Greenlane Holdings, Inc 8-K/A, filed Jul 25, 2022
Greenlane Holdings, Inc. (GNLN)
8-K/A
2022-07-25
For: 2022-07-14
View Original
Added on
April 10, 2026
About this 8-K/A
Greenlane Holdings, Inc filed this 8-K/A on July 25, 2022, reporting on events of July 14, 2022.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2022
GREENLANE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-38875 (Commission File Number) | 83-0806637 (IRS Employer Identification No.) | ||||||||||||
1095 Broken Sound Parkway, Suite 300 Boca Raton, FL (Address of principal executive offices) | 33487 (Zip Code) | |||||||
Registrant’s telephone number, including area code: (877) 292-7660
Not Applicable
(Former name or former address, if changed since last report)
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, $0.01 par value per share | GNLN | Nasdaq Global Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Greenlane Holdings, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission on July 19, 2022 (the “Initial Form 8-K”), which described, among other matters, the closing of the transactions contemplated by that certain Membership Interest Purchase Agreement and supporting documents, dated as of July 19, 2022, by and between the Company and Portofino Partners LLC (the “Buyer”), pursuant to which the Buyer acquired the Company’s 50% stake in VIBES Holdings LLC (together with the transactions described above, the “Sale”).
This Amendment No. 1 amends the Initial Form 8-K to include the financial statements referred to in Item 9.01(b) below relating to the Sale.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial statements of the Company for the three months ended March 31, 2022 and for the year ended December 31, 2021 and the notes thereto, giving effect to the Sale, are filed herewith as Exhibit 99.1 and are incorporated in this Item 9.01(b) by reference.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREENLANE HOLDINGS, INC. | ||||||||||||||||||||
| Dated: July 25, 2022 | By: | /s/ Darshan Dahya | ||||||||||||||||||
| Darshan Dahya | ||||||||||||||||||||
| Chief Accounting Officer | ||||||||||||||||||||
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Introduction
On July 19, 2022, Warehouse Goods LLC, a wholly owned subsidiary of Greenlane Holdings, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement and supporting documents (collectively, the “Sale Agreement”) with Portofino Partners LLC, a Delaware limited liability company (the “Buyer”), to sell the Company’s 50% stake in VIBES Holdings LLC (“VIBES”), for total consideration of 5.3 million in cash (collectively, the “Sale”). The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement (collectively, the “Sale”).
The Buyer is an entity partially controlled by Adam Schoenfeld, the Company’s former Chief Marketing Officer and co-founder and a member of the Company’s Board of Directors (the “Board”). The Sale Agreement was approved by the affirmative vote of a majority of the disinterested members of the Board and the audit committee of the Board in accordance with the Company’s related party transactions policy.
The following unaudited pro forma condensed consolidated financial information is presented in accordance with the rules specified by Article 11 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and has been prepared subject to the assumptions and adjustments as described in the notes thereto. Specifically, the unaudited pro forma condensed consolidated financial information set forth below reflects the effects of the Sale on (i) the Company’s condensed consolidated balance sheet as of March 31, 2022, as if the Sale had occurred on that date, and (ii) Company’s condensed consolidated statement of operations for the three months ended March 31, 2022 and the year ended December 31, 2021, as if the Sale had occurred on January 1, 2021. Management believes that the assumptions used and adjustments made are reasonable under the circumstances and given the information available.
The following unaudited pro forma condensed consolidated financial statements have been derived from historical financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). The pro forma adjustments reflect the impacts of events directly attributable to the Sale, that are factually supportable, and for purposes of the unaudited pro forma condensed consolidated statements of operations, expected to have a continuing impact on the Company. The following unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not necessarily indicative of the financial condition or results of operations of the Company that would have occurred if the Sale had occurred on the dates indicated, nor is it indicative of the future financial condition or results of operations of the Company.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the following:
• The accompanying notes to the unaudited pro forma condensed consolidated financial statements;
• Greenlane’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022, included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022; and
• Greenlane’s audited consolidated financial statements as of and for the year ended December 31, 2021, included in its Annual Report on Form 10-K for the year ended December 31, 2021.
The historical condensed consolidated statement of operations for the year ended December 31, 2021 has been adjusted by Company management to reflect certain reclassifications to conform with current financial statement presentation.
GREENLANE HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of March 31, 2022
(in thousands, except par value per share amounts)
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
GREENLANE HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended March 31, 2022
(in thousands, except per share amounts)
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
GREENLANE HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2021
(in thousands, except per share amounts)
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Unaudited Pro Forma Adjustments
The following is a summary of the unaudited pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements based on preliminary estimates, which may change as additional information is obtained.
a.Reflects amounts as originally reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022.
b.Reflects amounts as originally reported by the Company in its Annual Report on Form 10-K for the year ended December 31, 2021, adjusted to reflect the voluntary change in accounting principle made by the Company to classify outbound shipping and handling costs associated with the distribution of products to our customers as a component of "general and administrative" costs within our condensed consolidated statements of operations. These costs were previously recorded as a component of "cost of sales" within our condensed consolidated statements of operations.
c.Reflects the elimination of the VIBES assets, liability and historical equity balances including within the Company’s consolidated financial statements. The amount of the actual gain will be calculated based on the net book value of the sold business as of the closing of the Sale and therefore could differ from the current estimate.
d.Reflects the estimated net proceeds from the Sale of $4.6 million, representing the gross purchase price of $5.3 million, offset by cash proceeds of $0.7 million used to settle amounts owed on certain open purchase orders.
e.Reflects the elimination of the historical revenues and expenses directly to related to VIBES that will not recur in the Company’s consolidated statement of operations beyond a year from the date of the Sale, as well as the related adjustment to net loss attributable to the historical VIBES non-controlling interest.