Greenlane Holdings, Inc PRE 14A, filed Oct 28, 2025
Greenlane Holdings, Inc. (GNLN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
GREENLANE HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Fellow Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Greenlane Holdings, Inc., which will be held in a completely virtual format on December 1, 2025, at [__] p.m. Eastern Time. Please see page 3 of the Proxy Statement for instructions regarding access to the virtual Annual Meeting.
The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to our stockholders. Because we are using the Internet, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. This notice also provides information on how our stockholders may obtain paper copies of our proxy materials if they so choose. We believe the use of the Internet makes the proxy distribution process more efficient and less costly and helps in conserving natural resources.
The Proxy Statement, the accompanying form of proxy card, the Notice of Annual Meeting of Stockholders, and the 2024 Annual Report to Stockholders/Form 10-K are available at http://www.proxyvote.com and may also be accessed through our website at www.gnln.com under the “SEC Filings” section of the investor relations tab. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy.
You are entitled to vote at our Annual Meeting only if you were a stockholder as of October 2, 2025.
Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the proxy card to ensure that your shares are represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the Annual Meeting virtually. Returning the proxy does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares virtually.
On behalf of our Board of Directors and our employees, we thank you for your continued interest in and support of our company. We look forward to the Annual Meeting on December 1, 2025.
Sincerely,
Donald Hunter
Chairman of the Board of Directors
GREENLANE HOLDINGS, INC.
1095 Broken Sound Parkway, Suite 100
Boca Raton, Florida 33847
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Virtually via the Internet on December 1, 2025
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Greenlane Holdings, Inc. (the “Company”) will be held in a completely virtual format on December 1, 2025, at [__] p.m. Eastern Time for the following purposes:
(1) to elect the five director nominees named in the Proxy Statement;
(2) to ratify the appointment of PKF O’Connor Davies, LLP (“PKF”) as our independent registered public accounting firm for our fiscal year ending December 31, 2025;
(3) to increase the number of shares eligible for sale under the Company’s 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”) to 3,000,000 shares;
(4) to approve, in accordance with Nasdaq listing rule 5635(a), the issuance of 3,328,012 shares of the Company’s common stock and pre-funded warrants to acquire in the aggregate up to 25,294,068 shares of the Company’s common stock (the “Financing Proposal”);
(5) to approve in accordance with Nasdaq Listing Rule 5635(c), the issuance of pre-funded warrants (the “Advisory Warrants”), and shares of common stock upon exercise of Advisory Warrants (the “Advisory Compensation Proposal”); and
(6) to transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) of the Annual Meeting.
The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board of Directors has fixed the close of business on October 2, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. Accordingly, only stockholders of record at the close of business on October 2, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting.
Your vote is important. Whether or not you expect to virtually attend the Annual Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the meeting.
| By Order of the Board of Directors, | |
| /s/ Barbara Sher | |
| Barbara Sher | |
| Chief Executive Officer | |
| Boca Raton, Florida |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 1, 2025.
This Notice of Annual Meeting of Stockholders, the Proxy Statement, accompanying form of proxy card and our Annual Report to Stockholders/Form 10-K for the fiscal year ended December 31, 2024, are available at
www.proxyvote.com.
IMPORTANT NOTICE REGARDING THE VIRTUAL ANNUAL MEETING
The format of the virtual Annual Meeting ensures that stockholders are afforded the same rights and
opportunities to participate as they would have at an in-person meeting, using online tools to ensure
stockholder access and participation. For more information about the virtual Annual Meeting, see “About the Meeting” in this Proxy Statement.
| i |
GREENLANE HOLDINGS, INC.
1095 Broken Sound Parkway, Suite 100
Boca Raton, Florida 33487
PROXY STATEMENT
Why am I receiving this Proxy Statement?
This Proxy Statement contains information related to the solicitation of proxies for use at our 2025 Annual Meeting of Stockholders, to be held in a completely virtual format on December 1, 2025, at [__] p.m. Eastern Time for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders. This solicitation is made by our Board of Directors (also referred to as the “Board” in this Proxy Statement) on behalf of Greenlane Holdings, Inc. In this Proxy Statement, the terms “we,” “our,” “us” and the “Company” refer to Greenlane Holdings, Inc.
We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending to our stockholders of record as of the close of business on October 2, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice”) relating to our Annual Meeting of Stockholders. All stockholders of record will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or about November [__], we intend to make this Proxy Statement and accompanying form of proxy card available on the Internet and to mail the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of the receipt of such request.
The Notice, this Proxy Statement, the accompanying form of proxy card and our Annual Report to Stockholders/Form 10-K for the fiscal year ended December 31, 2024, are available at http://www.proxyvote.com. You are encouraged to access and review all of the important information contained in the proxy materials before voting.
What am I being asked to vote on?
You are being asked to vote on the following proposals:
● Proposal 1 (Election of Directors): The election of the five director nominees named in this Proxy Statement, each for a term expiring at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”);
● Proposal 2 (Ratification of PKF O’Connor Davies, LLP): The ratification of PKF as our independent registered public accounting firm for our fiscal year ending December 31, 2025;
● Proposal 3 (Amendment and Increase to 2019 Equity Incentive Plan) to increase the number of shares eligible for sale under the Company’s 2019 equity incentive plan (the “2019 Equity Incentive Plan”) to 3,000,000 shares;
● Proposal 4 (Financing Proposal): to approve, in accordance with Nasdaq listing rule 5635(a) the issuance of 3,328,012 shares of the Company’s common stock and pre-funded warrants to acquire in the aggregate up to 25,294,068 shares of the Company’s common stock;
| 1 |
● Proposal 5 (Advisory Compensation Proposal) to approve in accordance with Nasdaq Listing Rule 5635(c), the issuance of pre-funded warrants (the “Advisory Warrants”) (the “Advisory Compensation Proposal”); and
● Proposal 6 (Adjournment of Annual Meeting): The approval of an adjournment of the Annual Meeting to a later date or dates.
● To transact any other business that may properly come before the Annual Meeting or any adjournment(s) or postponements of the Annual Meeting.
What are the Board’s voting recommendations?
The Board recommends that you vote as follows:
● Proposal 1 (Election of Directors): “FOR” each of the Board nominees for election as directors;
● Proposal 2 (Ratification of PKF): “FOR” the ratification of PKF as our independent registered public accounting firm for our fiscal year ending December 31, 2025;
● Proposal 3 (Amendment and Increase to 2019 Equity Incentive Plan): “FOR” the approval of the amendment to increase the number of shares authorized for issuance under the Company’s 2019 Equity Incentive Plan to 3,000,000 shares;
● Proposal 4 (Financing Proposal): “FOR” the approval, in accordance with Nasdaq Listing Rule 5635(a), the issuance of 3,328,012 shares of the Company’s common stock and pre-funded warrants to acquire in the aggregate up to 25,294,068 shares of the Company’s common stock ;
● Proposal 5 (Advisory Compensation Proposal): “FOR” the approval, in accordance with Nasdaq Listing Rule 5635(c), the issuance of common stock, and shares of common stock upon exercise of Advisory Warrants; and
● Proposal 6 (Approval of Adjournment Proposal): “FOR” the approval of the Adjournment Proposal.
Who is entitled to vote at the Annual Meeting?
Holders of record of our Class A Common Stock, as of the close of business on October 2, 2025, the record date for the Annual Meeting (the “Record Date”), are entitled to receive notice of the Annual Meeting. Holders of record of shares of Class A Common Stock have the right to vote on all matters brought before the Annual Meeting. As of the record date, there were [____] shares of Class A Common Stock were issued and outstanding.
What are the voting rights of stockholders ?
Each share of our Class A Common Stock outstanding as of the Record Date, is entitled to receive notice of the Annual Meeting and to one vote per share on all matters properly brought before the Annual Meeting.
| 2 |
No dissenters’ rights are provided under the Delaware General Corporation Law, our Charter or our Second Amended and Restated Bylaws (the “Bylaws”) with respect to any of the proposals described in this Proxy Statement.
Who can attend the Annual Meeting?
All holders of our Class A Common Stock at the close of business on the Record Date, or their duly appointed proxies, are authorized to attend the Annual Meeting. The Annual Meeting will be a completely virtual meeting of stockholders. You can attend the Annual Meeting online, where you will be able to listen to the meeting live, submit questions and vote online, as long as you have pre-registered. You will not be able to attend the Annual Meeting in person at a physical location.
Stockholders may attend and vote virtually at [https://www.virtualshareholdermeeting.com/GNLN2025]. To attend the virtual Annual Meeting, you will need to enter the 15-digit control number included on your proxy card or voting instruction form. Online access to the Annual Meeting will open 15 minutes prior to the meeting time to allow time for stockholders to log-in and test their equipment. You will need the latest version of Chrome, Safari, Internet Explorer, Edge or Firefox. Please test your internet browser before the Annual Meeting to ensure compatibility. A toll-free phone number will be provided to access technical support for the virtual Annual Meeting.
Technical Disruptions. In the event of any technical disruptions or connectivity issues during the course of the Annual Meeting, please allow for some time for the meeting website to refresh automatically, and/or for the meeting operator to provide verbal updates.
Voting by Ballot at the Annual Meeting. Although the meeting webcast will begin at [___] Eastern Time on December 1, 2025, we encourage you to access the meeting site 15 minutes prior to the start time to allow ample time to log into the meeting webcast and test your computer system.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Many stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
● Stockholder of record. If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the stockholder of record of those shares and the Notice is being sent directly to you by us.
● Beneficial owner of shares held in street name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the Notice is being forwarded to you by your broker or nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker how to vote your shares and are also invited to attend the Annual Meeting.
| 3 |
What will constitute a quorum at the Annual Meeting?
A quorum is the minimum number of shares required to be virtually present or represented by proxy at the Annual Meeting to properly hold a meeting of stockholders and conduct business under our Bylaws and Delaware law. The presence at the meeting, virtually or by proxy, of the holders of a one-third of the voting power of the stock issued, outstanding and entitled to vote at the Annual Meeting on the Record Date will constitute a quorum, permitting our stockholders to conduct business at the Annual Meeting. Shares that are automatically redeemed in the Initial Redemption will not be counted towards the presence of a quorum or as part of the issued and outstanding shares of capital stock of the Company entitled to vote at our Annual Meeting for purposes of determining the presence of a quorum. We will include abstentions and broker non-votes in the calculation of the number of shares considered to be present at the meeting for purposes of determining the presence of a quorum at the meeting. As of the Record Date, there were [___] shares of our Class A Common Stock outstanding.
If a quorum is not present to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit the solicitation of additional proxies. The chairperson of the Annual Meeting shall have the power to adjourn the Annual Meeting.
What are broker non-votes?
Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least ten days before the Annual Meeting. If you do not give your broker or other nominee voting instructions with respect to Proposal 1 (Election of Directors), Proposal 3 (Amendment and Increase to 2019 Equity Incentive Plan), Proposal 4 (Financing Proposal), Proposal 5 (Advisory Compensation Proposal) or Proposal 6 (Approval of Adjournment Proposal), your broker or other nominee will not be able to vote on that proposal, and broker non-votes may exist with respect to the election of directors.
Proposal 2 (Ratification of PKF) is the only proposal in which brokers or other nominees are permitted to submit a discretionary vote. If you are a beneficial owner and your shares are held in the name of a broker or other nominee, the broker or other nominee is permitted to vote your shares on the ratification of the appointment of PKF as our independent registered public accounting firm for our fiscal year ending December 31, 2025, even if the broker or other nominee does not receive voting instructions from you.
How many votes are needed for the proposals to pass?
The proposals to be voted on at the Annual Meeting have the following voting requirements:
● Proposal 1 (Election of Directors): Directors are elected by the affirmative vote of the majority of votes cast once a quorum has been established. If any director nominee is not elected by such standard, the director must submit an irrevocable resignation, contingent on the acceptance of that resignation by the Board. There is no cumulative voting in the election of directors. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
● Proposal 2 (Ratification of PKF): The affirmative vote of a majority of the votes cast by shares of Class A Common Stock entitled to vote on this proposal is required to ratify the appointment of PKF as our independent registered public accounting firm for our fiscal year ending December 31, 2025. For purposes of the vote on the ratification of PKF as our independent registered public accounting firm, brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote.
