What changed in this filing

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Item 1A. Risk Factors

2025-05-15 compared with 2024-11-14 · 122 added, 86 removed, 6 unchanged (97% of the section changed)

have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December

31, 2023, filed with the SEC on July 19, 2024, except as set forth below.

is substantial doubt about our ability to continue as a going concern through the next 12 months from the date of the condensed consolidated

financial statements in this Quarterly Report on Form 10-Q.

Company has incurred net losses of $8.9 million and $27.8 million for

the nine months ended September 30, 2024 and the prior year comparable period, respectively.

For the nine months ended September 30, 2024,

cash used in operating activities was $5.2 million, and cash used in operating activities for the year ended December 31, 2023 was $1.8

Based on our cash on hand and working capital at September 30, 2024, we may have insufficient cash to fund planned operations

into the fourth quarter of 2024.

As a result of our losses and our projected cash needs, combined with our current liquidity level, substantial

doubt exists about the Company’s ability to continue as a going concern over the next 12 months.

The recent macroeconomic environment

has caused weaker demand than contemplated under the Company’s business plan, resulting in a reduction in projected revenue and

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

ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve

months to improve the our liquidity and profitability, which includes, without limitation:

reducing operating costs expense by taking additional restructuring actions to align cost with revenue

revenue by introducing new products and acquiring new customers.

on strategic partnerships accretive to margins and operating cash

additional capital through the issuance of equity securities or obtaining debt financing.

can be no assurance that any such measures will be successful.

If we are not successful in improving our liquidity position and the profitability

of our operations, we may need to consider all strategic alternatives, including seeking additional debt or equity capital, reducing

or delaying our business activities and strategic initiatives, or selling assets, other strategic transactions and/or other measures,

including receivership or, to the extent available, bankruptcy protection.

In addition, the perception that we may not be able to continue

as a going concern may cause vendors and customers to choose not to do business with us due to concerns about our ability to meet our

contractual obligations.

If we seek additional financing to fund our operations and there remains substantial doubt about our ability

to continue as a going concern, our financing sources may be unwilling to provide additional funding to us on commercially reasonable

terms or at all.

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

concern uncertainty.

Such adjustments could be material.

have failed, and may continue to fail, to meet the listing standards of Nasdaq, and as a result our Class A common stock may become delisted,

which could have a material adverse effect on the liquidity of our Class A common stock.

we fail to continue to satisfy the continued listing requirements of Nasdaq, such as the corporate governance or public float requirements,

or the minimum closing bid price requirement, Nasdaq will take steps to de-list our Class A common stock.

As a result of several factors,

including but not limited to our financial performance, market sentiment about the cannabis industry, volatility in the financial markets

generally due to the tightening of monetary policy by the Board of Governors of the United States Federal Reserve Bank (the “Federal

Reserve”) and other geopolitical events, events such as the ongoing wars around the world, the per share price of our Class A common

stock has declined below the minimum bid price threshold required for continued listing.

Such a de-listing would likely have a negative

effect on the price of our Class A common stock and would impair your ability to sell or purchase our Class A common stock when you wish

to do so, as well as adversely affect our ability to issue additional securities and obtain additional financing in the future.

August 21, 2023, we received a letter from the staff of Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(1)

because the closing bid price per share for our Class A common stock had closed below $1.00 for the previous 30 consecutive business

days (the “Minimum Bid Price Requirement”).

We were given 180 days, or until February 20, 2024 to regain compliance with

the Minimum Bid Price Requirement.

We also filed an application to transfer the listing of our Class A common stock from the Nasdaq Global

Market to the Nasdaq Capital Market, which transfer was approved and occurred on February 9, 2024.

As a result of the transfer, we became

eligible to request an additional an additional 180-day compliance period.

February 21, 2024, Nasdaq notified us in writing that while we had not regained compliance with the Minimum Bid Price Requirement, we

were eligible for an additional 180-day compliance period, or until August 19, 2024, to regain compliance with the Minimum Bid Price

Nasdaq’s determination was based on us having met the continued listing requirement for market value of publicly held

shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid

Price Requirement, and on our written notice to Nasdaq of our intention to cure the deficiency during the second compliance period by

effecting a reverse stock split, if necessary.

we do not regain compliance during the second 180-day period, then Nasdaq will notify us of its determination to delist our Class A common

stock, at which point we would have an opportunity to appeal the delisting determination to a hearings panel.

We would remain listed

on Nasdaq pending the hearings panel’s decision.

There can be no assurance that, if we do appeal the delisting determination by

Nasdaq to the hearings panel, that such appeal would be successful.

