What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 593 added, 501 removed, 533 unchanged (67% of the section changed)

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thousands, except share and per share amounts)

March 31, 2026

June 30, 2026

December 31, 2025

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Cash and cash equivalents

Accounts receivable, net of allowance of $ 89 and $ 1,511 at March 31, 2026 and December 31, 2025, respectively

Digital asset loan receivable

Accounts receivable, net of allowance of $ 198 and $ 1,511 at June 30, 2026 and December 31, 2025, respectively

Stablecoin-related protocol instruments

Other current assets (Note 6)

Other current assets

Total current assets

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Operating lease right-of-use assets

Digital assets – BERA & BERA-equivalents

Digital assets

Current liabilities

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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 *

shares authorized, 694,544

shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively *

Class B common stock, $ 0.0001

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shares authorized, and 0

shares issued and outstanding as of March 31, 2026 and December 31, 2025 *

shares issued and outstanding as of June 30, 2026 and December 31, 2025 *

Common stock, value

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thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of sales

Gross profit (loss)

Staking and yield revenue, net

Operating expenses:

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Change in fair value of digital assets

Impairment of investments

Other income (expense), net

Total other expense, net

Total other income (expense), net

Loss before income taxes

Provision for income taxes

Provision for (benefit from) income taxes

Net income attributable to non-controlling interest

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Weighted-average shares of Class A common stock outstanding - basic and diluted (Note 8)*

Other comprehensive income attributable to Greenlane Holdings, Inc.:

Reclassification adjustment for accumulated foreign currency

translation gain included in net loss

Other comprehensive income (loss) attributable to Greenlane Holdings, Inc.:

Reclassification adjustment for accumulated foreign currency translation gain included in net loss

Other comprehensive income (loss)

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Comprehensive

Non-Controlling

Stockholders’

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$ ( 378,869 )

Exercise of pre-funded warrants

Exercise of strategic advisory warrants

Strategic advisory warrants

Fractional shares eliminated in connection with reverse stock split

Balance June 30, 2026

$ ( 403,702 )

Comprehensive

Non-Controlling

Stockholders’

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$ ( 274,929 )

Exercise of Class A warrants

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$ ( 278,796 )

Exercise of pre-funded warrants

Issuance of Class A shares and warrants

Balance June 30, 2025

$ ( 282,011 )

giving effect to the Reverse Stock Splits - See Note 8 - Stockholders’ Equity.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities:

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Change in fair value of digital assets

Impairment of investments

Accretion of debt discount

Provision for doubtful accounts

Digital assets transaction fees

Changes in operating assets and liabilities:

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Purchases of property and equipment, net

Loan receivable (digital assets)

Purchases of digital assets

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Cash paid for interest

Cash paid during the period for income taxes

Non-cash investing activities and financing activities:

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

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TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the Three Months Ended March 31, 2026 and 2025

the Three and Six Months Ended June 30, 2026 and 2025

BUSINESS OPERATIONS AND ORGANIZATION

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our primary focus is digital asset treasury activities.

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

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.

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.

of June 30, 2026 and December 31, 2025, respectively, a substantial majority of our balance sheet consisted of BERA 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.

continue to operate a reduced-scale legacy commerce business through vapor.com, which now functions solely as a drop-ship referral service.

The Company holds no inventory, does not handle or manufacture physical goods, and earns referral-based revenue on orders fulfilled directly

by third-party suppliers.

This business is managed for efficiency and cash generation rather than growth.

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

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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.

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.

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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.

8— Stockholders’ Equity” for more information.

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.

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.

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.

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.

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.

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

dollar-denominated

stablecoins, and the Company’s ability to access capital markets, subject to market conditions.

Company incurred a net loss of $ 43.0 million for the six months ended June 30, 2026, including a non-cash fair value loss on digital

assets of $ 32.0 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

was $ 43.2 million for the six months ended June 30, 2026.

The Company used $ 7.1 million of cash and cash equivalents in operating activities during the six months ended June 30, 2026.

30, 2026, the Company had $ 6.1 million of cash and cash equivalents, $ 8.1 million of Stablecoin-related protocol instruments and $ 16.4

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.

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, together with its Stablecoin-related protocol instruments, 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.

Transactions and Capital Structure

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

October 20, 2025, the Company entered into subscription agreements with certain accredited investors for a private placement funded

October 20, 2025, the Company entered into subscription agreements with certain accredited investors for a private placement funded in

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.

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.

dollar-denominated stablecoins, and BERA.

