions in which the Company already collects and remits such taxes. If the relevant taxing authorities were to successfully pursue these claims, the Company could be subject to additional tax liabilities. See “Note 4—Leases” for details of our future minimum lease payments under operating lease liabilities. See “Note 10—Income Taxes” for information regarding income tax contingencies. NOTE 6. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Accounts Receivable, net Accounts receivable, net is as follows (in thousands): SCHEDULE OF ACCOUNTS RECEIVABLE March 31, 2026 December 31, 2025 Period Ended March 31, 2026 December 31, 2025 Accounts receivable amortized cost $ 972 $ 3,083 Allowance for credit losses ( 89 ) ( 1,511 ) Net accounts receivable $ 883 $ 1,572 14 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 March 31, 2026 December 31, 2025 Balance, beginning of period $ ( 1,511 ) $ ( 2,616 ) Provision for expected credit losses, net ( 381 ) ( 1,974 ) Write-offs 1,803 3,079 Balance, end of period $ ( 89 ) $ ( 1,511 ) 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 March 31, 2026 December 31, 2025 Furniture, equipment and software 3 - 7 years $ 7,879 $ 7,879 Leasehold improvements Lesser of lease term or 5 years — 33 Property and equipment, gross 7,879 7,912 Less: accumulated depreciation ( 7,757 ) ( 7,659 ) Property and equipment, net $ 122 $ 253 Depreciation expense for property and equipment was approximately $ 0.1 million and $ 0.1 million for the three months ended March 31, 2026 and 2025, 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) March 31, 2026 December 31, 2025 Prepaid expenses $ 983 $ 1,279 Customs bonds 500 500 Other 50 222 Other current assets $ 1,533 $ 2,001 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) March 31, 2026 December 31,2025 Accrued employee compensation $ 197 $ 154 Other accrued expenses 592 1,473 Accrued expenses and other current liabilities $ 789 $ 1,627 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. Such transactions are subject to review and approval by the Company’s Digital Asset Committee prior to execution. 15 Renah Persofsky, who served as a Greenlane Director until October 23, 2025, is a Principal Owner of Green Gruff USA Inc, (“Green Gruff”). In January 2025 the Company entered into an amended distribution agreement with Green Gruff. During the three months ended March 31, 2026, the Company did not recognize material revenue or cost of goods sold from transactions with Green Gruff. During the three months ended March 31, 2026, Greenlane Subsidiary Inc., a wholly owned subsidiary of the Company, entered into a Token Purchase and Sale Agreement and a Token Lending Agreement with Berachain Operations Corporation. Under the Token Lending Agreement, the Company may lend USDC and/or USDT stablecoins to Berachain Operations Corporation. The lending arrangement is intended to facilitate BERA acquisition activity under the Token Purchase and Sale Agreement. Under the Token Purchase and Sale Agreement, the Company may request to purchase tranches of BERA tokens from Berachain Operations Corporation, including through settlement mechanics that reduce amounts outstanding under the lending arrangement. Berachain Operations Corporation may use one or more liquidity providers or market participants to source BERA tokens. One such liquidity provider is BSQD Corp., which is wholly owned by Ben Isenberg, the Company’s Chief Investment Officer. The Company’s review and approval process covered the arrangements with Berachain Operations Corporation and the related-party considerations associated with BSQD. The Company continues to monitor BERA acquisition activity, including any involvement of BSQD or other related-party liquidity providers, through its related-party transaction review process and Digital Assets Committee oversight. The maximum amount available under the lending arrangement during the three months ended March 31, 2026 was $ 5.0 million. As of March 31, 2026, $ 235 thousand was outstanding and recorded as a digital asset loan receivable from a related party. No interest income was recognized during the period. Based on management’s evaluation under ASC 810, the Company does not consolidate Berachain Operations Corporation. NOTE 7. DIGITAL ASSETS On October 23, 2025, the Company adopted BERA as its primary treasury reserve asset. Under this treasury strategy, the Company acquires, holds, and strategically deploys BERA, the native token of the Berachain blockchain network, as well as certain BERA-based receipt, staked, or wrapped positions that are economically linked to BERA (“BERA-equivalent tokens”). These holdings are maintained for long-term treasury management, ecosystem participation, staking, validator activities, liquidity deployment, and other Board-approved strategic activities. The