January 24, 2024, Gina Collins gave notice of her resignation from our Board of Directors and from each committee of the Board, effective

Collins was an independent director, and as a result of her resignation, we no longer comply with the majority independent

board requirement of Nasdaq as set forth in Nasdaq Listing Rule 5605(b)(1) because independent directors do not comprise a majority of

the Board of Directors, and Nasdaq’s audit committee requirements as set forth in Nasdaq Listing Rule 5605(c)(2)(A) because the

Audit Committee of the Board of Directors is not comprised of at least three independent directors.

January 29, 2024, in accordance with Nasdaq Listing Rules, we notified Nasdaq of Ms.

There have been no material changes

from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the

SEC on March 21, 2025, except as set forth below.

The Company has

incurred net losses of $3.9 million and $4.5 million for the three months ended March 31, 2025 and 2024,

respectively.

For the three months ended March 31, 2025 and 2024, the Company used $3.4 million and $0.1 million in operating

activities, respectively.

Our ability to continue as a going

concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve our liquidity

and profitability, which includes, without limitation:

Further reducing operating costs expense by taking additional restructuring actions to align cost with revenue

Increasing revenue by introducing new products and acquiring new customers.

Execute on strategic partnerships accretive to margins and operating cash

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

There can be no assurance that

any such measures will be successful.

If we are not successful in improving our liquidity position and the profitability of our operations,

we may need to consider all strategic alternatives, including seeking additional debt or equity capital, reducing or delaying our business

activities and strategic initiatives, or selling assets, other strategic transactions and/or other measures, including receivership or,

to the extent available, bankruptcy protection.

In addition, the perception that we may not be able to continue as a going concern may

cause vendors and customers to choose not to do business with us due to concerns about our ability to meet our contractual obligations.

If we seek additional financing to fund our operations and there remains substantial doubt about our ability to continue as a going concern,

our financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.

The consolidated

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

Such adjustments

could be material.

We have failed, and may continue to fail, to meet

the listing standards of Nasdaq, and as a result our Class A common stock may become delisted, which could have a material adverse effect

on the liquidity of our Class A common stock.

If we fail to continue to satisfy

the continued listing requirements of Nasdaq, such as the corporate governance or public float requirements, or the minimum closing bid

price requirement, Nasdaq will take steps to de-list our Class A common stock.

As a result of several factors, including but not limited

to our financial performance, market sentiment about the cannabis industry, volatility in the financial markets generally due to the tightening

of monetary policy by the Board of Governors of the United States Federal Reserve Bank (the “Federal Reserve”) and other geopolitical

events, events such as the ongoing wars around the world, the per share price of our Class A common stock has declined below the minimum

bid price threshold required for continued listing.

Such a de-listing would likely have a negative effect on the price of our Class A

common stock and would impair your ability to sell or purchase our Class A common stock when you wish to do so, as well as adversely affect

our ability to issue additional securities and obtain additional financing in the future.

On August 21, 2023, we received

a letter from the staff of Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(1) because the closing bid

price per share for our Class A common stock had closed below $1.00 for the previous 30 consecutive business days (the “Minimum

Bid Price Requirement”).

We were given 180 days, or until February 20, 2024 to regain compliance with the Minimum Bid Price Requirement.

We also filed an application to transfer the listing of our Class A common stock from the Nasdaq Global Market to the Nasdaq Capital Market,

which transfer was approved and occurred on February 9, 2024.

As a result of the transfer, we became eligible to request an additional 180-day compliance period.

On February 21, 2024, Nasdaq notified

us in writing that while we had not regained compliance with the Minimum Bid Price Requirement, we were eligible for an additional 180-day

compliance period, or until August 19, 2024, to regain compliance with the Minimum Bid Price Requirement.

Nasdaq’s determination

was based on us having met the continued listing requirement for market value of publicly held shares and all other applicable requirements

for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and on our written notice to

Nasdaq of our intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If we do not regain compliance

during the second 180-day period, then Nasdaq will notify us of its determination to delist our Class A common stock, at which point we

would have an opportunity to appeal the delisting determination to a hearings panel.

We would remain listed on Nasdaq pending the hearings

panel’s decision.

There can be no assurance that, if we do appeal the delisting determination by Nasdaq to the hearings panel, that

such appeal would be successful.

On January 24, 2024, Gina Collins

gave notice of her resignation from our Board of Directors and from each committee of the Board, effective immediately.

an independent director, and as a result of her resignation, we no longer comply with the majority independent board requirement of Nasdaq

as set forth in Nasdaq Listing Rule 5605(b)(1) because independent directors do not comprise a majority of the Board of Directors, and

Nasdaq’s audit committee requirements as set forth in Nasdaq Listing Rule 5605(c)(2)(A) because the Audit Committee of the Board

of Directors is not comprised of at least three independent directors.