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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

the six months ended June 30, 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.

reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

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.

of Consolidation

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the allowance for credit losses;

the realizability of deferred tax assets;

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 classification and presentation

of stablecoins and stablecoin-related instruments;

the useful lives of property and equipment;

legal contingencies and

other loss contingencies;

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.

results could differ materially from those estimates.

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.

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.

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

The Company’s CODM is a committee comprised of the Chief Executive Officer and Chief Financial Officer.

evaluates performance based on segment net revenue, gross profit (loss), selected operating expenses, and capital allocation.

results are reconciled to consolidated totals.

Value Measurements

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

The following three levels of inputs may be used to measure fair value:

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:

1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement

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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.

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.”

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See “Note 3—Fair Value of Financial Instruments.”

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.

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.

the six months ended June 30, 2026, the Company presented aUSDC and sUSDe as Stablecoin-related protocol instruments within current assets.

These instruments were excluded from cash and cash equivalents.

Fair value for Stablecoin-related protocol instruments is determined with reference to the quoted market price of the underlying U.S.

dollar-denominated stablecoin, adjusted for the applicable protocol’s published exchange rate, accrual index, or redemption ratio as of the measurement date.

These instruments are classified within Level 2 of the fair value hierarchy because their value is derived from observable inputs other than quoted prices in active markets for the instruments themselves.

Company accounts for qualifying crypto assets in accordance with ASC 350-60, Intangibles, Goodwill and Other, Crypto Assets.

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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.

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.

between native BERA and BERA-equivalent forms, including staking, wrapping, or protocol-based conversions, are treated as non-disposition

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mechanics, contractual terms, and subsequent repayment activity.

Company earns staking revenue through its participation in staking, validator, and related protocol activities within the Berachain

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.

and Yield Revenue

The Company earns staking and yield revenue through

its digital asset treasury activities.

Staking revenue is earned through the Company’s participation in staking, validator, and related

protocol activities within the Berachain ecosystem.

Yield revenue is earned on stablecoins and stablecoin-related instruments deployed

into protocols, lending arrangements, and other Board-approved treasury activities.

Staking and yield revenue is recognized when the Company obtains control of the awarded digital asset or other consideration

and the amount is measurable.

Amounts received in BERA or BERA-equivalent tokens are initially measured at fair value on the date control

amounts received in stablecoins are measured at the consideration received.

Staking and yield revenue is presented separately

from net sales 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 changes in fair value of digital assets.

issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No.

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

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

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.

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.

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.

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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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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.

Native BERA and BERA-equivalent holdings, including

staked, wrapped, or protocol-based receipt tokens, are each measured at fair value using quoted prices in active markets for the respective

identical asset.

Management separately monitors the conversion relationship between BERA-equivalent holdings and native BERA for treasury

management and performance reporting purposes;

such conversion metrics are not used to measure fair value.

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.

Company classifies digital assets within the fair value hierarchy based on the lowest level input that is significant to the fair value

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SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS

Fair Value at March 31, 2026

Fair Value at June 30, 2026

(in thousands)

Balance Sheet Caption

aUSDC and sUSDe

Stablecoin-related protocol instruments

Stablecoin-related

protocol instruments

BERA and BERA-equivalent tokens

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(in thousands)

Balance Sheet Caption

BERA and BERA-equivalent tokens

Digital assets

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.

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

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

Fair value for Stablecoin-related protocol instruments is determined with reference to the quoted market price of

the underlying U.S.

dollar-denominated stablecoin, adjusted for the applicable protocol’s published exchange rate, accrual index, or redemption

ratio as of the measurement date.

These instruments are classified within Level 2 of the fair value hierarchy because their value is derived

from observable inputs other than quoted prices in active markets for the instruments themselves.

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

June 30, 2026 or the year ended December 31, 2025.

Securities Without a Readily Determinable Fair Value

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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

of March 31, 2026 and December 31, 2025, the carrying value of the Company’s investment in Airgraft Inc.

During the three and

six months ended June 30, 2026, the Company identified impairment indicators and recorded an impairment charge of approximately

million to reduce the carrying value of the investment to its estimated fair value of approximately $ 0.1 million, which is included in “Impairment of

investments” in the condensed consolidated statements of operations and comprehensive loss.

The entire charge was recorded

during the three months ended June 30, 2026.

The Company did not identify any impairment or observable price changes requiring

adjustment during the three and six months ended June 30, 2025.

