Form 8-K

8-K — Greenlane Holdings, Inc.

Accession: 0001493152-26-023792

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001743745

SIC: 5099 (WHOLESALE-DURABLE GOODS, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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2026-05-15

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 15, 2026

GREENLANE

HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-38875

83-0806637

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

4800

N Federal Hwy, Suite B200

Boca

Raton FL

33431

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (877) 292-7660

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock, $0.01 par value per share

GNLN

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

May 15, 2026, Greenlane Holdings, Inc. (the “Company”) issued a press release announcing its financial results and

business highlights for the three months ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this

Current Report on Form 8-K.

The

information furnished pursuant to this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such

filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release, dated May 15, 2026.

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.

Date:

May 15, 2026

By:

/s/

Jason Hitchcock

Name:

Jason

Hitchcock

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

May

15, 2026

Greenlane

Reports First Quarter 2026 Financial Results

BERA

Holdings of 77.7 Million Units at Quarter-End; BERA-per-Share Increased Approximately 44% from Year-End

BOCA

RATON, Fla., May 15, 2026 (GLOBE NEWSWIRE) — Greenlane Holdings, Inc. (“Greenlane” or the “Company”) (Nasdaq:

GNLN), a publicly traded company with a digital asset treasury strategy focused on the acquisition, management, and strategic deployment

of BERA, the native token of the Berachain blockchain network, today reported its financial results for the first quarter ended March

31, 2026 (“first quarter 2026”).

Digital

Asset Treasury Strategy

October 2025, the Company adopted a digital asset treasury strategy (the “BERA Strategy”) focused on the acquisition, management,

and strategic deployment of BERA, the native token of the Berachain blockchain network, following the closing of a $110.7 million private

placement transaction (the “October 2025 private placement”). The Company’s treasury policy is overseen by the Board’s

Digital Asset Committee, and capital deployment under the BERA Strategy is governed by a disciplined approach aimed at increasing long-term

BERA-per-share. Additional information regarding the BERA Strategy and its component activities is set forth in the Company’s Annual

Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”).

During

the first quarter 2026, Greenlane deployed approximately $10.1 million into BERA and BERA-equivalent digital assets and approximately

$4.0 million into stablecoin-related protocol instruments. As of March 31, 2026, the Company held approximately 77.7 million units of

BERA (inclusive of BERA-equivalent tokens) at a cost basis of approximately $68.7 million and a fair value of approximately $34.2 million,

compared to approximately 51.7 million units of BERA at December 31, 2025. BERA-per-share increased to approximately 123 units of BERA

per Class A share at March 31, 2026, from approximately 86 units of BERA per Class A share at December 31, 2025, an increase of approximately

44%. The Company also recognized approximately $0.4 million of staking revenue from participation in Berachain’s Proof of Liquidity

(“PoL”) consensus mechanism.

During

the first quarter 2026, Greenlane Subsidiary Inc., a wholly-owned subsidiary of the Company, entered into a Token Purchase and Sale Agreement

and a Token Lending Agreement with Berachain Operations Corporation. Under the Token Lending Agreement, the Company may lend USDC and/or

USDT stablecoins to Berachain Operations Corporation to facilitate BERA acquisition activity under the Token Purchase and Sale Agreement,

pursuant to which the Company may request to purchase tranches of BERA tokens. Additional information regarding these arrangements is

included in the Company’s Quarterly Report on Form 10-Q.

Management

Commentary

“During

the first quarter of 2026, we advanced execution of our BERA Strategy, growing our holdings to approximately 77.7 million units of BERA

at quarter-end and increasing BERA-per-share by approximately 44%. Our results for the quarter also reflect approximately $2.3 million

of elevated, non-recurring legal, professional, and advisory costs associated with our recent strategic transition. We remain focused

on the disciplined execution of our BERA Strategy and on continued alignment of our cost base with the scale of our remaining operations.”

Jason

Hitchcock, Chief Executive Officer

First

Quarter 2026 Financial Highlights

Net

revenue for the first quarter 2026 was approximately $0.4 million, compared to approximately $1.5 million in the first quarter 2025,

which consisted entirely of legacy wholesale and distribution sales. First quarter 2026 net revenue included approximately $27 thousand

from the Wholesale and Distribution Segment and approximately $421 thousand of staking revenue from the Digital Asset Segment. The year-over-year

decrease was primarily attributable to lower legacy sales volume, partially offset by staking revenue generated from the BERA Strategy.

Loss

from operations was $(5.6) million, compared to $(3.5) million in the first quarter 2025. The 2026 period included approximately $2.3

million of elevated legal, professional, and advisory costs related to the Nasdaq Stock Market LLC (“Nasdaq”) compliance

and delisting appeal matters, reverse stock split activities, employment and compensation matters, legacy facility exits, and the termination

of the new facility lease, which are not expected to recur at the same level in future periods. The Company also recognized a non-cash

change in fair value of digital assets of $(12.9) million during the first quarter 2026, primarily driven by market fluctuations in the

price of BERA. Net loss attributable to Greenlane Holdings, Inc. was $(18.4) million, or $(4.49) per Class A share, compared to $(3.9)

million, or $(2.54) per Class A share, in the prior year period.