Company accounts for its BERA and BERA-equivalent holdings as digital assets in accordance with ASC 350, Intangibles—Goodwill and Other , as amended by ASU 2023-08, Accounting for and Disclosure of Crypto Assets . The Company has legal ownership and control over these digital assets, which are presented as digital assets in the Condensed Consolidated Balance Sheets. As of March 31, 2026, certain BERA and BERA-equivalent holdings were subject to contractual transfer or sale restrictions under applicable treasury and protocol arrangements. Management considered such restrictions in its liquidity planning and treasury management activities. Digital assets are initially recorded at cost upon purchase, receipt, or conversion. Transaction costs incurred to acquire digital assets are expensed as incurred unless otherwise required by applicable accounting guidance. Subsequently, BERA and BERA-equivalent holdings are remeasured at fair value as of each reporting date, with changes in fair value recognized in earnings within other (expense) income, net, in the Condensed Consolidated Statements of Operations. For disclosure and treasury management purposes, the Company monitors both (i) native BERA units held directly and (ii) BERA-equivalent units, which represent positions in receipt, staked, wrapped, or protocol-native instruments that are economically convertible into, or otherwise directly linked to, underlying BERA units. Management evaluates treasury performance, exposure, and BERA-per-share metrics on both a native-unit basis and a BERA-equivalent basis. The following tables present the units held, cost basis, and fair value of native BERA and BERA-equivalent digital assets as of March 31, 2026 and December 31, 2025, respectively, in thousands except for tokens: SCHEDULE OF UNITS HELD, COST BASIS, AND FAIR VALUE Period BERA-Equivalent Tokens Cost Basis (USD) Fair Value (USD) March 31, 2026 77,712,731 $ 68,678 $ 34,232 December 31, 2025 51,659,913 $ 58,262 $ 36,555 Cost basis reflects the historical acquisition cost of digital assets, including digital assets acquired through the October 2025 PIPE transaction, subsequent treasury purchases, and staking rewards recognized upon receipt. Comparative period cost basis amounts are presented consistent with amounts previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Cost basis reflects the cost of the digital asset at the time of purchase or receipt and excludes transaction costs that were expensed as incurred. Fair value represents quoted digital assets prices within the Company’s principal market at the time of measurement (11:59 p.m. UTC). 16 The following table presents a rollforward of the Company’s digital asset holdings, including BERA tokens and BERA-equivalent sWBERA, iBERA, siBERA, and similar tokens held in Company-controlled wallets, for the three months ended March 31, 2026. Digital assets are measured at fair value with changes recognized in earnings. U.S. dollar-denominated stablecoins that qualify as cash equivalents are excluded from this rollforward. Stablecoin-related protocol instruments that do not qualify as cash equivalents are also excluded from this rollforward. SCHEDULE OF CRYPTOCURRENCY ACTIVITIES Digital Assets Balance as of December 31, 2025 $ 36,555 Staking revenue 417 Digital assets acquired from October 2025 PIPE 59,539 Purchases of BERA and BERA-equivalent digital assets 10,129 Change in fair value ( 12,869 ) Balance at March 31, 2026 $ 34,232 Digital Assets Balance as of December 31, 2024 $ — Digital assets acquired from October 2025 PIPE 59,539 Purchases of BERA and BERA-equivalent digital assets 8,163 Change in fair value ( 31,147 ) Balance at December 31, 2025 $ 36,555 As of March 31, 2026, a portion of the Company’s BERA and BERA-equivalent digital asset holdings were subject to contractual transfer or sale restrictions under the applicable treasury, staking, and protocol arrangements. As of December 31, 2025, the Company did not have any BERA or BERA-equivalent holdings subject to operational transfer restrictions. The table below summarizes the Company’s restricted and unrestricted BERA-equivalent holdings, including units held and fair value, as of each balance sheet date, in thousands except for token units. SCHEDULE OF COMPANY’S RESTRICTED AND UNRESTRICTED BERA-EQUIVALENT HOLDINGS, INCLUDING UNITS HELD AND FAIR VALUE BERA-Equivalent Tokens USD BERA- Equivalent Tokens USD As of March 31, 2026 As of December 31, 2025 BERA-Equivalent Tokens USD BERA- Equivalent Tokens USD Restricted Tokens 39,714,869 $ 17,494 — $ — Unrestricted Tokens 37,997,862 16,738 51,659,913 36,555 Total intangible digital assets 77,712,731 $ 34,232 51,659,913 $ 36,555 NOTE 8. STOCKHOLDERS’ EQUITY Shares of the Company’s Class A common stock have both voting and economic rights, including