This nonrecurring fair value measurement was classified

within Level 3 of the fair value hierarchy.

Fair value was estimated on a net asset (liquidation) basis, reflecting the investee’s total

equity value and the priority of its cumulative preferred liquidation preferences relative to the Company’s investment, as observable

pricing from the investee’s most recent financing rounds was not for identical securities and therefore was not used as the primary basis

for the estimate.

of June 30, 2026 and December 31, 2025, the carrying value of the Company’s investment in Airgraft Inc.

was approximately $ 0.1

million and was included within “Other assets” in the condensed consolidated balance sheets.

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.

expense under operating leases was approximately $ 0.2 million and $ 0.5 million for the three months ended March 31, 2026 and 2025, respectively.

million and $ 1.9 million, respectively, and was included within “Other assets” in the condensed consolidated balance sheets.

of June 30, 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.

expense under operating leases was $ 0 for the three months ended June 30, 2026, compared to approximately $ 0.2 million for the three

months ended June 30, 2025.

Rent expense under operating leases was approximately $ 0.2 million and $ 0.7 million for the six months ended

June 30, 2026 and 2025, respectively.

following expenses related to our operating leases were included in “general and administrative” expenses within our condensed

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For the three months ended

For the six months ended

(in thousands)

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COMMITMENTS AND CONTINGENCIES

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.

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.

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.

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 is vigorously defending these matters together with co-defendants.

With respect to the direct purchaser actions, the Company believes a loss

however, the Company is unable to reasonably estimate the amount of the loss or range of loss at this time.

With respect to the consumer class action antitrust

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

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

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Greenlane Holdings, Inc.

The Company is involved in certain commercial disputes

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

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

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

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.

December 17, 2024, Crossmark, Inc.

brought a breach of contract suit against the Company’s subsidiary, Warehouse Goods, LLC, in the amount of approximately

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.

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.

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.

brought a suit for liquidated damages in the amount of approximately $ 0.7 million under

the September 2020 Manufacturing Agreement against Warehouse Goods, LLC.

On May 8, 2026, the Company entered into a settlement agreement

resolving this matter for an aggregate amount of $ 400,000 .

As of June 30, 2026, $ 325,000 remained outstanding under

the settlement and is included in accounts payable on the condensed consolidated balance sheet.

The Company has no further exposure under

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.

Investigation

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

The Company previously disputed these claims and entered into a settlement arrangement, which has been satisfied in accordance with the

agreed payment terms.

Investigation

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

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.

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.

is cooperating with the investigation.

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

Company maintains an accrual of approximately $ 0.1 million and $ 0.5

million as of June 30, 2026 and December 31, 2025, respectively, 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.

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.

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.

“Note 4—Leases” for details of our future minimum lease payments under operating lease liabilities.

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SCHEDULE OF ACCOUNTS RECEIVABLE

March 31, 2026

June 30, 2026

December 31, 2025

June 30, 2026

December 31, 2025

Accounts receivable amortized cost

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

March 31, 2026

June 30, 2026

December 31, 2025

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Estimated useful life

March 31, 2026

June 30, 2026

December 31, 2025

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Property and equipment, net

expense for property and equipment was approximately $ 0.1 million and $ 0.1 million for the three months ended March 31, 2026 and 2025,

expense for property and equipment was approximately $ 0.1 million and $ 0.2 million for the three months ended June 30, 2026 and 2025,

respectively.

Depreciation expense for property and equipment was approximately $ 0.3 million and $ 0.3 million for the six months ended

June 30, 2026 and 2025, respectively.

The Company wrote off its remaining property and equipment during the three months ended June 30,

2026 and had no property and equipment as of June 30, 2026.

Current Assets

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(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

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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

OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

Legal contingencies accrual

Accrued employee compensation

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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.

Persofsky, who served as a Greenlane Director until October 23, 2025, is a Principal Owner of Green Gruff USA Inc, (“Green

with which the Company may transact to execute BERA acquisitions.

Such transactions are subject to review and approval by the Company’s

Digital Assets Committee prior to execution.

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

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.

During the three months ended June 30, 2026,

the Company did not recognize material revenue or cost of goods sold from transactions with Green Gruff.

February 4, 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

maximum amount available under the lending arrangement as of June 30, 2026 was $ 5.0 million.

All amounts advanced

under the lending arrangement were repaid in full during the six months ended June 30, 2026, and no digital asset loan receivable from

a related party was outstanding as of June 30, 2026.

No interest income was recognized during the period.

