S-1/A: Greenlane Holdings Files Amendment No. 1 to Form S-1 for Potential Resale of Over 1.1 Billion Shares

Greenlane Holdings has filed an amendment to its Form S-1 registration statement, potentially allowing selling stockholders to resell over 1.1 billion shares of common stock.

Summary

• Greenlane Holdings filed an amendment to its Form S-1 registration statement regarding the offering and resale of up to 1,169,711,239 shares of common stock by selling stockholders.
• These shares include 4,884,061 shares of common stock, 16,124,344 shares issuable upon exercise of Pre-Funded Warrants, and 1,148,702,834 shares issuable upon exercise of PIPE Warrants.
• Greenlane will not receive any proceeds from the sale of these shares by the selling stockholders, but will receive up to approximately $93,750,006 upon any cash exercise of the common PIPE Warrants and Pre-Funded Warrants.
• The selling stockholders may sell their shares from time to time directly or through underwriters, broker-dealers, or agents.
• Greenlane's common stock is listed on The Nasdaq Capital Market under the symbol GNLN, with the last reported sale price on April 16, 2025, at $0.24 per share.
• Investing in Greenlane's securities involves a high degree of risk, as detailed in the Risk Factors section of the prospectus.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights strategic initiatives and market opportunities, it also acknowledges significant risks, financial challenges, and regulatory uncertainties. The company's past financial performance and ongoing efforts to achieve profitability suggest a cautious outlook.

Risks

• Global economic conditions, including inflation and supply chain disruptions, could materially and adversely affect Greenlane's business.
• Greenlane's ability to fund its capital requirements depends on various factors, and failure to increase sales and generate positive cash flows may require further cost reductions.
• Failure to meet Nasdaq listing standards could result in delisting, negatively impacting the liquidity of Greenlane's Class A common stock.
• Narrow margins may magnify the impact of variations in operating costs and adverse events on operating results.
• The market for vaporizer products is a niche market subject to uncertainty and evolving regulations.
• Dependence on third-party suppliers for products may lead to supply shortages.
• The trend of suppliers selling directly to consumers could decrease demand for Greenlane's distribution services.
• The company is vulnerable to third-party transportation risks, including governmental laws and common carriers' policies.
• The company does not have long-term agreements with many customers, and the loss of a significant customer may have a material adverse effect.
• The company may not be successful in maintaining consumer brand recognition and loyalty of its products.
• The company may have difficulty accessing the service of banks, which may make it difficult for the company and its customers to sell its products.
• The company is subject to legislative uncertainty that could slow or halt the legalization and use of cannabis, which could materially and adversely affect its business.
• The company is subject to increasing international control and regulation.
• The company is transitioning its business and has engaged, and may continue in engage in, dispositions via sales of its assets or other exit activities and other strategic initiatives and the company may face risks related to such transactions.
• The company is subject to risks associated with public health crises, such as pandemics and epidemics, which may have a material adverse effect on its business.
• The company's principal asset is its interest in the Operating Company, and, accordingly, it depends on distributions from the Operating Company to pay its taxes and expenses.
• The Tax Receivable Agreement (the TRA) may require the company to make cash payments to the members of the Operating Company in respect of certain tax benefits to which it may become entitled.
• If the company were deemed to be an investment company under the U.S. Investment Company Act of 1940, as amended (the 1940 Act), as a result of its ownership of the Operating Company, applicable restrictions could make it impractical for the company to continue its business as contemplated and could have a material adverse effect on its business.
• The market price of the company's Class A common stock has been volatile and has declined significantly since its initial public offering and may face more volatility and price declines in the future.
• As a public reporting company, the company is subject to rules and regulations established from time to time by the SEC regarding its internal control over financial reporting.
• The company may issue shares of preferred stock in the future, which could make it difficult for another company to acquire it or could otherwise adversely affect holders of its Class A common stock, which could depress the market price of its Class A common stock.
• The company's amended and restated certificate of incorporation and bylaws provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between the company and its stockholders, which could limit its stockholders ability to obtain a favorable judicial forum for disputes with the company or its directors, officers or employees.
• The company is a smaller reporting company under federal securities laws and it cannot be certain whether the reduced reporting requirements applicable to such companies will make its Class A common stock less attractive to investors.

Future Outlook

Greenlane is focused on achieving profitability and preserving working capital through technology enhancements, facility footprint rationalization, headcount reduction, cost structure optimization, inventory management, sales force upgrades, product innovation, and capital investment.

Management Comments

• Management believes that these initiatives will significantly reduce costs, help accelerate the Company's path to profitability, support business growth, and allow the Company to reinvest capital into its highest demand and highest potential product lines.

Industry Context

The document provides context on the North American and European cannabis landscapes, including market sizes, growth rates, and regulatory developments in the United States, Canada, and Europe.

Management Changes

Legal Proceedings

• On February 8, 2023, Greenlane filed a lawsuit against Blum in Superior Court of California, Orange County, seeking to compel the repayment of Blum's open balance due to Greenlane.
• As of the date of these financial statements were available to be issued, there has been a judgement received in favor of the Company.

Related Party Transactions

• Renah Persofsky, a Greenlane Director, is also a Principal Owner of Green Gruff USA Inc, (Green Gruff). As of December 31, 2024, there have been no transactions between the Company and Green Gruff.
• Nicholas Kovacevich, Greenlane's former Chief Corporate Development Officer, owns capital stock of Blum Holdings Inc. (Blum) and served on the Blum board of directors.
• Net sales to Blum totaled approximately $0.4 million for the ended December 31, 2022.
• Total accounts receivable due from Blum were approximately $0.4 million as of December 31, 2023 and 2022, respectively.
• Three individuals who were employees of the Company at the time are principals in Synergy Imports, LLC the Lender on the Secured Bridge Loan taken out on September 22, 2023, however, none are executive officers or directors of the Company.

Stakeholder Impact

• Shareholders face risks related to stock price volatility, potential dilution, and the company's ability to achieve profitability.
• Employees may be affected by headcount reductions and changes in management.
• Customers could experience disruptions in supply due to reliance on third-party suppliers and transportation risks.
• Suppliers may be impacted by changes in Greenlane's financial condition and ability to meet payment obligations.
• Creditors face risks related to Greenlane's ability to generate positive cash flow and meet debt obligations.

Next Steps

• The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents.

Key Dates

Keywords

Greenlane Holdings, common stock, resale, selling stockholders, PIPE Warrants, Pre-Funded Warrants, registration statement, securities, GNLN, Nasdaq