the right to receive dividends or distributions, if declared, and proceeds upon dissolution, winding up or liquidation. Each share of Class A common stock entitles the holder to one vote on all matters submitted to stockholders. All Class B common stock was converted into Class A common stock in December 2022; accordingly, no shares of Class B common stock remain outstanding. Reverse Stock Splits Effective June 26, 2025, the Company completed a one-for-750 reverse stock split of its issued and outstanding shares of Class A common stock. As a result, every 750 shares of Class A common stock issued and outstanding were converted into one share of Class A common stock. In lieu of issuing fractional shares, the Company rounded fractional shares up to the next whole share. On April 2, 2026, the Company filed a Certificate of Amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a one-for-eight reverse stock split of its issued and outstanding shares of Class A common stock, effective April 6, 2026. As a result, every eight shares of Class A common stock issued and outstanding were converted into one share of Class A common stock. No fractional shares were issued in connection with the reverse stock split. In lieu of fractional shares, stockholders otherwise entitled to receive a fractional share received a cash payment equal to such fraction multiplied by the closing sales price of the Class A common stock as reported on the Nasdaq Capital Market on the trading day immediately preceding the effective date of the reverse stock split. The reverse stock splits did not change the par value of the Class A common stock or the authorized number of shares of Class A common stock. All share and per-share amounts presented in these condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the reverse stock splits. 17 Warrants The Company has issued warrants in connection with prior equity financing transactions, restructuring and exchange transactions, and strategic advisory arrangements. The Company’s warrants are classified as equity instruments when they are indexed to the Company’s own stock and meet the criteria for equity classification. During the three months ended March 31, 2026, the Company did not issue any warrants. During the three months ended March 31, 2026, warrants to purchase 26,250 shares of Class A common stock were exercised. Because certain pre-funded warrants were substantially funded at issuance and have a nominal exercise price, exercises of such warrants did not result in material cash proceeds and were reflected as reclassifications within stockholders’ equity. Warrant activity for the three months ended March 31, 2026 was as follows: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Balance, December 31, 2025 3,882,755 $ 0.08 Issued — — Expired or rescinded ( 2 ) — Exercised ( 26,250 ) 0.08 Balance, March 31, 2026 3,856,503 $ 0.08 As of March 31, 2026, outstanding warrants have a weighted average remaining life of 5.41 years. For the three months ended March 31, 2026, the Company recognized approximately $ 0.2 million of non-cash stock-based compensation expense related to strategic advisory warrants issued to non-employee service providers. This expense is presented separately as stock-based compensation – strategic advisory warrants in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2026, approximately $ 0.5 million of unrecognized compensation expense related to strategic advisory warrants remained, which is expected to be recognized through September 2026. No warrants were issued during the three months ended March 31, 2026. Accordingly, no grant-date valuation assumptions are presented for the period. 18 Net Loss Per Share Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane Holdings, Inc. 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 Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding, adjusted to give effect to potentially dilutive securities. Pre-funded warrants with nominal exercise prices are included in the weighted-average number of shares outstanding for purposes of calculating basic net loss per share beginning on their respective issuance dates because the exercise price is non-substantive and exercise is considered virtually assured. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows: SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (in thousands, except share and per share data) 2026 2025 Three months ended March 31, (in thousands, except share and per share data) 2026 2025 Numerator: Net loss $ (18,211 ) $ ( 3,867 ) Less: Net income attributable to non-controlling interests 149 — Net loss attributable to Class A common stockholders $ (18,360 ) $ ( 3,867 ) Denominator: Weighted average shares of Class A common stock outstanding 4,086,882 1,522,272 Net loss per share of Class A common stock - basic and diluted $ ( 4.49 ) $ ( 2.54 ) For the three months ended March 31, 2026 and 2025, stock options and warrants to purchase shares of 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. 