Based on management’s

evaluation under ASC 810, the Company does not consolidate Berachain Operations Corporation.

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

maximum amount available under the lending arrangement during the three months ended March 31, 2026 was $ 5.0 million.

31, 2026, $ 235 thousand was outstanding and recorded as a digital asset loan receivable from a related party.

No interest income was recognized during

Based on management’s evaluation under ASC 810, the Company does not consolidate Berachain Operations

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.

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 six months ended June 30, 2026, BSQD executed BERA purchases on behalf of Berachain Operations Corporation totaling approximately

$ 7,056,387 , for which BSQD received a fee of 0.1 % of transaction value.

These transactions occurred during the three months ended March

BSQD did not participate in any BERA sourcing transactions with the Company during the three months ended June 30, 2026.

DIGITAL ASSETS

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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.

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

Company accounts for its BERA and BERA-equivalent holdings as digital assets in accordance with ASC 350, Intangibles—Goodwill

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control over these digital assets, which are presented as digital assets in the Condensed Consolidated Balance Sheets.

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

As of June 30,

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.

assets are initially recorded at cost upon purchase, receipt, or conversion.

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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.

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 change in fair value of digital assets in the Condensed Consolidated Statements of Operations.

disclosure and treasury management purposes, the Company monitors both (i) native BERA units held directly and (ii) BERA-equivalent units,

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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:

following table presents the units held, cost basis, and fair value of native BERA and BERA-equivalent tokens (sWBERA, siBERA, and iBERA), as of June 30,

2026 and December 31, 2025, respectively, in thousands except for tokens:

OF UNITS HELD, COST BASIS, AND FAIR VALUE

BERA-Equivalent Tokens

Cost Basis (USD)

Fair Value (USD)

March 31, 2026

June 30, 2026

December 31, 2025

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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.

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.

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.

basis reflects the cost of the digital asset at the time of purchase or receipt and excludes transaction costs that were expensed as

Fair value represents quoted digital assets prices within the Company’s principal market at the time of measurement (11:59

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 six months ended June 30, 2026.

Digital assets are measured

at fair value with changes recognized in earnings.

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

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Staking revenue

assets acquired from October 2025 PIPE

Digital assets acquired from October 2025 PIPE

Purchases of BERA and BERA-equivalent digital assets

Change in fair value

Balance at March 31, 2026

Transaction fees, net

Balance at June 30, 2026

Digital Assets

as of December 31, 2024

assets acquired from October 2025 PIPE

of BERA and BERA-equivalent digital assets

in fair value

at December 31, 2025

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

SCHEDULE OF COMPANY’S RESTRICTED AND UNRESTRICTED

BERA-EQUIVALENT HOLDINGS, INCLUDING UNITS HELD AND FAIR VALUE

BERA-Equivalent Tokens

BERA- Equivalent Tokens

As of March 31, 2026

Balance as of December 31, 2024

Digital assets acquired from October 2025 PIPE

Purchases of BERA and BERA-equivalent digital assets

Change in fair value

Balance at December 31, 2025

of June 30, 2026, a portion of the Company’s BERA and BERA-equivalent digital asset holdings remained subject to vesting restrictions under Berachain’s token allocation terms.

These terms provide for a one-year

cliff (which ended in February 2026), resulting in an initial unlock of one-sixth of the allocated tokens, with the remaining five-sixths

vesting linearly on a monthly basis over the following 24 months.

The restricted balance as of June 30, 2026 reflects the cumulative effect

of unlocking that occurred through that date.

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 RESTRICTED AND UNRESTRICTED

BERA-EQUIVALENT HOLDINGS

As of June 30, 2026

As of December 31, 2025

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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.

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.

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.

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:

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;

no shares of Class B common stock remain outstanding.

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.

lieu of issuing fractional shares, the Company rounded fractional shares up to the next whole share.

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.

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.

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.

the six months ended June 30, 2026, the Company did not issue any warrants.

During the three months ended June 30, 2026, warrants to

purchase 64,712

shares of Class A common stock were exercised.

During the six

months ended June 30, 2026, warrants to purchase an aggregate of 90,962

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.

activity for the six months ended June 30, 2026 was as follows:

SCHEDULE OF WARRANT ACTIVITY

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Expired or rescinded

Balance, March 31, 2026

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.

Balance, June 30, 2026

of June 30, 2026, outstanding warrants have a weighted average remaining life of 5.16 years.

the three and six months ended June 30, 2026, the Company recognized approximately $ 0.2 million and $ 0.5 million, respectively, of non-cash

stock-based compensation expense related to strategic advisory warrants issued to non-employee service providers.