(in thousands)

Q1 2026

Change

vs.

Q1 2025

Revenue

$ 448

(70 )%

Gross profit

$ 217

(70 )%

Operating loss

$ (5,572 )

60 %

Change in fair value of digital assets

$ (12,869 )

N/A

Net loss attributable to Greenlane Holdings

$ (18,360 )

375 %

The

Company’s selected unaudited condensed consolidated financial statements are included as exhibits to this press release and should

be read together with the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026.

Subsequent

Events

Subsequent

to March 31, 2026, the Company had the following developments:

Reverse

Stock Split

April 6, 2026, the Company effected a one-for-eight reverse stock split of its issued and outstanding shares of Class A common stock.

All share and per share amounts presented herein reflect the impact of this reverse stock split and the Company’s prior one-for-seven-hundred-fifty

reverse stock split for all periods presented.

Regained

Nasdaq Listing Compliance

April 21, 2026, the Company received notice from Nasdaq confirming that the Company had regained compliance with the minimum bid price

requirement under Nasdaq Listing Rule 5550(a)(2) and is now in compliance with all applicable continued listing standards. As a result,

the Company’s hearing that had been scheduled for May 5, 2026, was cancelled, and this matter is now closed. The Company’s

Class A common stock will continue to be listed and traded on the Nasdaq Capital Market under the symbol “GNLN.”

Lock-up

Expirations

April 18, 2026, contractual lock-up agreements covering certain pre-funded warrants issued in connection with the October 2025 private

placement expired in accordance with their terms. In addition, on April 23, 2026, the operational lockup mechanism implemented in mid-February

2026 on a portion of the Company’s BERA holdings expired in accordance with its terms, making such BERA available for staking,

validator, and other Board-approved treasury activities under the BERA Strategy.

About

Greenlane

Founded

in 2005, Greenlane Holdings, Inc. (Nasdaq: GNLN) is a publicly traded company with a digital asset treasury strategy focused on the acquisition,

management, and strategic deployment of BERA, the native token of the Berachain blockchain network. The Company also operates a reduced-scale

wholesale and distribution business through an asset-light, drop-ship model. For more information, visit investor.gnln.com.

About

Berachain

is a decentralized, open-source, EVM-compatible layer-1 blockchain engineered for high throughput, low latency, and full compatibility

with Ethereum tooling, smart contracts, and infrastructure. Berachain utilizes a novel Proof of Liquidity consensus mechanism that integrates

network security with active liquidity provisioning. For more information, visit berachain.com.

Investor

Contact:

greenlane@icrinc.com

Website: www.gnln.com

Media

Contact

Kevin

McGrath

PCG Advisory

kevin@pcgadvisory.com

Forward-Looking

Statements

This

press release contains statements that constitute “forward-looking statements.” Forward-looking statements are statements

other than historical facts and include, without limitation, statements regarding progress and achievement of the Company’s goals

regarding BERA acquisition, staking, and validator participation; the development of the Berachain network ecosystem including business

adoption of the network; the long-term value of BERA; the Company’s ability to increase long-term BERA-per-share; continued growth

and advancement of the Company’s BERA Strategy and the applicable benefits to the Company; the Company’s ability to streamline

and reduce operating costs, including with respect to its legacy lifestyle accessories business; the expected impact and non-recurring

nature of certain legal, professional, and advisory costs incurred during the quarter; the Company’s ability to remain in compliance

with Nasdaq’s listing requirements; and other projections or statements of plans and objectives.

These

forward-looking statements are based on current expectations, estimates, assumptions, and projections, and involve known and unknown

risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause actual results, performance,

or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect actual results

include, among others, the Company’s ability to execute its growth strategy; its ability to raise and deploy capital effectively;

developments in technology and the competitive landscape; changes in the regulatory landscape applicable to digital assets, including

BERA; the market performance of BERA; and other risks and uncertainties described under “Risk Factors” in the Company’s

Annual Report on Form 10-K filed with the SEC on March 31, 2026, the Company’s Quarterly Report on Form 10-Q for the period ended

March 31, 2026, and in other subsequent filings with the SEC. These filings are available at www.sec.gov. The forward-looking statements

in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events, or otherwise, except as required by law.

Cautionary

Note Regarding Digital Assets

BERA

is a digital asset that is not legal tender, is not backed by any government or central bank, and may be subject to extreme price volatility,

regulatory uncertainty and technological risk. Investments in and exposures to digital assets such as BERA are highly speculative and

may result in the loss of all or a substantial portion of the invested capital. Statements about the Berachain protocol, its consensus

model, ecosystem projects, and fundraising are based on publicly available information and/or information provided by third parties.

The Company has not independently verified all such information and makes no representation as to its accuracy or completeness. Protocol

parameters and incentive mechanisms may change over time through governance or other processes. The Company’s activities involving

BERA and other digital assets may not be suitable for all investors and are subject to the risks described in the “Risk Factors”

in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2026, the Company’s Quarterly Report on Form

10-Q for the period ended March 31, 2026, and in other subsequent filings with the SEC. These filings are available at www.sec.gov.