19 The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive (in common stock equivalent shares): SCHEDULE OF OUTSTANDING POTENTIALLY DILUTIVE SECURITIES 2026 2025 Three Months Ended March 31, 2026 2025 Stock options to purchase common stock 235,000 42 Warrants to purchase common stock 3,856,503 8,365,651 NOTE 9. 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, the Company included in its proxy statement a proposal to increase the share reserve under the Company’s equity incentive plan to 375,000 shares. The plan includes a 15% evergreen feature. Following the October 2025 private placement and related stockholder approval, the Company filed a registration statement on Form S-8 to register additional shares available for issuance under the plan. As of March 31, 2026, 140,000 shares remained available for future issuance under the 2019 Plan. 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 Nasdaq. Stock option awards generally include service-based vesting conditions and expire five years after the date of grant. During the year ended December 31, 2025, the Company granted 375,000 nonqualified stock options with a weighted-average exercise price of $ 30.72 . The grant-date fair value of these awards was determined using the Black-Scholes option pricing model. Key assumptions included a stock price of $ 27.68 , an expected term of four years, expected volatility of 120 %, a risk-free rate of 4.2 %, and a dividend yield of zero . The expected term was determined based on the contractual term of the awards and expected exercise behavior. No stock options were granted during the three months ended March 31, 2026. The Company recorded stock-based compensation expense related to stock options of approximately $ 0.5 million and none for the three months ended March 31, 2026 and 2025, respectively, related to stock options. The 2026 expense reflects amortization of the grant-date fair value of stock option awards granted in October 2025 over the applicable service periods. 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, 2025 235,000 $ 30.72 Granted — — Forfeited — — Outstanding at March 31, 2026 235,000 $ 30.72 Based on the fair market value of the Company’s common stock at March 31, 2026, the total intrinsic value of outstanding options was zero. 20 Stock options outstanding, vested and expected to vest and exercisable are as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING VESTED As of March 31, 2026 Number of shares Remaining contractual life (years) Weighted- average exercise price Outstanding, vested and or expected to vest 235,000 4.56 $ 30.72 During the three months ended March 31, 2026, the Company recognized the remaining grant-date fair value of its outstanding employee stock option awards over the applicable service periods. As of March 31, 2026, there was no unrecognized compensation expense related to employee stock options outstanding as of period-end. No stock options were granted or forfeited during the three months ended March 31, 2026. Restricted Stock Units During the year ended December 31, 2025, the Company granted 14,375 restricted stock units (“RSUs”) to members of senior management and certain other employees pursuant to the 2019 Plan, after giving effect to the reverse stock splits. 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 $ 25.92 . During the three months ended March 31, 2026, the Company recognized approximately $ 0.1 million of stock-based compensation expense related to RSUs granted in 2025. No RSUs were granted or forfeited during the three months ended March 31, 2026. As of March 31, 2026, there was no unrecognized compensation expense related to unvested RSUs. Equity-Based Compensation Expense Equity-based compensation expense related to employee awards is included within salaries, benefits and payroll taxes in the condensed consolidated statements of operations and comprehensive loss. Stock-based compensation expense related to strategic advisory warrants issued to non-employee service providers is presented separately as stock-based compensation – strategic advisory warrants in the condensed consolidated statements of operations and comprehensive loss. The Company recognized employee equity-based compensation expense as follows: SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE (in thousands) 2026 2025 For the three months ended March 31, (in thousands) 2026 2025 Stock options - Class A common stock $ 462 $ — Restricted stock units - Class A common stock 130 — Total equity-based compensation expense $ 592 $ — For the three months ended March 31, 2026, employee equity-based compensation expense