These expenses are

presented separately as stock-based compensation – strategic advisory warrants in the condensed consolidated statements of operations

and comprehensive loss.

As of June 30, 2026, approximately $ 0.2 million of unrecognized compensation expense related to strategic advisory

warrants remained, which is expected to be recognized through September 2026.

warrants were issued during the six months ended June 30, 2026.

Accordingly, no grant-date valuation assumptions are presented for the

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

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:

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.

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.

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

thousands, except share and per share data)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands, except share and per share data)

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Net loss per share of Class A common stock - basic and diluted

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.

the three and six months ended June 30, 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.

following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net

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SCHEDULE OF OUTSTANDING POTENTIALLY DILUTIVE SECURITIES

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Stock options to purchase common stock

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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

plan to 375,000 shares.

The plan includes a 15% evergreen feature.

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.

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 .

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 June 30, 2026, 140,000 shares remained available for future issuance under the 2019 Plan.

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.

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 .

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.

Company recorded stock-based compensation expense related to stock options of approximately $ 0.5

No stock options were granted

during the six months ended June 30, 2026.

Company recorded stock-based compensation expense related to stock options of none for each of the three months ended June 30, 2026 and

2025, and 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.

for the six months ended June 30, 2026 and 2025, respectively.

The 2026 expense reflects amortization of the grant-date fair value of stock option awards granted in October 2025 over the applicable

service periods, all of which were completed as of March 31, 2026.

following table summarizes the Company’s stock option activity:

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Outstanding at December 31, 2025

Outstanding at March 31, 2026

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.

Outstanding at June 30, 2026

on the fair market value of the Company’s common stock at June 30, 2026, the total intrinsic value of outstanding options was zero.

options outstanding, vested and expected to vest and exercisable are as follows:

SCHEDULE OF STOCK OPTIONS OUTSTANDING VESTED

As of March 31, 2026

As of June 30, 2026

Number of shares

Weighted-average

exercise price

Outstanding, vested and or expected to vest

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.

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

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

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.

of March 31, 2026, there was no unrecognized compensation expense related to unvested RSUs.

of June 30, 2026, there was no unrecognized compensation expense related to employee stock

options outstanding.

No stock options were granted or forfeited during the six months ended June 30,

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 .

the six months ended June 30, 2026, the Company recognized approximately $ 0.1

million of stock-based compensation expense related to RSUs granted in 2025, all of which was recognized during the three months

ended March 31, 2026.

No RSU expense was recognized for the three months ended June 30, 2026.

Additionally, no

RSUs were granted or forfeited during the six months ended June 30, 2026.

of June 30, 2026, there was no unrecognized compensation expense related to unvested RSUs.

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:

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.

Company recognized employee equity-based compensation expense as follows:

SCHEDULE OF EQUITY BASED COMPENSATION EXPENSE

(in thousands)

For the three months ended March 31,

For the three months ended June 30,

the six months ended June 30,

(in thousands)

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Total equity-based compensation expense

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.

remaining grant-date fair value of the Company’s employee stock option awards was fully recognized as of March 31, 2026.

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.

the three months ended June 30, 2026, the Company recognized no employee equity-based compensation expense.

For the six months ended

June 30, 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 and RSU awards was fully recognized as of March 31, 2026.

Accordingly, as of June 30, 2026 there was no

unrecognized compensation cost related to outstanding employee equity-based awards, and the Company does not expect to recognize

additional compensation expense in future periods related to employee stock options and RSUs outstanding as of June 30, 2026, unless

additional awards are granted or existing awards are modified.

compensation expense related to strategic advisory warrants was approximately $ 0.2 million and $ 0.5 million for the three and six months

ended June 30, 2026, respectively.

Stock-based compensation expense related to strategic advisory warrants 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.

to December 31, 2022, the Operating Company was treated as a partnership for U.S.

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The Company also files in various state jurisdictions and certain foreign jurisdictions, including Canada and Netherlands.

the three months ended March 31, 2026 and 2025, management assessed the realizability of the Company’s deferred tax assets.

the three months ended June 30, 2026 and 2025, management assessed the realizability of the Company’s deferred tax assets.

on this assessment, management concluded that it is not more likely than not that sufficient taxable income will be generated to realize

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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.

its deferred tax assets, resulting in a net deferred tax asset balance of $ 0 as of June 30, 2026 and December 31, 2025.