● Proposal 3 (Amendment and Increase to 2019 Equity Incentive Plan): The affirmative vote of a majority of the votes cast by shares of Class A Common Stock entitled to vote on this proposal is required to approve the adoption of an amendment to increase the number of shares eligible for sale under the Company’s 2019 equity incentive plan (the “2019 Equity Incentive Plan”) to 3,000,000 shares;
This means that the Amendment and Increase to 2019 Equity Incentive Plan Proposal and Adjournment Proposal could each be approved by the affirmative vote of the holders of less than a majority of the outstanding shares of our Class A Common Stock.
| 4 |
● Proposal 4 (Financing Proposal): Approval of the Financing Proposal requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting, provided a quorum is present. For this purpose, abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on the outcome of the vote. Only votes “FOR” and “AGAINST” the proposal will be considered in determining whether the proposal has received the requisite affirmative vote. Brokerage firms do not have discretionary authority to vote shares held in street name on this proposal. If you do not provide your broker with voting instructions, your shares will not be voted on this matter, resulting in a broker non-vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal.
● Proposal 5 (Advisory Compensation Proposal): Approval of the Advisory Compensation Proposal requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting, provided a quorum is present. For this purpose, abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on the outcome of the vote. Only votes “FOR” and “AGAINST” the proposal will be considered in determining whether the proposal has received the requisite affirmative vote. Brokerage firms do not have discretionary authority to vote shares held in street name on this proposal. If you do not provide your broker with voting instructions, your shares will not be voted on this matter, resulting in a broker non-vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal.
Proposal 6 (Approval of Adjournment Proposal): The affirmative vote of a majority of the votes cast by shares of Class A Common Stock entitled to vote on this proposal is required to approve the Adjournment Proposal.
Will any other matters be voted on?
As of the date of this Proxy Statement, we are not aware of any matters that will come before the Annual Meeting other than those disclosed in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy card will vote the shares represented by the proxies on the other matters in the manner recommended by the Board, or, if no such recommendation is given, in the discretion of the proxy holders.
How do I vote?
● Stockholders of record: If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, as of the Record Date, you may submit your proxy by U.S. mail, Internet or telephone by following the instructions in the Notice. If you requested a paper copy of the proxy materials, you also may submit your completed proxy card by mail by following the instructions included with your proxy card. The deadline for submitting your vote by Internet or telephone is 11:59 p.m. Eastern Time on November 30, 2025, which is the day before the virtual Annual Meeting. The designated proxy holders named in the proxy card will vote according to your instructions. You may also attend the virtual Annual Meeting and vote using the 15-digit control number included with these proxy materials to vote during the virtual Annual Meeting.
● Beneficial owner of shares held in street name: If you are a street name or beneficial stockholder because your shares are held in a brokerage account or by a bank or other nominee, your broker or nominee firm will provide you with the Notice. Follow the instructions on the Notice to access our proxy materials and vote by Internet or to request a paper or email copy of our proxy materials. If you receive these materials in paper form, the materials include a voting instruction card so that you can instruct your broker or nominee how to vote your shares.
| 5 |
If you sign and submit your proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with the Board’s recommendations specified above under “What are the Board’s voting recommendations?” and in accordance with the discretion of the proxy holders with respect to any other matters that may be voted upon at the Annual Meeting.
If I plan to attend the Virtual Annual Meeting, should I still vote by proxy?
Yes. Voting in advance does not affect your right to attend the Annual Meeting. If you send in your proxy card and also attend the Virtual Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote.
How are proxy card votes counted?
If the proxy card is properly signed and returned to us, and not subsequently revoked, it will be voted as directed by you. Unless contrary instructions are given, the persons designated as proxy holders on the proxy card will vote: “FOR” the election of all nominees for the Board named in this Proxy Statement; “FOR” the ratification of the appointment of PKF as our independent registered public accounting firm for the fiscal year ending December 31, 2025; “FOR” the approval of the Amendment and Increase to 2019 Equity Incentive Plan Proposal; “FOR” the Financing Proposal; “FOR” the Advisory Compensation Proposal”; and “FOR” the approval of the Adjournment Proposal; and as recommended by our Board with regard to any other matters that may properly come before the Annual Meeting, or, if no such recommendation is given, in their own discretion.
May I revoke my vote after I return my proxy card?
Yes. You may revoke a previously granted proxy and change your vote at any time before the taking of the vote at the virtual Annual Meeting by (i) filing with our General Counsel and Secretary a written notice of revocation or a duly executed proxy bearing a later date or (ii) voting during the virtual Annual Meeting.
Who pays the costs of soliciting proxies?
We will pay the costs of soliciting proxies, including preparation and mailing of the Notice, preparation and assembly of this Proxy Statement, the proxy card and the Annual Report to Stockholders/Form 10-K for the fiscal year ended December 31, 2025, coordination of the Internet and telephone voting process, and any additional information furnished to you by the Company. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our Common Stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of shares of our Class A Common Stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by Internet and mail may be supplemented by telephone, facsimile, or personal solicitation by our directors, officers or other regular employees.
Implications of being an “emerging growth company”
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, we will remain an “emerging growth company” until the earliest of:
● the last day of the fiscal year during which we have total annual gross revenues of $1.235 billion or more;
● the last day of the fiscal year following the fifth anniversary of our initial public offering;
● the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and
● the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934 (the “Exchange Act”) (we will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months; the value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter).
For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding stockholder advisory “say-on-pay” votes on executive compensation and stockholder advisory votes on golden parachute compensation.
In addition, the JOBS Act provides that an emerging growth company may delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). Therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
You should rely only on the information provided in this Proxy Statement. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.
| 6 |
CORPORATE GOVERNANCE AND BOARD MATTERS
We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:
● the Board is not classified, with each of our directors subject to re-election annually;
● four of our five director nominees are “independent” within the meaning of the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”);
● our standing Board committees are comprised solely of independent directors;
● separate Chairman of the Board and Chief Executive Officer roles;
● majority voting in the election of directors;
● adoption of a proxy access bylaw provision; and
● no stockholder rights plan.
Our directors stay informed about our business by attending meetings of the Board and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.
Board Composition and Structure; Director Independence
Our business and affairs are managed under the direction of our Board. Our Bylaws provide that our Board shall be comprised of at least five directors and that the size of our Board shall otherwise be determined from time to time by our Board. Our Board currently consists of five members, one of whom is our Chief Executive Officer. Subject to any rights applicable to any preferred stock we may issue from time to time, any additional directorships resulting from an increase in the number of directors may only be filled by the directors then in office unless otherwise required by law or by a resolution passed by our Board as provided in our Bylaws. The term of office for each director will be until his or her successor is elected at our annual meeting or his or her death, resignation or removal, whichever is earliest to occur.
While we do not have a stand-alone diversity policy, in considering whether to recommend any director nominee, including candidates recommended by stockholders, we believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities. As set forth in our Corporate Governance Guidelines, when considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the director’s biographies set forth in this Proxy Statement. We believe that our directors will provide an appropriate mix of experience and skills relevant to the size and nature of our business.
Our Board has determined that Barbara Sher, by virtue of her employment by our Company as Chief Executive Officer, is not considered “independent” for purposes of applicable securities laws or the Nasdaq Marketplace Rules.
Our Board expects a culture of ethical business conduct. Our Board encourages each member to conduct a self-review to determine if he or she is providing effective service with respect to both our Company and our stockholders. Should it be determined that a member of our Board is unable to effectively act in the best interests of our stockholders, such member would be encouraged to resign.
Board Leadership Structure
Our Bylaws and our Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure is in the best interests of our company. Barbara Sher currently serves as our Chief Executive Officer and Donald Hunter currently serves as the Chairman of the Board. We believe that this leadership structure is effective because it allows our Board to benefit from having multiple strong voices bringing separate views and perspectives to meetings.
| 7 |
As Chairman of the Board, Mr. Hunter’s key responsibilities include facilitating communication between our Board and management, assessing management’s performance, managing Board members, preparing the agenda for each Board meeting, acting as chair of Board meetings and meetings of our Company’s stockholders and managing relations with stockholders, other stakeholders and the public.
In order to ensure that our Board functions independently from management, our independent directors meet regularly in executive session with and without members of management present. Mr. Hunter, the Chairman of the Board, develops the agendas for and presides during executive sessions. Our independent directors are able to request at any time a meeting restricted to independent directors for the purposes of discussing matters independently of management and are encouraged to do so should they feel that such a meeting is necessary. The Nominating and Corporate Governance Committee of our Board, which is comprised solely of independent directors and chaired by [_____], has the responsibility for coordinating Board and committee self-evaluations.
Role of the Board in Risk Oversight
One of the key functions of the Board is informed oversight of our risk management process. The Board administers this oversight function directly, with support from its three standing committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Our Board has established three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The principal functions of each committee are described below. We comply with the listing requirements and other rules and regulations of the Nasdaq Marketplace Rules, as amended or modified from time to time, and each of these committees is comprised exclusively of independent directors. Additionally, our Board of Directors may from time to time establish certain other committees to facilitate the management of our company.
The table below provides membership information for each of the Board committees as of the date of this Proxy Statement:
| Member | Audit Committee |
Compensation Committee |
Nominating and Corporate Governance Committee |
Digital Assets Committee | ||||
| Donald Hunter* | X (chair) | X | X | |||||
| Bruce Linton | [__] | [___] | [___] | X (chair) | ||||
| William Levy | [__] | [___] | [___] | X | ||||
| Michael C. Howe | X |
* Audit committee financial expert.
| 8 |
Audit Committee
The Audit Committee is comprised of Mr. Howe, [_____] and Mr. Hunter with Mr. Hunter serving as the chair of the Audit Committee. Mr. Howe, [____] and Mr. Hunter each qualify as an “audit committee financial expert” as that term is defined by the applicable regulations of the Securities and Exchange Commission (the “SEC”). The Board has determined that each of the directors serving on our Audit Committee is “independent” within the meaning of the applicable rules of the SEC and the Nasdaq listing standards. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to:
● appointing, retaining and evaluating our independent registered public accounting firm and approving all audit and non- audit services to be performed by them;
● overseeing our independent registered public accounting firm’s qualifications, independence and performance;
● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;
● reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;
● producing a report on its oversight of the Company’s financial statements to be included in our annual Proxy Statement;
● establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and
● reviewing and approving related person transactions.
During the fiscal year ended December 31, 2024, the Audit Committee met [_] times, including telephonic meetings.
Compensation Committee
The Compensation Committee is comprised of [_____]and Mr. Hunter, with [_____] serving as chair. The Board has determined that each of the directors serving on our Compensation Committee is “independent” within the meaning of the applicable rules of the SEC and the Nasdaq listing standards. We have adopted a Compensation Committee charter, which details the principal authority and functions of the Compensation Committee, including:
● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration of our Chief Executive Officer based on such evaluation;
● reviewing and approving the compensation of all of our other officers;
● reviewing our executive compensation policies and plans;
● implementing and administering our incentive compensation equity-based remuneration plans;
● assisting management in complying with our proxy statement and annual report disclosure requirements;
● to the extent required by applicable SEC rules, producing a report on executive compensation to be included in our annual Proxy Statement; and
● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The Compensation Committee may form and delegate its authority to subcommittees when appropriate.
During the fiscal year ended December 31, 2024, the Compensation Committee met [_] times, including telephonic meetings.
| 9 |
Digital Assets Committee
The Digital Assets Committee is comprised of Mr. Levy and Mr. Linton, with Mr. Linton serving as chair. The Board has determined that each of the directors serving on our Compensation Committee is “independent” within the meaning of the applicable rules of the SEC and the Nasdaq listing standards. We have adopted a Digital Assets Committee charter, which details the principal authority and functions of the Digital Assets Committee, including:
● [ ]
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is comprised of [_____] and Mr. Hunter, with [_____]serving as chair. The Board has determined that each of the directors serving on our Nominating and Corporate Governance Committee is “independent” within the meaning of the applicable rules of the SEC and the Nasdaq listing standards. We have adopted a Nominating and Corporate Governance Committee charter, which details the principal functions of the Nominating and Corporate Governance Committee, including:
● identifying and recommending to the full Board qualified candidates for election as directors and recommending nominees for election as directors at the Annual Meeting of stockholders;
● developing and recommending to the Board corporate governance guidelines and implementing and monitoring such guidelines;
● reviewing and making recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure;
● reviewing and reassessing the adequacy of the Company’s Charter and Bylaws and recommending any revisions to the Board;
● recommending to the Board nominees for each committee of the Board;
● annually facilitating the assessment of the Board’s performance as a whole and of the individual directors, as required by applicable law, regulations and the Nasdaq listing standards; and
● overseeing the Board’s evaluation of management.
