What changed in this filing

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Item 1A. Risk Factors

2025-08-14 compared with 2025-05-15 · 69 added, 123 removed, 5 unchanged (97% of the section changed)

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.

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

year ended December 31, 2023, we were no longer in compliance with Nasdaq Listing Rule 5250(c)(1).

Nasdaq Listing Rule 5250(c)(1) requires

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

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.

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.

We have incurred

significant operating and net losses and anticipate that we will continue to incur significant losses for the foreseeable future.

Company has incurred net losses of $7.1 million and $5.1 million for the six months ended June 30, 2025 and 2024, respectively.

six months ended June 30, 2025 and 2024, the Company used $7.9 million and $0.4 million in operating activities, respectively.

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.

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.

May 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.

Only July 29 , 2025, after a

hearing with the Nasdaq Hearings Board, the Company was notified that the “Company had demonstrated compliance with Listing

Rule 5550(a)(2) (the “Bid Price Rule”) and satisfied the conditions of the Hearings Panel’s decision dated May 30,

Although the Company has regained compliance with the referenced concern, based on the facts underlying the public interest

concern raised by Staff and the Company’s history of repeated bid price compliance issues, the Panel imposed a one-year

Discretionary Panel Monitor pursuant to its discretion under Listing Rule 5815(d)(4)(A).

On July 29, 2025, Greenlane Holdings,

received a notification letter from the Listing qualifications Department of the Nasdaq Stock Market LLC, that the Company has demonstrated

compliance with Listing Rule 5550(a)(2) (the “Bid Price Rule”) and satisfied the conditions of the Hearings Panel’s

(“Panel”) decision dated May 30, 2025 (the “Decision”).

Nasdaq will continue to monitor

Greenlane Holdings, Inc.’s continued compliance with the Bid Price Rule and other Nasdaq Rules.

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

2 unchanged sentences

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.

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 tariffs.

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%.

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