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,

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Tax Positions

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.

the three months ended June 30, 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.

Receivable Agreement (TRA)

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to realize, as a result of increases in tax basis and certain other tax benefits.

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.

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.

payments were made under the TRA during the three months ended March 31, 2026.

of June 30, 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.

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.

payments were made under the TRA during the three months ended June 30, 2026.

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

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

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.

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:

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.

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.

Wholesale and Distribution Segment consists of the Company’s reduced-scale legacy commerce business, operated through vapor.com as an

asset-light drop-ship referral service.

The Company does not hold inventory or handle physical goods in this segment;

revenue is generated

on a referral basis as orders are fulfilled directly by third-party suppliers.

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.

CODM assesses performance of the Company’s reportable segments based on net revenue, gross profit (loss), 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.

was no Digital Asset Segment activity for the three and six months ended June 30, 2025.

following tables set forth net revenue, cost of sales, and gross profit (loss) by reportable segment for the three and six months

ended June 30, 2026 and 2025:

SCHEDULE OF NET SALES BY MAJOR PRODUCT CATEGORY

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Digital Asset

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

Wholesale and Distribution

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Digital Asset

Cost of revenue

following table sets forth operating expenses by reportable segment for the three months ended March 31, 2026.

Cost of sales

Gross profit (loss)

Staking and yield revenue, net

Wholesale and Distribution

Digital Asset

Wholesale and Distribution

Digital Asset

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

Wholesale and Distribution

Digital Asset

Wholesale and Distribution

Digital Asset

Cost of sales

Gross profit (loss)

Staking and yield revenue, net

following tables set forth operating expenses by reportable segment for the three and six months ended June 30, 2026 and 2025.

SCHEDULE OF DETAILED INFORMATION ABOUT REPORTABLE SEGMENT

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Digital Asset

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

(in thousands)

Wholesale and Distribution

Digital Asset

Wholesale and Distribution

Digital Asset

Operating expenses

Salaries, benefits and payroll taxes

Stock-based compensation – strategic advisory warrants

General and administrative

Depreciation and amortization

Total operating expenses

(in thousands)

Wholesale and

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Digital Asset

Six Months Ended June 30, 2026

Six Months Ended June 30, 2025

(in thousands)

Wholesale and Distribution

Digital Asset

Wholesale and Distribution

Digital Asset

Operating expenses

Salaries, benefits and payroll taxes

Strategic advisory warrants

Stock-based compensation – strategic advisory warrants

General and administrative

Depreciation and amortization

Total operating expenses

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:

in fair value of digital assets are not included in segment gross profit (loss) and are reviewed separately by the CODM as part of

treasury strategy, fair value exposure, and capital allocation activities.

following table sets forth certain asset categories reviewed by the CODM in evaluating the Company’s reportable segments and liquidity

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT

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Digital Asset

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

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Accounts receivable, net

Digital asset loan receivable

Stablecoin-related protocol instruments

Digital assets – BERA & BERA-equivalents

following table sets forth net revenue disaggregated by geography:

following table sets forth revenues disaggregated by geography:

SCHEDULE OF NET SALES DISAGGREGATED BY GEOGRAPHY

Three Months Ended March 31,

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

United States

Total net revenue

Staking and yield revenue, net

United States

Total staking and yield revenue, net

following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net, and operating lease

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(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

(in thousands)

June 30, 2026

December 31, 2025

United States

Total long-lived assets

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.

were no long-lived assets within the Digital Asset Segment as of June 30, 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.

SUBSEQUENT EVENTS

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.

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.

As described in Part I, Item 2 of this Quarterly Report

on Form 10-Q under the caption Nasdaq Market Value of Listed Securities Requirement, on July 22, 2026 the staff of the SEC, acting pursuant

to delegated authority, approved an amendment to the Nasdaq listing standards that would establish a minimum market value of listed securities

requirement for continued listing on the Nasdaq Capital Market.

Petitions seeking Commission review of the approval order were subsequently

filed and, on July 29, 2026, the approval order was stayed pursuant to Rule 431(e) of the SEC’s Rules of Practice pending review by the

This matter had no effect on the condensed consolidated financial statements as of and for the periods presented.

The Company has evaluated other events occurring after

June 30, 2026 through the date these condensed consolidated financial statements were issued and, other than as described above and elsewhere

in these notes, has determined that there are no additional subsequent events requiring recognition or disclosure in these condensed consolidated

financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements