Item 1.01. Entry into a Material Definitive Agreement
On August 9, 2021,
Greenlane Holdings, Inc. (the “Company”) entered into securities purchase agreements (each a “Purchase
Agreement” and collectively, the “Purchase Agreements”) with certain accredited investors identified on the
signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell an aggregate
of 4,200,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common
Stock”), pre-funded warrants to purchase up to 5,926,583 shares of Common Stock (the “Pre-Funded Warrants”) and
warrants to purchase up to 6,075,950 shares of Common Stock (the “Standard Warrants” and, together with the
Pre-Funded Warrants, the “Warrants”), in a registered direct offering (the “Offering”). The Common Stock and
Warrants will be sold in Units (the “Units”), with each unit consisting of one share of Class A common stock or a
Pre-Funded Warrant and a Standard Warrant to purchase 0.6 of a share of Common Stock. The Units are being offered by the Company
pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-257654) filed with the Securities and
Exchange Commission (the “Commission”) on July 2, 2021 and declared effective on August 2, 2021 and a prospectus
supplement thereunder, dated August 9, 2021 and filed with the Commission on August 10, 2021. Subject to certain ownership
limitations, the Standard Warrants will be immediately exercisable at an exercise price equal to $3.55 per share of Common Stock.
The Standard Warrants are exercisable for five years from the date of issuance. Each Pre-Funded Warrant is exercisable for one Share
of Class A common stock at an exercise price of $0.01 and the Pre-Funded Warrants do not expire until exercised.
The purchase
price for a Unit that contains a share of Common Stock is $3.16 per Unit and the purchase price for a Unit that contains a Pre-Funded
Warrant is $3.15 per Unit. The closing of the Offering is expected to occur on August 11, 2021. The Company expects the aggregate gross
proceeds from the Offering to be approximately $32 million. The Company expects the aggregate net proceeds from the Offering, after deducting
the placement agent fees and other estimated offering expenses, to be approximately $29.9 million. The Company intends to use the net
proceeds from the offering to fund potential business acquisitions and for general corporate and working capital purposes, including costs
associated with the Company’s previously announced merger with KushCo Holdings, Inc.
The Purchase
Agreements contain customary representations, warranties and agreements by the Company and customary conditions to closing. Under the
Purchase Agreements, the Company has agreed, subject to certain exceptions, not to enter into any agreement to issue or announce the issuance
or proposed issuance of any Class A Common Stock or Class A common stock equivalents for a period of 60 days following the Offering.
A.G.P./Alliance
Global Partners (“A.G.P.”) is acting as placement agent for the Offering.
The Company
agreed to pay A.G.P. an aggregate cash fee equal to 6% of the aggregate gross proceeds raised in the Offering pursuant to a Placement
Agency Agreement entered into by the Company and A.G.P. on August 9, 2021 (the “Placement Agency Agreement”). The Company
also agreed to reimburse A.G.P. up to $35,000 for fees and expenses, including the fees and expenses of A.G.P.’s counsel.
The foregoing
summaries of the Standard Warrants, the Pre-Funded Warrants, the Purchase Agreements and the Placement Agency Agreement (the “Transaction
Documents”) do not purport to be complete and are qualified in their entirety by reference to the full texts of the form of Standard
Warrant, the form of Pre-Funded Warrant, the form of Purchase Agreement and the Placement Agency Agreement that are filed herewith as
Exhibits 4.1, 4.2, 10.1 and 10.2, respectively.
This Current
Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.