EXHIBIT

GREENLANE

HOLDINGS, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(in

thousands, except share and per share amounts)

March 31, 2026

December 31, 2025

(unaudited)

ASSETS

Current assets

Cash and cash equivalents

$ 13,320

$ 32,513

Accounts receivable, net

883

1,572

Digital asset loan receivable

235

—

Stablecoin-related protocol instruments

3,999

—

Other current assets

1,533

2,001

Total current assets

19,970

36,086

Property and equipment, net

122

253

Operating lease right-of-use assets

—

144

Digital assets — BERA & BERA-equivalents

34,232

36,555

Other assets

1,892

1,893

Total assets

$ 56,216

$ 74,931

LIABILITIES

Current liabilities

Accounts payable

$ 5,347

$ 5,414

Accrued expenses and other current liabilities

789

1,627

Current portion of operating leases

—

166

Total current liabilities

6,136

7,207

Total liabilities

6,136

7,207

Commitments and contingencies

—

STOCKHOLDERS’ EQUITY

Preferred stock, $0.0001 par value, 10,000,000 authorized; none issued or outstanding

—

Class A common stock, $0.01 par value, 1,800,000,000 authorized; 629,946 and 603,696 shares issued and outstanding*

Class B common stock, $0.0001 par value, 30,000,000 authorized; none issued or outstanding*

—

Additional paid-in capital*

428,943

428,111

Accumulated deficit

(378,869 )

(360,509 )

Accumulated other comprehensive income

—

265

Total stockholders’ equity attributable to Greenlane Holdings, Inc.

50,080

67,873

Non-controlling interest

—

(149 )

Total stockholders’ equity

50,080

67,724

Total liabilities and stockholders’ equity

$ 56,216

$ 74,931

After giving effect to the Reverse Stock Splits.

EXHIBIT

GREENLANE

HOLDINGS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(in

thousands, except share and per share amounts)

Three

Months Ended March 31,

2026

2025

Net revenue

$ 448

$ 1,469

Cost of sales

231

748

Gross profit

217

721

Operating expenses:

Salaries, benefits and payroll taxes

1,434

1,267

Stock-based compensation — strategic advisory warrants

240

—

General and administrative

3,989

2,823

Depreciation and amortization

126

106

Total operating expenses

5,789

4,196

Loss from operations

(5,572 )

(3,475 )

Other income (expense), net:

Interest income (expense), net

(391 )

Change in fair value of digital assets

(12,869 )

—

Other income (expense), net

196

(1 )

Total other expense, net

(12,639 )

(392 )

Loss before income taxes

(18,211 )

(3,867 )

Provision for income taxes

—

Net loss

(18,211 )

(3,867 )

Less: Net income attributable to non-controlling interest

149

—

Net loss attributable to Greenlane Holdings, Inc.

$ (18,360 )

$ (3,867 )

Net loss attributable to Class A common stock per share — basic and diluted*

$ (4.49 )

$ (2.54 )

Weighted-average shares of Class A common stock outstanding — basic and diluted*

4,086,882

1,522,272

Other comprehensive income (loss):

Reclassification adjustment for foreign currency translation gain included in net loss

(265 )

—

Comprehensive loss attributable to Greenlane Holdings, Inc.

$ (18,625 )

$ (3,867 )

After giving effect to the Reverse Stock Splits.

EXHIBIT

GREENLANE

HOLDINGS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in

thousands)

Three

Months Ended March 31,

2026

2025

Cash Flows from Operating Activities:

Net loss

$ (18,211 )

$ (3,867 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

105

106

Strategic advisory warrants

240

—

Stock-based compensation

592

—

Realized foreign currency gain

(265 )

—

Non-cash staking revenue

(417 )

—

Write-off of vendor deposits and accrued liabilities

267

—

Change in fair value of digital assets

12,869

—

Accretion of debt discount

—

284

Provision for doubtful accounts

381

(12 )

Changes in operating assets and liabilities:

Accounts receivable

308

(625 )

Inventories

—

(99 )

Vendor deposits

—

374

Other current assets

468

(107 )

Accounts payable

(331 )

117

Accrued expenses and other liabilities

(836 )

516

Customer deposits

—

(132 )

Net cash used in operating activities

(4,830 )

(3,445 )

Cash Flows from Investing Activities:

Purchases of property and equipment, net

—

(16 )

Loan receivable (digital assets)

(235 )

—

Purchases of digital assets

(10,129 )

—

Purchases of stablecoin-related protocol instruments

(3,999 )

—

Net cash used in investing activities

(14,363 )

(16 )

Cash Flows from Financing Activities:

Proceeds from issuance of Class A common stock and warrants

—

19,036

Repayments of notes payable

—

(7,958 )

Net cash provided by financing activities

—

11,078

Net (decrease) increase in cash and cash equivalents

(19,193 )

7,617

Cash and cash equivalents, beginning of period

32,513

899

Cash and cash equivalents, end of period

$ 13,320

$ 8,516

Source:

Greenlane Holdings, Inc.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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