In identifying and recommending nominees for directors, the Nominating and Corporate Governance Committee may consider, among other factors, diversity of relevant experience, expertise and background.
During the fiscal year ended December 31, 2024, the Nominating and Corporate Governance Committee met [_] time(s), including telephonic meetings.
Director Selection Process
The Nominating and Corporate Governance Committee is responsible for, among other things, the selection and recommendation to the Board of nominees for election as directors. In accordance with the Nominating and Corporate Governance Committee charter and our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee develops on an annual basis guidelines and criteria for the selection of candidates for directors of the Board. The Nominating and Corporate Governance Committee considers whether a potential candidate for director has the time available, in light of other business and personal commitments, to perform the responsibilities required for effective service on the Board, along with their personal and professional integrity, demonstrated ability and judgement, experience, familiarity with the Company, diversity (of both experience and background) as well as certain other relevant factors.
Our Board will not adopt policies imposing an arbitrary term or retirement age limit in connection with individuals nominated for election as directors as it does not believe that such a limit is in the best interests of our Company. The Nominating and Corporate Governance Committee annually reviews the composition of our Board, including the age and tenure of individual directors. Our Board strives to achieve a balance between the desirability of its members having a depth of relevant experience, on the one hand, and the need for renewal and new perspectives, on the other hand.
Our Board is committed to nominating the best individuals to fulfill director and executive roles. Although our Board has not adopted policies relating to the identification and nomination of women directors and executives, our Board believes that diversity is important to ensure that board members and senior management provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship and management. We have not adopted a target regarding women on our Board or regarding women in executive officer positions as our Board believes that such arbitrary targets are not appropriate for our company.
| 10 |
Applying these criteria, the Nominating and Corporate Governance Committee considers candidates for Board membership suggested by its members, the Chairman of the Board and Chief Executive Officer as well as stockholders. After completing the identification and evaluation process described above, the Nominating and Corporate Governance Committee recommends the nominees for election to the Board. Taking the Nominating and Corporate Governance Committee’s recommendation into consideration, the Board then approves the nominees for election to the Board for stockholders to consider and vote upon at the annual stockholders’ meeting.
Stockholders wishing to recommend individuals for consideration as directors must follow the procedures described in Article I, Section 1.11 of the Bylaws, including (among other requirements) the giving of written notice of the nomination to our General Counsel no later than 120 days prior to the first anniversary of the date of the proxy statement for the previous year’s annual meeting. The stockholder’s notice must set forth as to each nominee all information relating to the person that would be required to be disclosed in a solicitation of proxies for election of directors pursuant to Regulation 14A under the Securities Act, or the Exchange Act, if the candidate had been nominated by or on behalf of the Board. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates. See “Other Matters — Stockholder Proposals and Nominations for the 2026 Annual Meeting.”
Majority Voting Standard for Uncontested Director Elections
Our Bylaws provide for majority voting in uncontested elections of directors. Under this majority voting standard, the affirmative vote of a majority of the votes cast is required for the election of a director in an uncontested election, which means that the number of votes cast for a director must exceed the number of votes cast against such director. In any contested election, in which the number of director nominees exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast.
Pursuant to our Bylaws, director nominees who are incumbent directors must submit an irrevocable resignation in the event he or she fails to receive a majority of the votes cast in an uncontested election of directors. The Nominating and Corporate Governance Committee of our Board will then consider any such offer to resign and make a recommendation to our Board on whether to accept or reject the resignation. Taking into account the recommendation of the Nominating and Corporate Governance Committee, our Board will determine whether to accept or reject any such resignation within 90 days after the certification of the election results, and we will report such decision in a press release, filing with the SEC or by other public announcement. If an incumbent director’s resignation is accepted by our Board, then our Board may fill the resulting vacancy or decrease the size of our Board in accordance with our Bylaws. If a director’s resignation is not accepted by our Board, such director will continue to serve until his or her successor is duly elected and qualified, or his or her earlier death, resignation, retirement or removal. For the purposes of applying this majority voting standard, an election is considered “uncontested” if no stockholder provides notice of its intention to nominate one or more candidates to compete with our Board’s nominees in the manner required by our Bylaws, or if any such stockholder has withdrawn all such nominations on or before the close of business ten days prior to the filing our definitive proxy statement with the SEC.
Our Board has established a code of conduct and ethics that applies to our officers, directors and employees. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote:
● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
● full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
● compliance with applicable laws, rules and regulations;
| 11 |
● prompt internal reporting of violations of the code to appropriate persons identified in the code; and
● accountability for adherence to the code of business conduct and ethics.
Any waiver of the code of conduct and ethics for our executive officers or directors must be approved by our Board or a committee of our Board, and any such waiver shall be promptly disclosed to stockholders as required by law and Nasdaq regulations.
Anti-Hedging Policies
Our insider trading policy contains provisions prohibiting purchases of our securities on margin, short sales of our securities and purchasing or selling puts, calls, options or other derivatives in respect of our securities by our directors, officers, and employees. Our directors, officers, and employees may pledge company securities as security for margin accounts, but they are responsible for ensuring compliance with our insider trading policy in connection with any foreclosure on pledged securities.
Availability of Corporate Governance Materials
Stockholders may view our corporate governance materials, including the charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Digital Assets Committee, our Corporate Governance Guidelines and our Code of Conduct and Ethics, on our website at www.gnln.com under “Investors — Corporate Governance”, and these documents are available in print to any stockholder who sends a written request to such effect to Greenlane Holdings, Inc. 1095 Broken Sound Parkway, Suite 100, Boca Raton, Florida 33487, Attention: General Counsel. Information on or accessible from our website is not and should not be considered a part of this Proxy Statement.
During the fiscal year ended December 31, 2024, the Board met [_] times, including telephonic meetings. Each director then serving attended at least 100% of the applicable Board meetings and committee meetings during this time.
Pursuant to the policy set forth in our Corporate Governance Guidelines, each director is expected to attend the Annual Meeting.
Stockholders and other interested parties may communicate with the Board by sending written correspondence to the “Audit Committee Chair” c/o the General Counsel of Greenlane Holdings, Inc., 1095 Broken Sound Parkway, Suite 100, Boca Raton, Florida 33487, who will then directly forward such correspondence to the chair of the Audit Committee. The Audit Committee chair will decide what action should be taken with respect to the communication, including whether such communication should be reported to the full Board.
For the fiscal year ended December 31, 2024, each of our independent directors received a base annual fee of $60,000, paid in quarterly installments. In consideration for their attendance at meetings of the Board exceeding the 10 designated Board meetings, Mr. Hunter and Ms. Persofsky received an additional fee of $10,000 and Mr. LoCascio and Ms. Persofsky received an additional fee of $5,000. Additionally, as compensation for serving as the chair of the Board or the chair of a Board committee, Mr. Hunter and Ms. Persofsky received a base annual fee of $16,000, paid in quarterly installments. Mr. Howe who is was appointed to the Board on December 31, 2024, will receive a base annual fee of $16,000, paid in quarterly installments. In addition, we reimburse our directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
Ms. Sher who was appointed to the Board on December 31, 2024 will not receive any additional compensation for her service on the Board.
| 12 |
The following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies under SEC rules and the JOBS Act.
Director Compensation Table
The following table provides information on the compensation of our directors for the fiscal year ended December 31, 2024, other than Ms. Sher, who receives no separate compensation for her service as a director. For information related to the compensation of Ms. Sher, please refer to “Executive Officer Compensation — Summary Compensation Table.”
| Name | Fees Paid in Cash | Awards(1) | Total | |||||||||
| Donald Hunter | $ | 86,000 | $ | $ | 86,000 | |||||||
| Aaron LoCascio (1) | $ | 65,000 | $ | $ | 65,000 | |||||||
| Renah Persofsky (2) | $ | 62,000 | $ | $ | 62,000 | |||||||
| Gina Collins (3) | $ | — | $ | — | $ | — | ||||||
| Michael Howe | $ | — | $ | — | $ | — | ||||||
| (1) | On October 23, 2025, Aaron LoCascio gave notice of his resignation from our Board of Directors and from each committee of the Board, effective immediately. |
| (2) | On October 23, 2025, Renah Persofsky gave notice of her resignation from our Board of Directors and from each committee of the Board, effective immediately. |
| (3) | 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. |
| 13 |
EXECUTIVE OFFICERS
The following table sets forth information concerning our executive officers. Executive officers are elected annually by the Board and serve at the Board’s discretion.
| Name | Age(1) | Title | ||
| Barbara Sher | 58 | Chief Executive Officer | ||
| Vanessa Guzman Clark | 45 | Chief Financial Officer | ||
| Benjamin Isenberg | 27 | Chief Investment Officer |
(1) Age as of the Record Date.
| 14 |
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies and smaller reporting companies under SEC rules. Our named executive officers (“NEOs”) for the year ended December 31, 2024, were Barbara Sher, our current Chief Executive officer, Nicholas Kovacevich, our former Chief Corporate Development Officer, Craig Snyder, our former Chief Executive Officer, Lana Reeve, our former Chief Financial and Legal Officer, William Mote, our former Chief Financial Officer, and Darshan Dahya, our former Chief Accounting Officer.
The compensation of our NEOs generally consists of a combination of base salary, bonuses and equity-based compensation. Bonus awards for December 31, 2024, and December 31, 2023, were determined at the sole discretion of the Compensation Committee based on an assessment of the performance of the NEOs.
The following tables contain certain compensation information for our NEOs in the fiscal years ended December 31, 2024 and 2023.
| Name and Principal Position | Year | Salary | Bonus | Option Awards | Stock Awards | All Other Compensation | Total | ||||||||||||||||||||
| Nicholas Kovacevich(1) Former Chief Corporate Development Officer | 2024 | ||||||||||||||||||||||||||
| 2023 | $ | 97,692 | $ | 260,000 | $ | — | $ | — | $ | 219,700 | $ | 577,392 | |||||||||||||||
| Barbara Sher(2) Chief Executive Officer | 2024 | $ | 300,198 | 300,198 | |||||||||||||||||||||||
| 2023 | $ | 21,290 | $ | — | $ | — | $ | — | — | $ | 21,290 | ||||||||||||||||
| Craig Snyder(3) Former Chief Executive Officer | 2024 | $ | 118,687 | ||||||||||||||||||||||||
| 2023 | $ | 341,442 | $ | 97,500 | $ | — | $ | — | — | $ | 438,942 | ||||||||||||||||
| Lana Reeve(4) Chief Financial and Legal Officer | 2024 | $ | 307,531.62 | ||||||||||||||||||||||||
| 2023 | $ | 270,899.65 | — | — | $ | — | — | $ | 270,899.65 | ||||||||||||||||||
Rob Shields(5) Chief Growth Officer | 2024 | ||||||||||||||||||||||||||
(1) Mr. Kovacevich stepped down from his position as Chief Executive Officer of the Company effective December 31, 2022 and was appointed Chief Corporate Development Officer of the Company effective January 1, 2023.
(2) Ms. Sher was appointed Chief Operations Officer of the Company effective November 14, 2023 and subsequently named Chief Executive Offering in May 2024.
(3) Mr. Snyder was appointed Chief Executive Officer of the Company effective January 1, 2023 and subsequently stepped down in May 2024.
(4) Ms. Reeve resigned as Chief Financial and Legal Officer of the Company effective [____], 2025.