On January 29, 2024, in accordance

with Nasdaq Listing Rules, we notified Nasdaq of Ms.

Collins’ resignation and the resulting non-compliance.

On January 30, 2024, we received a notice from Nasdaq acknowledging the fact that we do not meet the requirements of such rules.

In accordance

with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), to regain compliance with the Nasdaq Listing Rules, we have until the earlier

of our next annual stockholders meeting or January 24, 2025.

On January 30, 2024,

we received a notice from Nasdaq acknowledging the fact that we do not meet the requirements of such rules.

In accordance with Nasdaq

Listing Rules 5605(b)(1)(A) and 5605(c)(4), to regain compliance with the Nasdaq Listing Rules, we have until the earlier of our next

annual stockholders meeting or January 24, 2025.

April 18, 2024, we received a notice from Nasdaq stating that because we had not yet filed our Annual Report on Form 10-K for the fiscal

2 unchanged sentences

listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.

May 21, 2024, we received a notice from Nasdaq stating that because we had not yet filed our Quarterly Report on Form 10-Q for the fiscal

quarter ended March 31, 2024, we were no longer in compliance with Nasdaq Listing Rule 5250(c)(1).

Company had 60 calendar days from April 18, 2024, or until June 17, 2024, to regain compliance by filing the Form 10-K and the Form 10-Q

or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules.

We timely submitted the plan to regain compliance to

Nasdaq and Nasdaq granted us additional time to file the Form 10K and 10Q.

As of the date of this filing we have filed both the 10K and

10Q within the additional time period granted.

On May 21, 2024, we received a

notice from Nasdaq stating that because we had not yet filed our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,

2024, we were no longer in compliance with Nasdaq Listing Rule 5250(c)(1).

The Company had 60 calendar days

from April 18, 2024, or until June 17, 2024, to regain compliance by filing the Form 10-K and the

Form 10-Q or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules.

We timely submitted the plan to regain

compliance to Nasdaq and Nasdaq granted us additional time to file the Form 10K and 10Q and with this filing will have filed both the

10K and 10Q within the additional time period granted.

5, 2025, Greenlane Holdings, Inc.

received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market

LLC (“Nasdaq”), stating that based on its review of the Company’s public filings with the Securities and Exchange Commission

(the “SEC”), its staff has determined to delist the Company’s securities pursuant to its discretionary authority under

Listing Rule 5101.

Specifically, as set forth in the letter, Nasdaq’s staff determined that the Company’s issuance of securities

pursuant to the securities purchase agreement dated February 18, 2025, particularly the Series B warrants exercisable on an alternate

cashless basis as described in the Company’s prior SEC filings, raises public interest concerns because the issuance resulted in

substantial dilution for its shareholders.

Accordingly, as set forth in the letter, this matter serves as an additional basis for delisting

the Company’s securities from Nasdaq.

letter serves as a formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in rendering

a determination regarding the Company’s continued listing on Nasdaq.

Pursuant to Listing Rule 5810(d), the Company should present

its views with respect to this additional deficiency at its upcoming Panel hearing.

Company has submitted a compliance plan to the Panel.

The Company is also in the process of applying for trading on the OTCQB market

maintained by OTC Markets Group Inc.

to address the risk of delisting from Nasdaq in the event of an unfavorable Panel decision.

tariffs and the evolving trade policy dispute between the United States and China may adversely affect our business.

2018, the United States imposed significant tariffs on steel and aluminum imports from a number of countries, including China.

tariffs and the evolving trade policy dispute between the United States and China may have a significant impact on the industries in

which we participate.

Many of the products we sell, including without limitation, certain vaporizer products, aluminum grinders,

paper products and plastic products, are subject to tariffs and such tariffs, along with resultant price increases, may negatively

impact our pricing and customer demand for these products.

In March and April 2025, the US announced a series of additional special

The additional special tariffs coupled with tariffs already in effect as of the date of this filing include at least a 145%

tariff on substantially all products of Chinese origin.

Some of these special tariffs on products of Chinese origin have been

temporarily paused at 30%.

A “trade war” between the United States and China or other governmental action related to

tariffs or international trade agreements or policies has the potential to adversely impact demand for our products, our costs,

customers, suppliers and/or the United States economy or certain sectors thereof and, thus, to adversely impact our businesses and

results of operations.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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 1A. Risk Factors