Greenlane Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On January 7, 2026, Greenlane Holdings, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Yorkville Securities, LLC (“Yorkville”) pursuant to which the Company may, from time to time, offer and sell shares (the “ATM Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), through or to Yorkville, acting as sales agent or principal (the “ATM Offering”). On January 7, 2026, the Company filed a prospectus supplement in connection with the ATM Offering for up to $5,355,687 shares of Common Stock (the “Prospectus Supplement”).
Subject to the terms and conditions of the Sales Agreement, Yorkville will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided Yorkville with customary indemnification and contribution rights, and Yorkville will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.
Sales of the ATM Shares, if any, under the Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement, subject to the terms and conditions therein.
This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
The Company Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-290085), which was filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2025, and declared effective by the (“SEC”) on September 12, 2025, including the base prospectus contained therein, and the Prospectus Supplement, relating to the offer and sale of the shares pursuant to the Sales Agreement.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Sichenzia Ross Ference Carmel LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
| Number | Description | |
| 1.1 | Sales Agreement, dated as of January 7, 2026, by and among Greenlane Holdings, Inc. and Yorkville Securities, LLC | |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 23.1 | Consent of Sichenzia Ross Ference Carmel LLP (included in the opinion filed as Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREENLANE HOLDINGS, INC. | ||
| Dated: January 13, 2026 | By: | /s/ Vanessa Guzmán-Clark |
| Vanessa Guzmán-Clark | ||
| Chief Financial Officer | ||