(5) Mr. Shields was appointed Chief Growth Officer of the Company effective January 1, 2025.
| 15 |
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
The following table presents information about our NEO’s outstanding equity awards as of December 31, 2024.
| Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested(1) | ||||||||||||||||
Barbara Sher(1) Chief Executive Officer | 10 | — | $ | 49 | 7/1/2032 | — | — | |||||||||||||||
Lana Reeve(2) Former Chief Financial and Legal Officer | — | — | — | — | — | — | ||||||||||||||||
Craig Snyder (3) Former Chief Executive Officer | — | — | — | — | — | — | ||||||||||||||||
Market value of shares reflects the number of shares multiplied by $0.2828 per share, which was the closing price of our Class A Common Stock on the Nasdaq Capital Market on July 17, 2024.
(1) Ms. Sher was previously Chief Operating Officer and appointed Chief Executive Officer effective May 25, 2024.
(2) Ms. Reeve resigned as Chief Financial and Legal Officer of the Company effective [____], 2025.
(3) Mr. Snyder was appointed Chief Executive Officer of the Company effective January 1, 2023, and resigned in May 2024.
| 16 |
| Name and Principal Position | Annual Base Salary | Annual Bonus | ||||
Barbara Sher Chief Executive Officer(1) | $ | 300,000 | Up to 60% of base salary based upon the attainment of one or more performance goals | |||
Lana Reeve Former Chief Financial and Legal Officer(3) | $ | 300,000 | Up to 60% of base salary based upon the attainment of one or more performance goals | |||
Rob Shields Chief Growth Officer (4) | $ | 250,000 | Up to 50% of base salary based upon the attainment of one or more performance goals | |||
(1) Ms. Sher was formerly the Chief Operating Officer and appointed Chief Executive Officer of the Company effective May 25, 2024
(2) Ms. Reeve was appointed Chief Financial and Legal Officer of the Company effective December 6, 2022.
(4) Mr. Shields was appointed Chief Growth Officer of the Company effective January 6, 2025.
Ms. Sher, Ms. Reeve, and Mr. Shields’ employment agreements provides for an original term of up to one year. Each of Ms. Sher, Ms. Reeve, and Mr. Shields’ employment agreements also provide for automatic one-year extensions unless either party gives written notice of termination not less than 60 days prior to the termination of the then-current term. Ms. Sher, Ms. Reeve, and Mr. Shields are entitled to the annual compensation described above and are eligible to receive an annual incentive bonus. Ms. Sher, Ms. Reeve and Mr. Shields’ performance against this bonus are determined by company performance and individual performance. For Ms. Sher and Ms. Reeve, the weighting is 60% company and 30% individual calculated upon the base salary as shown above. For Mr. Shields, the weighting of 50% company against company and individual performance goals calculated upon the base salary as shown above. During the term of employment, Ms. Sher, Ms. Reeve, and Mr. Shields are entitled to participate in all employee benefit plans and programs made available to our employees generally, subject to the eligibility and participation restrictions of each such plan or program and entitled to reimbursement for all reasonable business expenses incurred in connection with carrying out their respective duties.
Pursuant to their employment agreements, Ms. Sher, Ms. Reeve, and Mr. Shields may terminate their employment at any time without cause. Ms. Sher, Ms. Reeve, and Mr. Shields are terminable by us at any time: (i) without cause; (ii) for cause (as defined in each of Ms. Sher, Ms. Reeve, and Mr. Shields’ employment agreements); (iii) in the event of death; or (iv) in the event of disability that cannot be accommodated under the requirements of law. Upon termination of Ms. Sher’s, Ms. Reeve’s, or Mr. Shields’ employment agreements, neither party shall have any further obligation except for obligations accruing prior to the date of termination. If terminated without cause, Ms. Sher, Ms. Reeve, and Mr. Shields are entitled to receive his or her base salary to the date of termination, any bonus that has accrued but is unpaid as of the date of termination and any reimbursable expenses not yet reimbursed as of such date. If terminated without cause, Ms. Sher and Ms. Reeve are also entitled to severance equal nine months of their base salary in effect on the date of termination. If terminated without cause, Mr. Shields is entitled to severance equal to three (3) months during the first six months of employment, six (6) months during the second six months of employment and shall have nine (9) months thereafter. In addition, if terminated without cause, Ms. Sher and Ms. Reeve are entitled to a cash payment equal to the applicable COBRA premium payments that would be payable by Ms. Sher and Ms. Reeve to continue their Company-provided healthcare services for themselves and any dependents (the “Company Healthcare Plan”) covered at the time of termination (collectively, the “COBRA Payment”). If terminated without cause, Ms. Sher and Ms. Reeve are entitled a COBRA Payment equal to four months of coverage under the Company Healthcare Plan.
Pursuant to their employment agreements, Ms. Sher, Ms. Reeve and Mr. Shields are subject to customary confidentiality restrictions and work-product provisions, and Ms. Sher, Ms. Reeve and Mr. Shields are subject to customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.
We do not currently maintain any retirement plans, other than matching 401(k) plans, for our executives or other employees
| 17 |
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about shares of our Class A Common Stock that may be issued under the Third Amended and Restated Greenlane Holdings, Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”) as of December 31, 2024.
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) | |||||||||
| Equity compensation plans approved by stockholders | (1) | $ | ||||||||||
| Equity compensation plans not approved by stockholders | — | — | — | |||||||||
| Total | $ | |||||||||||
(1) [_______]
| 18 |
The Audit Committee is comprised of Mr. Howe, [_____] and Mr. Hunter. Mr. Hunter is the chair of the Audit Committee, and Mr. Howe and Mr. Hunter each qualify as an “audit committee financial expert” as that term is defined by the applicable regulations of the Securities and Exchange Commission (the “SEC”). The Board as determined that each of the directors serving on our Audit Committee is “independent” within the meaning of the applicable rules of the SEC and the Nasdaq listing standards. The members of the Audit Committee are appointed by and serve at the discretion of the Board.
One of the principal purposes of the Audit Committee is to assist the Board in the oversight of the integrity of the Company’s financial statements. The Company’s management team has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, with our management.
The Audit Committee also is responsible for assisting the Board of Directors in the oversight of the qualification, independence and performance of the Company’s independent auditors. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”).
The Audit Committee has received both the written disclosures and the letter from both PKF O’Connor Davies, LLP and Marcum required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with both PKF O’Connor Davies, LLP and Marcum its independence. In addition, the Audit Committee has considered whether the provision of non-audit services, and the fees charged for such non-audit services, by both PKF O’Connor Davies, LLP and Marcum are compatible with maintaining the independence of both PKF O’Connor Davies, LLP and Marcum from management and the Company. Marcum did not perform any non-audit services for the Company and, at this time, it is not expected that PKF will provide any non-audit services.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited financial statements for 2023 be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for filing with the SEC.
Respectfully submitted,
The Audit Committee of the Board of Directors
Donald Hunter (Chairman)
[_____]
The Audit Committee Report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, that might incorporate SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.
| 19 |
The following table sets forth certain information as of October 28, 2025, regarding the beneficial ownership of shares of our Class A Common Stock (including shares issuable upon the exercise or conversion of securities that entitle the holders thereof to obtain Class A Common Stock upon exercise or conversion in accordance with the terms thereof) by (a) each of our directors, (b) each of our executive officers, (c) all of our directors and executive officers as a group, and (d) each person known to us to be the beneficial owner of more than five percent of our Class A Common Stock. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and dispositive power with respect to such shares. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or dispositive power with respect to such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement.
Unless otherwise indicated, the address of each person listed below is c/o Greenlane Holdings, Inc. 1095 Broken Sound Parkway, Suite 100, Boca Raton, Florida 33487.
| Name | Number
of Shares of Class A Common Stock Beneficially Owned | %
of All Class A Common Stock Shares(1) | ||||||
| Donald Hunter(2) | * | |||||||
| Renah Persofsky(3) | * | |||||||
| Aaron LoCascio (4) | * | |||||||
| Michael Howe | * | |||||||
| Barbara Sher(5) | 17 | * | ||||||
| Vanessa Guzman Clark | * | |||||||
| All executive officers, directors and director nominees as a group (5 people) | ||||||||
| Greater than 5% Beneficial Owners | ||||||||
| (1) | Based on an aggregate of [____] shares of our Class A Common Stock outstanding as of October 28, 2025. |
| (2) | Includes [__] shares of Class A Common Stock issuable upon exercise of stock options within 60 days after October 2, 2025. |
| (3) | Includes [__] shares of Class A Common Stock issuable upon exercise of stock options within 60 days after October 2, 2025. On October 23, 2025, Renah Persofsky gave notice of her resignation from our Board of Directors and from each committee of the Board, effective immediately. |
| (4) | Includes [__] shares of Class A Common Stock issuable upon exercise of stock options within 60 days after October 2, 2025. On October 23, 2025, Aaron LoCascio gave notice of his resignation from our Board of Directors and from each committee of the Board, effective immediately. |
| (5) | Includes [__] shares of Class A Common Stock issuable upon exercise of stock options within 60 days after October 2, 2025. |
| 20 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Related Party Transaction Policy
Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written policy on transactions with related persons under which:
●any related-person transaction must be reviewed and approved or ratified by the Audit Committee, or the chair of the Audit Committee in the event management decides it is not practicable or desirable to wait until the next committee meeting; and
●management must periodically inquire of directors and officers with respect to any potential related-person transaction of which they may be a party or of which they may be aware.
●any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the Board or recommended by the compensation committee to the Board for its approval.
In connection with the review and approval or ratification of a related-person transaction:
●management must disclose to the Audit Committee or the chair of the Audit Committee, (i) the basis on which the person is a related person; (ii) the material facts of the related-party transaction, including the proposed aggregate value of such transaction or, in the case of indebtedness, the amount of principal and interest that would be involved and other principal terms of such indebtedness; (iii) the benefits to the Company of the proposed related-party transaction; (iv) if applicable, the availability of other sources of comparable products or services; and (v) an assessment of whether the proposed related-party transaction is on terms that are comparable to the terms available to an unrelated third party or to employees unrelated third parties or to employees generally. The Audit Committee may seek bids, quotes or independent valuations from third parties in connection with assessing any related-person transaction; and
●to the extent required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, management must ensure that the related-person transaction is disclosed in accordance with such acts and related rules.
In addition, the related-person transaction policy provides that from time-to-time Audit Committee shall review any previously approved or ratified related-party transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $75,000. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual obligations, the Audit Committee shall determine if it is in the best interests of the Company and its stockholders to continue, modify or terminate the related-person transaction.
Operating Agreement
We operate our business through Greenlane Holdings, LLC and its subsidiaries. The operations of Greenlane Holdings, LLC, are set forth in the Greenlane Holdings, LLC’s Fourth Amended and Restated Operating Agreement, which we refer to as the “Operating Agreement.” As of December 31, 2024, we are the sole member of Greenlane Holdings, LLC and hold all of the outstanding common units in Greenlane Holdings, LLC.
| 21 |
Appointment as Manager
We are the sole manager of Greenlane Holdings, LLC. As the manager, we control all of the day-to-day business affairs and decision-making of Greenlane Holdings, LLC. As such, we, through our officers and directors, are responsible for all operational and administrative decisions of Greenlane Holdings, LLC and the day-to-day management of Greenlane Holdings, LLC’s business.
Compensation
We are not entitled to compensation for our services as the manager. We are entitled to reimbursement by Greenlane Holdings, LLC for all fees and expenses incurred on behalf of Greenlane Holdings, LLC, including all expenses associated with this offering and maintaining our corporate existence, and all fees, expenses and costs of being a public company (including expenses incurred in connection with public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, legal fees, SEC and FINRA filing fees and offering expenses) and maintaining our corporate existence, including all costs of maintaining our Board and committees of the board, executive compensation and certain insurance policies.
Distributions
The Operating Agreement requires “tax distributions,” as that term is defined in the Operating Agreement, to be made by Greenlane Holdings, LLC to its “members,” as that term is defined in the Operating Agreement. Tax distributions will be made at least annually based on such member’s allocable share of the taxable income of Greenlane Holdings, LLC and at a commencing tax rate equal to the highest effective marginal combined federal, state and local income tax rate applicable to corporate or individual taxpayers that may potentially apply to any member for the relevant period taking into account (i) any deductions pursuant to Section 199A of the Code, and (ii) the character of the relevant tax items (e.g., ordinary or capital), as we, as the sole manager of Greenlane Holdings, LLC, reasonably determine. For this purpose, the taxable income of Greenlane Holdings, LLC, and our allocable share of such taxable income, shall be determined without regard to any tax basis adjustments that result from our deemed or actual purchase of Common Units from the members (as described below under “— Tax Receivable Agreement”). The tax rate used to determine tax distributions will apply regardless of the actual final tax liability of any such member. Tax distributions will also be made only to the extent all distributions from Greenlane Holdings, LLC for the relevant period were otherwise insufficient to enable each member to cover its tax liabilities as calculated in the manner described above. The Operating Agreement also allows for distributions to be made by Greenlane Holdings, LLC to its members on a pro rata basis out of “distributable cash,” as that term is defined in the Operating Agreement. We expect Greenlane Holdings, LLC may make distributions out of distributable cash periodically to the extent permitted by the agreements governing its indebtedness and as required by Greenlane Holdings, LLC for its capital and other needs, such that we in turn are able to make dividend payments, if any, to the holders of our Class A Common Stock.
Dissolution
The Operating Agreement provides that the decision of the manager will be required to voluntarily dissolve Greenlane Holdings, LLC. In addition to a voluntary dissolution, Greenlane Holdings, LLC will be dissolved upon a change of control transaction under certain circumstances, as well as upon the entry of a decree of judicial dissolution or other circumstances in accordance with Delaware law. Upon a dissolution event, the proceeds of a liquidation will be distributed in the following order: (i) first, to pay all expenses of winding up Greenlane Holdings, LLC; and (ii) second, to pay all debts and liabilities and obligations of Greenlane Holdings, LLC.
Indemnification and Exculpation
The Operating Agreement provides for indemnification for all expenses, liabilities and losses reasonably incurred by any person by reason of the fact that such person is or was a member or is or was serving at the request of Greenlane Holdings, LLC as the manager, an officer, an employee or an agent of Greenlane Holdings, LLC; provided, however, that there will be no indemnification for actions made not in good faith or in a manner which the person did not reasonably believe to be in or not opposed to the best interests of Greenlane Holdings, LLC, or, with respect to any criminal action or proceeding other than by or in the right of Greenlane Holdings, LLC, where the person had reasonable cause to believe the conduct was unlawful, or for breaches of any representations, warranties or covenants by such person or its affiliates contained in the Operating Agreement or in other agreements with Greenlane Holdings, LLC.
| 22 |
We, as the manager, and our affiliates, will not be liable to Greenlane Holdings, LLC for damages incurred by any acts or omissions as the manager, provided that the acts or omissions of these exculpated persons are not the result of fraud, intentional misconduct, knowing violations of law, or breaches of the Operating Agreement or other agreement with Greenlane Holdings, LLC.
Tax Receivable Agreement
In connection with our initial public offering we entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Greenlane Holdings, LLC and each of the members of Greenlane Holdings, LLC. We expect to obtain an increase in our share of the tax basis of the assets of Greenlane Holdings, LLC when a member receives cash or shares of our Class A Common Stock in connection with a redemption or exchange of such member’s Common Units for Class A Common Stock or cash (such basis increase, the “Basis Adjustments”). We intend to treat such acquisition of Common Units as a direct purchase by us of Common Units or net capital assets from a member for U.S. federal income and other applicable tax purposes, regardless of whether such Common Units are surrendered by a member to Greenlane Holdings, LLC for redemption or sold to us upon the exercise of our election to acquire such Common Units directly. Basis Adjustments may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The Basis Adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
The Tax Receivable Agreement provides for the payment by us to such persons of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of the Transactions described above, including increases in the tax basis of the assets of Greenlane Holdings, LLC arising from such Transactions, and tax basis increases attributable to payments made under the Tax Receivable Agreement and deductions attributable to imputed interest and other payments of interest pursuant to the Tax Receivable Agreement. Greenlane Holdings, LLC will have in effect an election under Section 754 of the Code effective for each taxable year in which a redemption or exchange of Common Units for shares of our Class A Common Stock or cash occurs. These Tax Receivable Agreement payments are not conditioned upon any continued ownership interest in either Greenlane Holdings, LLC or us by any member. The rights of each member under the Tax Receivable Agreement are assignable by each member with our consent, which we may not unreasonably withhold, so long as the assignee joins as a party to the Tax Receivable Agreement. We expect to benefit from the remaining 15% of tax benefits, if any, that we may actually realize.
The actual Basis Adjustments, as well as any amounts paid to the members under the Tax Receivable Agreement, will vary depending on a number of factors, including:
● the timing of any subsequent redemptions or exchanges — for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Greenlane Holdings, LLC at the time of each redemption or exchange;
● the price of shares of our Class A Common Stock at the time of redemptions or exchanges — the Basis Adjustments, as well as any related increase in any tax deductions, is directly related to the price of shares of our Class A Common Stock at the time of each redemption or exchange;
● the extent to which such redemptions or exchanges are taxable — if a redemption or exchange is not taxable for any reason, increased tax deductions will not be available; and
● the amount and timing of our income — the Tax Receivable Agreement generally will require us to pay 85% of the tax benefits as and when those benefits are treated as realized under the terms of the Tax Receivable Agreement. If we do not have taxable income, we generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have been actually realized. However, any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be utilized to generate tax benefits in previous or future taxable years. The utilization of any such tax attributes will result in payments under the Tax Receivable Agreement.
| 23 |
For purposes of the Tax Receivable Agreement, cash savings in income and franchise tax are computed by comparing our actual income and franchise tax liability to the amount of such taxes that we would have been required to pay had there been no Basis Adjustments and had the Tax Receivable Agreement not been entered into. The Tax Receivable Agreement generally applies to each of our taxable years, beginning with the first taxable year ending after the completion of this offering. There is no maximum term for the Tax Receivable Agreement; however, the Tax Receivable Agreement may be terminated by us pursuant to an early termination procedure that requires us to pay the members an agreed upon amount equal to the estimated present value of the remaining payments to be made under the agreement (calculated based on certain assumptions, including regarding tax rates and utilization of the Basis Adjustments).
The payment obligations under the Tax Receivable Agreement are obligations of our company and not of Greenlane Holdings, LLC. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we may be required to make to the members could be substantial. Any payments made by us to members under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Greenlane Holdings, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us.
Decisions made by us in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by a member under the Tax Receivable Agreement. For example, the earlier disposition of assets following a transaction that results in a Basis Adjustment will generally accelerate payments under the Tax Receivable Agreement and increase the present value of such payments.
The Tax Receivable Agreement provides that if (i) we materially breach any of our material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, or (iii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement would accelerate and become due and payable, based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.
As a result, (i) we could be required to make cash payments to the members that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement, and (ii) if we elect to terminate the Tax Receivable Agreement early, we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a material adverse effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.
Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. If any such position is subject to a challenge by a taxing authority the outcome of which would reasonably be expected to materially affect a recipient’s payments under the Tax Receivable Agreement, then we will not be permitted to settle or fail to contest such challenge without the consent (not to be unreasonably withheld or delayed) of each member that directly or indirectly owns at least 10% of the outstanding Common Units. We will not be reimbursed for any cash payments previously made to any member pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and ultimately disallowed. Instead, in such circumstances, any excess cash payments made by us to a member will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to the members for a number of years following the initial time of such payment and, if our tax reporting positions are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.
Payments are generally due under the Tax Receivable Agreement within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of LIBOR plus 100 basis points from the due date (without extensions) of such tax return. Any late payments that may be made under the Tax Receivable Agreement will continue to accrue interest at LIBOR plus 500 basis points until such payments are made, including any late payments that we may subsequently make because we did not have enough available cash to satisfy our payment obligations at the time at which they originally arose.
Indemnification Agreements
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the laws of the State of Delaware in effect from time to time, subject to certain exceptions contained in our Bylaws. In addition, our Charter provides that our directors will not be personally liable to us or our stockholders for any damages other than for breaches of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law.
We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the laws of the State of Delaware in effect from time to time, subject to certain exceptions contained in those agreements.
There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or officer.
| 24 |
PROPOSAL 1: ELECTION OF DIRECTORS
The Board is currently comprised of five directors, all of whom have terms expiring at the Annual Meeting. The nominees, all of whom are currently serving as directors of the Company, have been recommended by the Board for re-election to serve as directors for one-year terms until the 2026 Annual Meeting and until their successors are duly elected and qualify. Based on its review of the relationships between the director nominees and the Company, the Board has affirmatively determined that the following directors are, or would be considered “independent” directors under the listing requirements of Nasdaq and under applicable rules of the SEC: Bruce Linton, William Levy and Donald Hunter.
The Board knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board may also, as permitted by our Bylaws, decrease the size of the Board.
Nominees for Election for a One-Year Term Expiring at the 2026 Annual Meeting
The following table sets forth the name and age of each nominee for director, indicating all positions and offices with us currently held by the director.
| Name | Age(1) | Title | Director Since | |||
| Barbara Sher | 58 | Chief Executive Officer | 2025 | |||
| Donald Hunter | 68 | Chairman of the Board of Directors | 2021 | |||
| Bruce Linton | 59 | Independent Director | 2025 | |||
| William Levy | 44 | Independent Director | 2025 | |||
| Michael C. Howe | 73 | Independent Director | 2025 |
(1) Age as of the Record Date.
Set forth below are descriptions of the backgrounds and principal occupations of each of our directors, and the period during which he or she has served as a director.
Barbara Sher: Ms. Sher has previously served as Greenlane Holdings, Inc.’s Chief Operations Officer beginning in November 2023 and was appointed Chief Executive Officer in May 2024. She brings over 20 years of experience in senior executive roles at both large and small and public and private companies. Ms. Sher has served as SVP of Customer Experience at the Company since June 2022, and previously served as Senior Vice President of Retail Sales at Newfold Digital, Inc., Vice President of Business Development at Newfold Digital, Inc., and as Vice President of Business Development at Web.com. Ms. Sher received her MBA from Seton Hall University and her B.A. in communications from The College of New Jersey. We believe that Ms. Sher is qualified to serve as a member of the Board because of her extensive business background and experience in prior senior executive roles.
| 25 |
Donald Hunter: Mr. Hunter has served as a director since the merger with KushCo in August 2021 and previously served as a director of KushCo from February 2018 until the closing of the merger. Mr. Hunter served as principal at Donald Hunter, LLC, a consulting practice that assists private equity firms and entrepreneurs to enhance the value of their technology companies from 2007 to 2021. He previously served as Chief Operating Officer and Chief Financial Officer of Harbor Global Company Limited, a publicly traded investment management, natural resources, and real-estate company from 2000 through 2006, and as a senior executive at The Pioneer Group, Inc. from 1988 through 2000, with responsibility for international start-up companies. Mr. Hunter began his career at the General Electric Company, where he was a member of the corporate audit staff and a graduate of its Financial Management Training Program. From 2013 to 2022, Mr. Hunter served as a member of the board of directors of The LGL Group, Inc. (“LGL”), an NYSE-listed frequency and spectrum control engineering and manufacturing company, and also serves as the Chairman of the LGL Audit Committee and a member of its Nominating Committee, and formerly served on its Compensation Committee. Previously, Mr. Hunter served as a member of the board of directors, Chairman of the Audit Committee and member of the Nominating Committee of Juniper Pharmaceuticals, a Nasdaq-listed specialty pharmaceuticals company, from March 2014 through March 2016, and a member of the board of directors of LICT Corporation, a holding company with subsidiaries in telecommunications and multimedia, from June 2014 through June 2015. Mr. Hunter qualifies as a financial expert under the applicable rules of the SEC and is an active member of the National Association of Corporate Directors. He holds a Bachelor of Science, magna cum laude, and an MBA with high honors from Boston University. Mr. Hunter’s more than 25 years of public company experience and knowledge of corporate governance, SEC reporting, internal controls, international operations and mergers and acquisitions matters led to his appointment as director. We believe that Mr. Hunter is qualified to serve as a member of the Board because of his extensive business background.