consisted of approximately $ 0.5 million related to stock options and approximately $ 0.1 million related to RSUs, each related to awards granted during 2025. The remaining grant-date fair value of the Company’s employee stock option awards was fully recognized as of March 31, 2026. Accordingly, the Company does not expect to recognize additional compensation expense in future periods related to employee stock options outstanding as of March 31, 2026, unless additional awards are granted or existing awards are modified. Stock-based compensation expense related to strategic advisory warrants was approximately $ 0.2 million for the three months ended March 31, 2026, is presented separately as stock-based compensation – strategic advisory warrants in the condensed consolidated statements of operations and comprehensive loss, and is excluded from the employee equity-based compensation table above. NOTE 10. 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 Netherlands. During the three months ended March 31, 2026 and 2025, management assessed the realizability of the Company’s deferred tax assets. Based on this assessment, management concluded that it is not more likely than not that sufficient taxable income will be generated to realize the benefits associated with its deferred tax assets. Accordingly, the Company continues to maintain a full valuation allowance against its deferred tax assets, resulting in a net deferred tax asset balance of $ 0 as of March 31, 2026 and December 31, 2025. If management determines in a future period that it is more likely than not that all or a portion of its deferred tax assets will be realized, the valuation allowance may be reduced, which would reduce the provision for income taxes in the period such determination is made. The Company does not currently expect material repatriation of earnings from its foreign subsidiaries. However, to the extent future restructuring, liquidation, or dissolution activities result in distributions from foreign subsidiaries, such distributions may be subject to local withholding taxes and other applicable tax consequences. 21 Uncertain Tax Positions For the three months ended March 31, 2026 and 2025, respectively, the Company did not record any unrecognized tax benefits related to uncertain tax positions. 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. As of the date of issuance of these condensed consolidated financial statements, the Company was not subject to any material income tax examinations. 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 March 31, 2026 and December 31, 2025, the Company had recorded no liability under the TRA because, based on management’s 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 condensed consolidated statements of operations and comprehensive loss. No payments were made under the TRA during the three months ended March 31, 2026. NOTE 11. SEGMENT REPORTING The Company defines its operating segments as components of the business whose operating results are regularly reviewed by the Company’s chief operating decision maker (“CODM”) to assess performance and allocate resources. Segment information is prepared on the same basis that management uses for operational decision-making purposes. The Company’s CODM is a committee comprised of the Company’s Chief Executive Officer and Chief Financial Officer. In connection with the launch of the Company’s digital asset treasury reserve strategy in October 2025 and management’s ongoing assessment of the requirements under ASC 280, Segment Reporting, the Company reassessed its segment conclusions and determined that, beginning in the fourth quarter of 2025, it has two operating and reportable segments: (i) the Wholesale and Distribution Segment and (ii) the Digital Asset Segment. The Wholesale and Distribution Segment consists of the Company’s reduced-scale legacy business, including the sale and distribution of wholesale accessories, vape devices, and lifestyle products. These products are generally subject to similar regulatory environments, are sold to similar customer types, and are managed through the Company’s remaining asset-light distribution and e-commerce activities. The Digital Asset Segment consists of the Company’s digital asset treasury activities, including the acquisition, holding, staking, validator participation, and strategic deployment of BERA and BERA-equivalent digital assets. Digital asset treasury activities are managed to support the Company’s treasury strategy, liquidity objectives, ecosystem participation, and staking revenue generation. The CODM assesses performance of the Company’s reportable segments based on net revenue, gross profit, selected operating expenses, and certain asset information. The accounting policies used for segment reporting are consistent with those used in the preparation of the Company’s condensed consolidated financial statements. As the Company continues to develop its digital asset treasury strategy, management may provide additional information to the CODM, including additional treasury, liquidity, fair value, and asset-level metrics, which will be evaluated for inclusion in future segment disclosures. There was no Digital Asset Segment activity for the three months ended March 31, 2025. 