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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)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 31, 2024
GREENLANE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38875 |
|
83-0806637 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1095 Broken Sound Parkway Suite 100 |
|
|
Boca Raton FL |
|
33487 |
(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
Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Barbara Sher
On
December 31, 2024, the Board of Directors (the “Board”) of Greenlane Holdings, Inc (the “Company”) and its shareholders
appointed Barbara Sher as a member of the Board, effective immediately. She has no arrangement or understanding with any person pursuant
to which she was selected as a director of the Company.
Ms.
Sher has previously served as the Company’s Chief Operations Officer beginning in November 2023and 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
Appointment
of Michael C. Howe
On December 31, 2024, the Board of the Company and
its shareholders appointed Michael C. Howe as a member of the Board, effective immediately. He has no arrangement or understanding with
any person pursuant to which he was selected as a director of the Company.
Michael Howe. Mr. Howe is
a dynamic entrepreneur and leader with a proven track record of consumer business successes. From November 2018 to August 2019, he
co-developed The Good Clinic concept (TGC), an innovative primary care clinic brand. Michael sold the concept to Mitesco in Mar 2020
and served as CEO until Sept 2022. He bought the concept back from Mitesco in Dec 2023. He is now actively involved with First
Choice Healthcare Solutions to funded and expand the redesigned TGC. From January to present, Michael is serving as the independent
director for P1, and Indianapolis based, PE funded dental services organization. During this same time period, Michael has served as
executive coach for the entire Executive Leadership team of P1, a group of 8 executives ranging form VP to CEO and Founder. The
focus of these efforts are providing strategic, operational, and personal executive guidance to the eight individuals.
Michael’s entrepreneurial spirit, business acumen, and passion for developing others make him a standout figure in both the
corporate and community sectors. We believe that Mr. Howe is qualified to serve as a member of the Board because of his
extensive business background.
As a result of the voting results discussed below
and the fact that Mr. Donald Hunter now meets the definition of an “independent director”, the Company has three independent
directors. As of December 31, 2024, the audit committee now consists of Donald Hunter, Rena Persofsky and Michael Howe.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Annual Meeting was held on December 31, 2024. As of the close of business on November 25, 2024, the record date for the Annual Meeting,
there were 1,982,124 shares of Class A common stock.
Holders
of 770,733 shares of the Company’s Class A common stock were present in person or represented by proxy at the Annual Meeting. The
following are the voting results of the proposals submitted to Greenlane’s stockholders at the Annual Meeting:
Proposal
1: To elect the five individuals named in the proxy statement
Director Nominee | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
Donald Hunter | |
175,332 | |
16,266 | |
3,371 | |
575,736 |
Barbara Sher | |
170,588 | |
22,440 | |
1,969 | |
575,736 |
Renah Persofsky | |
173,362 | |
18,252 | |
3,383 | |
575,736 |
Aaron Locascio | |
175,601 | |
17,051 | |
2,345 | |
575,736 |
Michael C. Howe | |
177,294 | |
15,715 | |
1,988 | |
575,736 |
Proposal
2: To ratify the appointment of PKF O’Connor Davies, LLP as Greenlane’s independent registered public accounting firm
for Greenlane’s fiscal year ending December 31, 2024.
For | |
Against | |
Abstain |
747,948 | |
13,469 | |
9,316 |
Proposal
3: To approve and ratify an amendment to the 2019 Equity Incentive Plan, including the reservation of 317,568 shares of common
stock thereunder (the “2019 Equity Incentive Plan”).
For | |
Against | |
Abstain |
150,837 | |
38,268 | |
5,892 |
Proposal
4: To approve, in accordance with Nasdaq listing rule 5635(d), the amendment of the 2024 August Warrant (the “2024 August
Warrant”) to purchase common stock in connection with an offering, and sale of securities of the Company that was consummated on
August 13, 2024, to decrease the floor price provision in the event that the Company effects a Reverse Stock Split of its common stock
in the future (the “Reverse Split Floor Price Decrease Proposal”)
For | |
Against | |
Abstain | |
Broker Non-Votes |
109,871 | |
38,399 | |
46,727 | |
575,736 |
Proposal
5: To approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote
of proxies in the event there are not sufficient votes in favor of the 2019 Equity Incentive Plan Proposal and/or the Reverse Split
Floor Price Decrease Proposal (the “Adjournment Proposal”)
For | |
Against | |
Abstain | |
Broker Non-Votes |
622,462 | |
122,026 | |
26,245 | |
575,736 |
In
accordance with the Company’s proxy statement dated December 4, 2024, as amended, each of the five (5) proposals was approved.
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 6, 2025 |
By: |
/s/
Lana Reeve |
|
|
Lana
Reeve |
|
|
Chief
Financial and Legal Officer |
v3.24.4
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GREENLANE
HOLDINGS, INC.
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Entity Central Index Key |
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Entity Tax Identification Number |
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DE
|
Entity Address, Address Line One |
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|
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|
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