Bruce Linton: Mr. Linton currently serves as Advisor and Chairman of the Advisory Committee of Red Light Holland Corp., a psychedelic wellness company, Director of Canadian Olympic Foundation, a non-profit supporting Team Canada programs, and serves on the Executive Committee of Ottawa Hospital Foundation, a non-profit organization support healthcare and medical research. From 2022 until 2024, Mr. Linton previously served as Director of Melodiol Global Health Ltd., a health and wellness company. Mr. Linton also previously served as the Non-Executive Chairman of Óskare Capital, a life sciences venture capital firm from 2020-2022, as Director of Mind Medicine, a medicinal biotech company from 2019-2021, as Executive Chairman of Gage Growth Corp, a medical cannabis technology innovation company from 2019-2021, as Chief Executive Officer and Chairman of Collective Growth Corp., a technology and cannabis driven SPAC from 2019-2021, and as Co-Chairman and former Chief Executive Officer of Martello Technologies Group Inc. from 2013-2023. Mr. Linton is also the Founder and former Chairman and Chief Executive Officer of Canopy Growth Corporation, the first federally regulated cannabis producer on the New York Stock Exchange. Mr. Linton brings to the Board extensive experience in corporate strategy, governance and scaling organizations in policy-driven industries.
William Levy: Mr. Levy currently serves as the Chief Executive Officer and Director of WP Labs Inc., a consumer and business software development company with direct oversight of corporate management, product development, and business operations. Mr. Levy previously co-founded Virgin Gaming, an esports platform, SLANG WORLDWIDE INC., a leading cannabis consumer packaged goods company and Frequency Advisors, Inc., a corporate strategy and advisory services firm for technology and consumer-goods clients. Since 2020, Mr. Levy has also served as the Chief Executive Officer and Director of Frequency Advisors. Until 2020, Mr. Levy served as the President of SLANG WORLDWIDE INC. Mr. Levy brings to the Board extensive experience in leadership, strategy, corporate governance and technology.
Michael C. Howe: Mr. Howe has a proven track record of leading and building successful consumer focused businesses across several different business sectors including consumer goods, fast food restaurants, SaaS products, and innovative healthcare companies such as MinuteClinic. During his career he has held leadership positions in organizations such as Procter & Gamble, PepsiCo, and Arby’s. Michael is one of the four founders of The Good Clinic brand and served as the Chief Executive Officer leading the development of the branding foundation and the initial expansion. His healthcare leadership and expertise in creating innovative consumer focused brands was most effectively demonstrated in his leadership of the MinuteClinic brand, the first consumer / retail focused healthcare brand innovation. Mr. Howe joined MinuteClinic in June 2005 as the brand struggled to define a clear national expansion strategy. At that time the company had established 19 clinics in two markets. Within 15 months Mr. Howe added more than 100 clinics in 13 markets and facilitated the sale of the company to CVS in September 2006, which delivered a nearly sixfold return for investors. He stayed with CVS as CEO of MinuteClinic for 2 additional years leading the national expansion from the original 19 clinics to more than 530. After leaving CVS in September of 2008, Mr. Howe focused on supporting start up and early-stage companies in their expansion processes, as an angel investor, board member, and executive leading 11 groups to a successful financial exit. His areas of focus for include branding, marketing, site development, and operational leadership and organizational development. He earned both his accounting and business degrees from the University of Minnesota, Duluth after serving 4 years in the U.S. Air Force. We believe that Mr. Howe is qualified to serve as a member of the Board because of his extensive business background.
Vote Required and Recommendation
In connection with uncontested elections in which the number of directors nominees equals the number of directors to be elected, directors are elected by the affirmative vote of the majority of votes cast by holders of Class A Common Stock once a quorum has been established, which means that the director nominee much receive more “for” votes than “against” votes for his or her election. The election of directors at the 2025 Annual Meeting is uncontested. If any director nominee is not elected by such majority voting standard, the director must submit an irrevocable resignation, contingent on the acceptance of that resignation by the Board. There is no cumulative voting in the election of directors. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET
FORTH ABOVE.
| 26 |
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board, which is composed entirely of independent directors, has appointed PKF as our independent registered public accounting firm for the fiscal year ending December 31, 2025. After careful consideration of the matter and in recognition of the importance of this matter to our stockholders, the Board has determined that it is in the best interests of the Company and our stockholders to seek the ratification by our stockholders of our Audit Committee’s selection of our independent registered public accounting firm. A representative of PKF will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Vote Required and Recommendation
The affirmative vote of the holders of a majority of all the votes cast by holders of Class A Common Stock at the Annual Meeting with respect to the matter is necessary for the approval of the ratification of the appointment of PKF as our independent registered public accounting firm for the fiscal year ending December 31, 2025. For purposes of the vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote. Even if the appointment of PKF as our independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine such a change would be in our and our stockholders’ best interests. In the event that the appointment of PKF is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm, but will not be required to appoint a different firm.
THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF PKF O’CONNOR DAVIES, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
Audit and Non-Audit Fees for 2024 and 2023
The following table presents fees for professional services rendered by Marcum for the years ended December 31, 2024, and 2023:
| Year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Audit Fees - Marcum | $ | 475,010 | $ | 528,815 | ||||
| Audit Fees PKF O’Connor Davies LLP | 25,000 | — | ||||||
| Audit-Related Fees | $ | — | $ | — | ||||
| Tax Fees | $ | — | $ | — | ||||
| All Other Fees | $ | — | $ | — | ||||
Pre-Approval Policies and Procedures
The Audit Committee’s policy is to review and pre-approve, either pursuant to the Company’s Audit and Non-Audit Services Pre-Approval Policy (the “Pre-Approval Policy”) or through a separate pre-approval by the Audit Committee, any engagement of the Company’s independent auditor to provide any audit-related and non-audit services to the Company. Pursuant to the Pre-Approval Policy, which the Audit Committee reviews and reassesses periodically, a list of specific services within certain categories of services, including audit, audit-related and tax services, are specifically pre-approved for the upcoming or current fiscal year, subject to an aggregate maximum annual fee payable by us for each category of pre-approved services. Any service that is not included in the approved list of services must be separately pre-approved by the Audit Committee. In addition, the Audit Committee may delegate authority to its chairperson to pre-approve engagements for the performance of audit-related and non-audit services. Additionally, all audit-related and non-audit services in excess of the pre-approved fee level, whether or not included on the pre-approved list of services, must be separately pre-approved by the Audit Committee. The Audit Committee has delegated authority to its chairperson to pre-approve engagements for the performance of audit and non-audit services, for which the estimated cost for such services shall not exceed $100,000 in the aggregate for any calendar year. The chairperson must report all pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement.
Our Board of Directors as a whole pre-approves all services provided by PKF O’Connor Davies, LLP. For any non-audit or non-audit related services, the Board of Directors must conclude that such services are compatible with the independence as our auditors.
| 27 |
PROPOSAL 3: APPROVAL OF INCREASE AND AMENDMENT TO 2019 EQUITY INCENTIVE PLAN
THE BOARD RECOMMENDS A VOTE “FOR” THE INCREASE AND AMENDMENT TO 2019 EQUITY INCENTIVE PLAN
At the Annual Meeting, stockholders will be asked to approve an amendment (the “Amendment”) of the 2019 Equity Incentive Plan, which was adopted, subject to stockholder approval, by the Board on November 20, 2024. The only substantive changes implemented by the Amendment are as follows:
● Increase in Aggregate Share Limit. The Amendment authorizes a [_____] share increase in the number of shares our Class A Common Stock available for future award grants under the 2019 Equity Incentive Plan to an aggregate of 3,000,000 shares, as of the record date. The [_____] share increase represents approximately [__]% of the combined total of the outstanding shares of our Class A Common Stock as of the Record Date.
If stockholders approve this proposal, the Amendment to the 2019 Equity Incentive Plan will become effective immediately. If the Amendment is not approved by our stockholders, the 2019 Equity Incentive Plan will remain in place and the Amendment will not become effective.
Background of the Amendment
The 2019 Equity Incentive Plan was initially adopted by the Board and approved by our Class A stockholders on April 17, 2019 (the “Original Equity Incentive Plan”). The Board approved the amendment and restatement of the Original Equity Incentive Plan on March 30, 2021 subject to the approval of Class A stockholders (the “First Amendment and Restatement”). The First Amendment and Restatement was approved by Class A stockholders on August 26, 2021 in connection with the approval of the merger with KushCo and increased the number of shares available for issuance under the 2019 Equity Incentive Plan by 1,300 shares to an aggregate total of 2,864 shares of Class A Common Stock.
The Board approved the amendment and restatement of the First Amendment and Restatement of the Original Equity Incentive Plan on June 15, 2022, subject to the approval of Class A stockholders (the “Second Amendment and Restatement”). The Second Amendment and Restatement was approved by Class A stockholders on August 4, 2022 and increased the number of shares available for issuance under the 2019 Equity Incentive Plan by 7,137 to an aggregate total of 10,000 shares of Class A Common Stock. The Third Amendment and Restatement was approved by Class A stockholders on August 4, 2022, and increased the number of shares available for issuance under the 2019 Equity Incentive Plan by 19,078 to an aggregate total of 29,078 shares of Class A Common Stock.
Due to issuance of our Class A Common Stock during the past two years, at a rate in excess of what was anticipated when the Board requested shareholders approve an increase in the aggregate number of shares available for issuance under the 2019 Equity Incentive Plan last year and this better comports with our capital structure which includes the existence and likely exercise of pre-funded warrants.
In order to continue to recruit and retain the quality directors, officers, employees and service providers needed to move the Company’s business forward, the Board approved the additional share authority requested under the Third Amendment and Restatement and recommends that Class A stockholders vote in favor of this proposal.
During the period commencing upon the completion of our initial public offering on April 17, 2019 through April 26, 2023, an aggregate of 338 shares of Class A Common Stock were granted and remain outstanding under the 2019 Equity Incentive Plan, after giving effect to forfeitures of shares to the Company. Accordingly, as of the date of this Proxy Statement, only 28,740 shares of Class A Common Stock are available for future issuance under the 2019 Equity Incentive Plan.
Discussion of the Increase in Aggregate Share Limit
The Board approved the additional share authority requested under the Amendment based on its belief that the number of shares currently available under the 2019 Equity Incentive Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives. The Board believes that the ability to grant equity awards is a necessary and powerful recruiting and retention tool for the Company to obtain the quality directors, officers, employees and service providers it needs to move its business forward.
| 28 |
The Compensation Committee (which administers the 2019 Equity Incentive Plan) recognizes its responsibility to strike a balance between stockholder concerns regarding the potential dilutive effect of equity awards and the ability to attract, retain and reward directors, officers and employees whose contributions are critical to the long-term success of the Company. While share usage may vary based on a variety of factors, the Compensation Committee anticipates that the additional shares requested will fund the equity compensation program through the end of the fiscal year ending December 31, 2025. The closing price of our Class A Common Stock on December [__], 2025, was $[__] per share.
The Compensation Committee believes that stockholder approval of the increase in the shares authorized under the 2019 Equity Incentive Plan is necessary for the Company to offer a competitive equity incentive program. The 2019 Equity Incentive Plan is the Company’s only active equity incentive plan and the current number of shares remaining available for grant is insufficient to provide any meaningful recruitment or retention benefit to prospective or current directors, officers and employees. If stockholders do not approve the proposed increase in shares authorized under the 2019 Equity Incentive Plan, the Company likely will be precluded from successfully attracting and retaining the best possible talent.
Discussion of the Previously Approved Evergreen Provision
This Evergreen Provision allows for the replenishment of the 2019 Equity Incentive Plan share pool without the requirement for the Company to submit a proposal to stockholders to increase the size of the share pool each year. If this Proposal is approved, based upon the number of shares outstanding as of the Record Date it is estimated that approximately [______] shares will be added to the 2019 Equity Incentive Plan share pool.