22 The following table sets forth net revenue, cost of revenue, and gross profit by reportable segment for the three months ended March 31, 2026 and 2025: SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY in thousands Wholesale and Distribution Digital Asset Total Wholesale and Distribution Digital Asset Total Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 in thousands Wholesale and Distribution Digital Asset Total Wholesale and Distribution Digital Asset Total Net revenue $ 27 $ 421 $ 448 $ 1,469 — $ 1,469 Cost of revenue 231 — 231 748 — 748 Gross profit $ ( 204 ) $ 421 $ 217 $ 721 — $ 721 The following table sets forth operating expenses by reportable segment for the three months ended March 31, 2026. SCHEDULE OF DETAILED INFORMATION ABOUT REPORTABLE SEGMENT (in thousands) Wholesale and Distribution Digital Asset Total Wholesale and Distribution Digital Asset Total Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 (in thousands) Wholesale and Distribution Digital Asset Total Wholesale and Distribution Digital Asset Total Operating expenses Salaries, benefits and payroll taxes $ 1,055 $ 379 $ 1,434 $ 1,267 $ — $ 1,267 Strategic advisory warrants — 240 240 — — — General and administrative 1,360 2,629 3,989 2,823 — 2,823 Depreciation 126 — 126 106 — 106 Total operating expenses $ 2,541 $ 3,248 $ 5,789 $ 4,196 $ — $ 4,196 Changes in fair value of digital assets are not included in segment gross profit and are reviewed separately by the CODM as part of treasury strategy, fair value exposure, and capital allocation activities. The following table sets forth certain asset categories reviewed by the CODM in evaluating the Company’s reportable segments and liquidity profile: SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (in thousands) Wholesale and Distribution Digital Asset Total Wholesale and Distribution Digital Asset Total As of March 31, 2026 As of December 31, 2025 (in thousands) Wholesale and Distribution Digital Asset Total Wholesale and Distribution Digital Asset Total Cash equivalents, including qualifying stablecoins 268 13,052 13,320 1,733 30,780 32,513 Accounts receivable, net 883 - 883 1,572 - 1,572 Digital asset loan receivable - 235 235 - - - Stablecoin-related protocol instruments - 3,999 3,999 - - - Digital assets – BERA & BERA-equivalents - 34,232 34,232 - 36,555 36,555 The following table sets forth net revenue disaggregated by geography: SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY (in thousands) 2026 2025 Three Months Ended March 31, (in thousands) 2026 2025 United States $ 448 $ 1,469 Canada — — Europe — — Total net revenue $ 448 $ 1,469 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) March 31, 2026 December 31, 2025 As of (in thousands) March 31, 2026 December 31, 2025 United States $ 122 $ 397 Canada — — Europe — — Total long-lived assets $ 122 $ 397 23 There were no long-lived assets within the Digital Asset Segment as of March 31, 2026 or December 31, 2025. The Company’s digital asset activities are primarily comprised of digital assets, qualifying stablecoins, stablecoin-related protocol instruments, and related treasury activities, which are presented based on their nature, liquidity profile, and applicable accounting classification. NOTE 12. SUBSEQUENT EVENTS Reverse Stock Split On April 2, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-eight reverse stock split of the Company’s issued and outstanding shares of Class A common stock, par value $ 0.01 per share, effective April 6, 2026. As a result of the reverse stock split, every eight shares of Class A common stock issued and outstanding were automatically converted into one share of Class A common stock, without any change in par value per share. The reverse stock split did not change the authorized number of shares of Class A common stock. No fractional shares were issued in connection with the reverse stock split. In lieu of fractional shares, stockholders otherwise entitled to receive a fractional share received a cash payment equal to such fraction multiplied by the closing sales price of the Class A common stock as reported on the Nasdaq Capital Market on the trading day immediately preceding the effective date of the reverse stock split. All share and per-share amounts presented in these condensed consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the reverse stock split. 24