The Evergreen Provision is set forth in substantially the form below:
“Evergreen Provision. The Share Reserve will automatically increase, to an amount equal to 15% of the total number of shares of Stock outstanding.
| 29 |
Consequences to the Company
There are no federal income tax consequences to the Company by reason of the grant of ISOs or NSOs or the exercise of an ISO (other than disqualifying dispositions).
At the time the optionholder recognizes ordinary income from the exercise of an NSO, we will be entitled to a federal income tax deduction in the amount of the ordinary income so recognized (as described above), provided that we satisfy our tax reporting obligations. To the extent the optionholder recognizes ordinary income by reason of a disqualifying disposition of the stock acquired upon exercise of an ISO, we will be entitled to a corresponding deduction in the year in which the disposition occurs.
We will be required to report to the Internal Revenue Service any ordinary income recognized by any optionholder by reason of the exercise of an NSO or upon a disqualifying disposition of an ISO. We will be required to withhold income and employment taxes (and pay the employer’s share of employment taxes) with respect to ordinary income recognized by employee optionholders upon the exercise of an NSO, but not upon a disqualifying disposition of an ISO.
The foregoing discussion is not a complete description of the federal income tax aspects of awards granted under the Amended Plan. In addition, administrative and judicial interpretations of the application of the federal income tax laws are subject to change. Furthermore, the foregoing discussion does not address state or local tax consequences.
Vote Required and Recommendation
The affirmative vote of the holders of a majority of all the votes cast by holders of Class A Common Stock at the Annual Meeting with respect to the matter is necessary for the approval of the Amendment. For purposes of the vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote.
THE BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT AND INCREASE TO THE GREENLANE HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN.
| 30 |
PROPOSAL 4: FINANCING PROPOSAL
At the Annual Meeting, stockholders will be asked to approve the issuance of common stock, pre-funded warrants and shares of common stock upon the exercise of pre-funded warrants issued pursuant to subscription agreements between certain accredited or institutional investors and us related to the issuance of such securities (the “Financing Proposal”).
If stockholders approve this proposal, the pre-funded warrants will be automatically exercised into shares of common stock on a cashless basis as of the date of the Annual Meeting, subject to beneficial ownership limitations contained therein. If the Amendment is not approved by our stockholders, pre-funded warrants will not be exercised into shares of common stock.
Background
On October 20, 2025, we entered into subscription agreements (as amended, each a “Subscription Agreement” and collectively the “Subscription Agreements”) with certain institutional and accredited investors (each, an “Investor” and collectively, the “Investors”), pursuant to which we issued and sold to the Investors, in a private placement (the “Offering”) (a) 3,328,012 shares of common stock (the “Common Stock”) and (b) pre-funded warrants (the “Pre-Funded Warrants”) to acquire in the aggregate up to 25,294,068 shares of common stock. The purchase price for the Common Stock was $3.84 per share, based on the latest closing price of our common stock on the Nasdaq Capital Market. The purchase price for the Pre-Funded Warrants was equal to $3.83 per Pre-Funded Warrant and included (a) 9,789,166 of Pre-Funded Warrants purchased in cash or USDT/USDC and (b) 15,504,902 Pre-Funded Warrants subscribed for in BERA at a value of $1.9477 per BERA (based on the seven day trailing volume-weighted average price (VWAP) using Binance 1-hour Kline data), or $0.9836 per BERA in the case of the Berachain Foundation.
Of the total $96.9 million purchase price for the Pre-Funded Warrants, approximately $25.6 million was paid in cash, $12.0 million was paid in the cryptocurrency stablecoin commonly referred to as USDC (“USDC”), based on a purchase price of $1.00 per USDC, and $59.4 million was paid in the native cryptocurrency of the Berachain blockchain, referred to as BERA (“BERA”), which was valued for purpose of such payment at $1.9477 (based on the seven day trailing VWAP using Binance 1-hour Kline data), or $0.9836 in the case of the Berachain Foundation (representing a 49.5% discount). Such Pre-Funded Warrants issued in consideration for BERA are referred to herein as the “Cryptocurrency Pre-Funded Warrants”.
We received net cash proceeds of approximately $102.9 million from the Offering and we intend to use $3.0 million of proceeds in connection with historical operations of the Company. The remaining net proceeds will be used to fund the acquisition of BERA and the establishment of the Company’s BERA treasury operations, as well as for working capital and general corporate purposes.
Pre-Funded Warrants
The Pre-Funded Warrants issued in the Offering are exercisable to purchase an aggregate of 25,298,068 shares of common stock (the “Pre-Funded Warrant Shares”) at an exercise price of $0.01 per share. The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise, will not be exercisable until approval of this proposal by our stockholders at the Annual Meeting and will not expire until the date the Pre-Funded Warrants are fully exercised. The exercise price of the Pre-Funded Warrants is subject to adjustment for stock dividends, stock splits, recapitalizations and the like. A holder (together with its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that the holder would own more than a specified percentage of our outstanding common stock immediately after exercise (the “Beneficial Ownership Limitation”), with such percentage being 4.99% or 9.99%, as the case may be, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Pre-Funded Warrants. However, in no event may the Beneficial Ownership Limitation exceed 19.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Pre-Funded Warrants held by the Investor. In addition, if our stockholders approve this proposal, subject to any Beneficial Ownership Limitations, the Pre-Funded Warrants will be automatically exercised on a cashless basis on the date of the Annual Meeting. Therefore, if our stockholders approve this proposal at the Annual Meeting, on the date of the Annual Meeting, all 25,298,068 Pre-Funded Warrant Shares would be issued, subject to reductions to give effect to the Beneficial Ownership Limitations that would limit any holder from acquiring more than 4.99% or 9.99%, as the case may be, of our outstanding common stock after giving effect to such automatic exercise.
| 31 |
Subscription Agreements
The Subscription Agreements contained representations and warranties of us and the Investors, which are typical for transactions of this type. The Subscription Agreements also obligated us to indemnify the Investors and various related parties for certain losses including those resulting from (i) any misrepresentation or breach of any representation or warranty made by us, (ii) any breach of any obligation of ours, and (iii) certain claims by third parties. In addition, the Subscription Agreements contained customary covenants on our part that are typical for transactions similar to the Offering, as well as the following additional covenants:
| i. | we agreed that, effective upon the closing of the Offering, we will adopt a treasury policy under which our treasury reserve assets will consist of (i) cash and cash equivalents and short-term investments (“Cash Assets”) that exceed working capital requirements and (ii) BERA that will serve as our primary treasury reserve asset on an ongoing basis, subject to market conditions and anticipated needs of the business for Cash Assets and oversight by the Digital Assets Committee (as defined below) of the Company’s Board; |
| ii. | we agreed to use our commercially reasonable efforts to hold a stockholder meeting, at which we would solicit our stockholders’ affirmative vote for approval of our issuance of the Pre-Funded Warrant Shares in accordance with the applicable law and rules and regulations of Nasdaq. The vote by our stockholders at the Annual Meeting is intended to satisfy our obligations with respect to this covenant; and |
| iii. | we agreed that, following receipt of stockholder approval of this proposal at the Annual Meeting, we will take all necessary corporate action such that (a) the authorized size of the Board shall be six (6) members, (b) Polychain Capital LP shall have appointed two (2) individuals to the Board at Closing and two (2) individuals designated by Polychain Capital LP shall be appointed to the Board following and subject to stockholder approval (collectively, the “New Directors”), (c) the Board shall have established a Digital Assets Committee, which committee shall be comprised solely of the New Directors and will be chaired by a New Director, (d) certain of the New Directors will be appointed as members of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee of the Board, as designated by Polychain Capital LP, and (e) an individual designated by Polychain Capital LP shall have been appointed as our Chief Investment Officer. |
Advisory Agreements
In connection with the Offering, on October 23, 2025, we entered into strategic advisory agreements (the “Advisory Agreements”) with Polychain Capital LP and certain other of our advisors (each an “Advisor” and collectively, the “Advisors”), pursuant to which the Advisors will provide certain consulting, strategy, and business development services to us related to our establishment of a treasury function in certain non-security cryptocurrencies, including BERA. Pursuant to the Advisory Agreements, if our stockholders approve Proposal Two (the Advisory Compensation Proposal), we will issue to certain of the Advisors warrants to purchase up to an aggregate of 5,264,757 shares of common stock for a purchase price of $0.01 per share (the “Advisory Warrants”), with each warrant exercisable only upon receipt of stockholder approval of Proposal Two at the Annual Meeting and subject to vesting, forfeiture, and such other terms as set forth therein. The shares of common stock issuable upon exercise of the Advisory Warrants are referred to herein as the “Advisory Warrant Shares.” Each of the Advisory Warrants expires ten years from the date of issuance.
Placement Agency Agreement
In connection with the Offering, we entered into a Placement Agency Agreement, dated as of October 20, 2025 (the “Agency Agreement”) with Aegis Capital Corp., as placement agent (the “Placement Agent”), for the Offering. Pursuant to the Agency Agreement, we (i) paid to the Placement Agent a cash fee in the amount of $5.0 million and (ii) paid a placement commission to the Placement Agent of 2.0% for Offering (or 1.0% placement commission for any investors introduced by the Company, Polychain, Framework Ventures LP or the Berachain Foundation (or any affiliate of any of the foregoing) to the Placement Agent.
| 32 |
Why We are Seeking Stockholder Approval
Our common stock is listed on the Nasdaq Capital Market under the symbol “GNLN.” Because the common stock is listed on Nasdaq, we are subject to Nasdaq’s rules and regulations. Pursuant to Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if: (1) where, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash: (A) the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. As we consider BERA to be assets for purposes of Nasdaq Listing Rule 5635(a), stockholder approval of the Cryptocurrency Pre-Funded Warrant Shares is required under Nasdaq Listing Rule 5635(a).
Nasdaq Listing Rule 5635(d) requires stockholder approval prior to a transaction, other than a public offering, involving the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) which alone or together with sales by our officers, directors or substantial stockholders, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement.
As of October 20, 2025, immediately prior to the signing of the Subscription Agreements, there were 1,386,551 shares of our common stock outstanding. The aggregate number of shares of common stock underlying the Pre-Funded Warrants, equals 25,294,068 shares, representing 1,824.2% of the total number of outstanding shares of common stock immediately prior to the Offering. If the Pre-Funded Warrants were exercised on the closing date of the Offering, the aggregate number of shares issued on such date would also have represented in excess of 20% of the total number of outstanding shares of common stock immediately prior to the Offering. While the price per share of common stock in the Offering was equal to the Nasdaq Official Closing Price of the common stock immediately preceding the signing of the Subscription Agreements, which was $3.84 per share, it is possible that Nasdaq may deem the actual value of the USDC and the BERA that were delivered to us as consideration for the Pre-Funded Warrants in lieu of the cash purchase price to be less than the value ascribed by us and the Investors to such consideration.
In addition, Nasdaq Listing Rule 5635(c) generally requires us to obtain stockholder approval prior to issuance of securities when a stock option or purchase plan is established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which shares of common stock may be acquired by our officers, directors, employees or consultants. We believe the issuance or delivery of Advisory Warrants and Advisory Warrant Shares to Mr. Linton, Mr. Levy and Mr. Isenberg in the Offering should not be treated as equity compensation within the meaning of Rule 5635(c). However, it is possible Nasdaq may deem all or a portion of any arrangement as compensatory in nature, particularly in circumstances where the value deemed received by a listed company is less than the fair value of the securities issued. Accordingly, we are seeking the approval of our stockholders for the issuance of shares of the common stock to Mr. Linton, Mr. Levy and Mr. Isenberg in the Offering pursuant to Nasdaq Listing Rule 5635(c).
Finally, under the Nasdaq Listing Rule 5635(b), we are not permitted (without risk of delisting) to undertake a transaction that could result in a change in control of our company without seeking and obtaining separate stockholder approval. Nasdaq guidance indicates that a change of control would occur, subject to certain limited exceptions, if after a transaction an investor (or a group of investors) would hold 20% or more of a company’s then-outstanding shares of common stock or voting power, and such ownership or voting power would represent the company’s largest concentration of ownership or voting power. We are not required to obtain stockholder approval for the Offering under Nasdaq Listing Rule 5635(b) because no stockholder held more than 19.99% of the total outstanding shares of our common stock immediately after the Offering, and the Pre-Funded Warrants include the Beneficial Ownership Limitation. However, given the number of shares of common stock issuable upon the exercise of the Pre-Funded Warrants, and that, if our stockholders approve this proposal, Polychain Capital LP will have the right to nominate four of our directors, it is possible that Nasdaq may deem the Offering in its entirety to effect a change of control of our company.
| 33 |
Accordingly, as a result of the foregoing, the Subscription Agreements require us to use our commercially reasonable efforts to hold the Annual Meeting at the earliest practicable date, at which we would solicit our stockholders’ affirmative vote for approval of the issuance of the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Advisory Warrants, and the Advisory Warrant Shares in accordance with the applicable law and rules and regulations of Nasdaq.
In addition, if our stockholders do not approve this proposal at the Annual Meeting, we will be required to incur the costs of subsequent meetings of stockholders as we are obligated under the Subscription Agreements to call a stockholder meeting no less often than every 90 days following the date of the Annual Meeting and each subsequent meeting of stockholders thereafter at which this proposal is not approved to seek stockholder approval of this proposal until such approval is obtained.
Potential Adverse Effects of the Approval of this Proposal
If this proposal is approved, existing stockholders will suffer substantial dilution in their ownership interests in the future upon the issuance of the shares underlying the Pre-Funded Warrants in the Offering. Specifically, assuming that our stockholders approve this proposal, a total [______] shares of our common stock will, subject to the Beneficial Ownership Limitation, be automatically exercised for common stock. Assuming the Beneficial Ownership Limitation does not apply, holders of our common stock immediately prior to the Offering would hold approximately [___]% of our outstanding common stock and holders of the shares of our common stock issued upon exercise of the Pre-Funded Warrants would hold [__]% of our outstanding common stock.
Executive Officer and Director Interest
Other than the interests of Mr. Linton and Mr. Levy, each a member of our board of directors, and Mr. Isenberg, our Chief Investment Officer, each of whom were offered Advisory Warrants in the Offering, none of our directors and executive officers have any substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock.
Where You Can Find More Information about the Offering
The summaries above, together with the section entitled “Background,” summarize certain information relating to the Offering, but do not contain all of the information that is important to you. For a more complete understanding of the matters to be considered at the Annual Meeting, you should read carefully this entire Proxy Statement and the complete copies of the form of Subscription Agreement and the forms of the Pre-Funded Warrants and the Advisory Warrants, and the other exhibits that were filed with the Current Report on Form 8-K that we filed with the SEC on October 20, 2025 and the Current Report on Form 8-K that we filed with the SEC on October 27, 2025, which are incorporated herein by reference.
Vote Required and Board’s Recommendation
Approval of the Financing Proposal requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting, provided a quorum is present. For this purpose, abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on the outcome of the vote. Only votes “FOR” and “AGAINST” the proposal will be considered in determining whether the proposal has received the requisite affirmative vote. Brokerage firms do not have discretionary authority to vote shares held in street name on this proposal. If you do not provide your broker with voting instructions, your shares will not be voted on this matter, resulting in a broker non-vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal.
THE BOARD RECOMMENDS A VOTE “FOR” THE FINANCING PROPOSAL
| 34 |
PROPOSAL 5: ADVISORY COMPENSATION PROPOSAL
At the Annual Meeting, stockholders will be asked to approve the issuance of pre-funded warrants and shares of common stock upon the exercise of pre-funded warrants issued pursuant to advisory agreements entered into in connection with the aforementioned financing.
If stockholders approve this proposal, such pre-funded warrants will be automatically exercised into shares of common stock on a cashless basis as of the date of the Annual Meeting, subject to beneficial ownership limitations contained therein. If the Amendment is not approved by our stockholders, pre-funded warrants will not be exercised into shares of common stock.
Background
In connection with the Offering and the adoption of our digital asset treasury reserve strategy, and as disclosed in the Financing Proposal above, on October 23, 2025, we entered into the Advisory Agreements with the Advisors, pursuant to which the Advisors will provide certain consulting, strategy, and business development services to us related to our establishment of a treasury function in certain non-security cryptocurrencies, including BERA. Pursuant to the Advisory Agreements, if our stockholders approve this proposal, we will issue to the Advisors Advisory Warrants to purchase up to an aggregate of 5,264,757 shares, with each warrant exercisable only upon receipt of stockholder approval of this proposal at the Annual Meeting and subject to vesting, forfeiture, and such other terms as set forth therein. The Advisory Warrants will not be exercisable unless and until our stockholders approve the issuance of shares issuable upon exercise of the Advisory Warrants. Each of the Advisory Warrants expires ten years from the date of issuance. Each of the Advisory Warrants include a beneficial ownership limitation similar to the Beneficial Ownership Limitation included in the Pre-Funded Warrants, except that the beneficial ownership limitation percentage cannot be increased to greater than 19.99%.
Why We are Seeking Stockholder Approval
As our common stock is listed on Nasdaq, we are subject to Nasdaq’s rules and regulations. Nasdaq Listing Rule 5635(c) generally requires us to obtain stockholder approval prior to issuance of securities when a stock option or purchase plan is established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which shares of common stock may be acquired by our officers, directors, employees or consultants. We believe all of the Advisors would be classified as consultants under Nasdaq Listing Rule 5635(c). Accordingly, we are seeking the approval of our stockholders for the issuance the Advisory Warrant Shares issuable upon exercise of the Advisory Warrants pursuant to Nasdaq Listing Rule 5635(c).
In addition, if our stockholders do not approve this proposal at the Annual Meeting, we will be required to incur the costs of subsequent meetings of stockholders as we are obligated under the Subscription Agreements to call a stockholder meeting no less often than every ninety (90) days following the date of this Annual Meeting and each subsequent meeting of stockholders thereafter at which this proposal is not approved to seek stockholder approval of this proposal until such approval is obtained.
Potential Adverse Effects of the Approval of this Proposal
If this proposal is approved, existing stockholders will suffer substantial dilution in their ownership interests in the future upon the issuance of the Advisory Warrants. Specifically, assuming that our stockholders approve this proposal, a total 5,264,757 shares of our common stock could be issued pursuant to the exercise of the Advisory Warrants. Assuming the Beneficial Ownership Limitation does not apply to any of the Advisory Warrants, holders of our common stock immediately prior to the Offering would hold approximately [__]% of our outstanding common stock and holders of the Advisory Warrants would collectively hold [___]% of our outstanding common stock.
Executive Officer and Director Interest
Nasdaq Listing Rule 5635(c) generally requires us to obtain stockholder approval prior to issuance of securities when a stock option or purchase plan is established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which shares of common stock may be acquired by our officers, directors, employees or consultants. We believe the issuance or delivery of Advisory Warrants and Advisory Warrant Shares to Mr. Linton, Mr. Levy and Mr. Isenberg in the Offering should not be treated as equity compensation within the meaning of Rule 5635(c). However, it is possible Nasdaq may deem all or a portion of any arrangement as compensatory in nature, particularly in circumstances where the value deemed received by a listed company is less than the fair value of the securities issued. Accordingly, we are seeking the approval of our stockholders for the issuance of shares of the common stock to Mr. Linton, Mr. Levy and Mr. Isenberg in the Offering pursuant to Nasdaq Listing Rule 5635(c).
Vote Required and Board’s Recommendation
Approval of the Advisory Compensation Proposal requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting, provided a quorum is present. For this purpose, abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on the outcome of the vote. Only votes “FOR” and “AGAINST” the proposal will be considered in determining whether the proposal has received the requisite affirmative vote. Brokerage firms do not have discretionary authority to vote shares held in street name on this proposal. If you do not provide your broker with voting instructions, your shares will not be voted on this matter, resulting in a broker non-vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal.
THE BOARD RECOMMENDS A VOTE “FOR” THE ADVISORY COMPENSATION PROPOSAL
| 35 |
PROPOSAL 6: APPROVAL OF ADJOURNMENT PROPOSAL
Background of and Rationale for the Adjournment Proposal
The Board believes that if the number of shares of the Company’s common stock represented at the Annual Meeting and voting in favor of certain proposals is insufficient to approve such proposals, it is in the best interests of the Company and its stockholders to enable the Board to continue to solicit additional proxies.
Accordingly, we are asking stockholders to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in favor of Proposal 6 if there are insufficient votes to approve one or both of such proposals at the time of the Annual Meeting.
If the stockholders approve this proposal, we could adjourn or postpone the Annual Meeting and any reconvened session thereof to solicit additional proxies in favor of those proposals. Additionally, if the proxies received indicate that a majority of votes will be cast against one or both of the proposals, approval of this Adjournment Proposal would allow the Board to postpone a final vote and continue its solicitation efforts to seek additional favorable votes.
Vote Required
The affirmative vote of a majority of the votes cast by shares of Common Stock entitled to vote on this proposal is necessary for the approval to effect the Adjournment Proposal. For purposes of the vote on this proposal, abstentions and broker non-votes will have the same effect as a vote “AGAINST” this proposal.
Board Recommendation
THE BOARD RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.
| 36 |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Executive officers, directors and greater than 10% stockholders are required by the SEC to furnish us with copies of all Forms 3, 4 and 5 that they file.
Based on our review of the copies of such forms, and/or on written representations from the reporting persons that they were not required to file a Form 5 for the fiscal year, we believe that these filing requirements were satisfied by the reporting persons during the fiscal year ended December 31, 2024; except for [___].
Other Matters to Come Before the 2025 Annual Meeting
No other matters are to be presented for action at the Annual Meeting other than as set forth in this Proxy Statement. If other matters properly come before the meeting, however, the persons named in the accompanying proxy card will vote all proxies solicited by this Proxy Statement as recommended by the Board, or, if no such recommendation is given, in their own discretion.
Stockholder Proposals and Nominations for the 2026 Annual Meeting
Any stockholder proposal pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act, to be considered for inclusion in our proxy materials for the 2026 Annual Meeting must be in writing and received at our principal executive offices no later than [__], except as may otherwise be provided in Rule 14a-8.
In addition, any stockholder who wishes to propose a nominee to the Board or propose any other business to be considered by the stockholders (other than a stockholder proposal included in our proxy materials pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act) must comply with the advance notice provisions and other requirements of Section 1.10 of our Bylaws, which are on file with the SEC and may be obtained from our General Counsel upon request. These notice provisions require that nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders for the 2026 Annual Meeting must be received no earlier than [___] and no later than [___]. Any stockholder proposal received after [___] will be considered untimely.
Proxy Access Procedures for the 2026 Annual Meeting
In order to be eligible to require that the Company include an eligible shareholder nominee in the proxy materials for the 2026 annual meeting of shareholders pursuant to Section 1.11 of our Bylaws, an eligible stockholder must provide to the Company, in proper form and within the times specified, (i) a written notice expressly electing to have such shareholder nominee included in the Company’s proxy materials pursuant to Section 1.11 (a “Notice of Proxy Access Nomination”) and (ii) any updates or supplements to such Notice of Proxy Access Nomination. To be timely, the Notice of Proxy Access Nomination must be so delivered or mailed to and received at the principal executive offices of the Company not less than one hundred twenty (120) days ([____]) nor more than one hundred fifty (150) days ([____]) prior to the one-year anniversary of the date on which the Company first mailed its proxy materials for the 2026 Annual Meeting. Such notice should be sent to our General Counsel’s attention at our executive offices. Please refer to the full text of our advance notice bylaw provisions for additional information and requirements. Our Bylaws are on file with the SEC and may be obtained from our General Counsel upon request.
| 37 |
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for notices of annual meetings, proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a single notice of the annual meeting of stockholders, or copy of the proxy statement and annual report, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your bank or broker, and direct your written request to Greenlane Holdings, Inc. 1095 Broken Sound Parkway, Suite 100, Boca Raton, Florida 33487, Attention: General Counsel, or contact us by telephone at (877) 292-7660. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their bank or broker.
| By Order of the Board of Directors, | |
| /s/ Barbara Sher | |
| Barbara Sher | |
| Chief Executive Officer | |
| Boca Raton, Florida | |
| December [__], 2025 |
| 38 |
| A-1 |