Form 8-K

8-K — Greenlane Holdings, Inc.

Accession: 0001493152-26-014352

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001743745

SIC: 5099 (WHOLESALE-DURABLE GOODS, NEC)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): March 31, 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

7.01. Regulation FD Disclosure.

March 31, 2026, Greenlane Holdings, Inc. issued a press release with respect to its fourth quarter and full year 2025 financial results.

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

The

information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01

and 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, and it shall not be deemed incorporated by reference in

any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except

as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release, dated March 31, 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:

March 31, 2026

By:

/s/

Jason Hitchcock

Name:

Jason Hitchcock

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Greenlane

Reports Fourth Quarter and Full Year 2025 Financial Results

Company

Completes Strategic Transition to Berachain-Focused Digital Asset Treasury

Boca

Raton, Florida – March 31, 2026 - Greenlane Holdings, Inc. (“Greenlane” or the “Company”) (Nasdaq:

GNLN), a publicly traded digital asset treasury company 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 fourth quarter and full year ended December

31, 2025.

Digital

Asset Treasury Strategy

October 2025, following the closing of a private placement that raised $110.7M in capital, Greenlane adopted a Treasury Policy and initiated

a strategic shift toward a digital asset treasury strategy focused on BERA, the native token of the Berachain blockchain network. This

strategy reflects the Company’s conviction in the long-term potential of the Berachain ecosystem and represents a fundamental reorientation

of the organization’s capital deployment and strategic focus.

The

Company’s digital asset treasury strategy consists of five core components: (1) Capital Deployment — acquiring BERA through

open market purchases and negotiated transactions; (2) Network Participation — participating in Proof of Liquidity (PoL) staking

and validator infrastructure; (3) Governance Participation — earning Berachain Governance Tokens (BGT); (4) Risk-Adjusted Yield

Participation — deploying capital into select decentralized finance (DeFi) protocols on the Berachain network; and (5) Capital

Allocation Discipline — evaluating and executing strategic initiatives that enhance shareholder value on a per-share basis.

of December 31, 2025, the Company held 51,659,912 units of BERA at a cost basis of $58.3M with a fair value of $36.6M. During fiscal

year 2025, the Company recognized a $31.1M loss on the change in fair value of its BERA holdings. In addition to its BERA holdings, the

Company held $22.6M in stablecoins (USDT and USDC) classified as cash equivalents on its balance sheet. As of December 31, 2025, the

Company had no outstanding debt and maintained $32.5M in cash and cash equivalents, providing substantial financial flexibility for continued

capital deployment and strategic initiatives.

March 3, 2026, the Company disclosed that, as of February 27, 2026, the Company held approximately 70.4 million units of BERA and had

deployed up to 50 million units of BERA into validator infrastructure across multiple operators.

Management

Commentary

“Fiscal

year 2025 marked a pivotal year for Greenlane as we initiated our Berachain-focused Digital Asset Treasury strategy and began deploying

capital into the ecosystem. We took deliberate steps to reposition the Company — acquiring BERA and participating in Proof of Liquidity

staking — while maintaining a disciplined approach to capital allocation and transparent reporting. These foundational actions

reflect our conviction in the long-term potential of Berachain and our commitment to building value for shareholders on a per-share basis.”

Jason

Hitchcock, Chief Executive Officer

Fourth

Quarter FY 2025 Financial Highlights

The

fourth quarter of fiscal year 2025 was a transformative period for Greenlane, encompassing the October 2025 initiation of the Company’s

Digital Asset Treasury strategy and the commencement of BERA acquisition activity. Q4 net revenue was approximately $1.4M, a decrease

of 18% from $1.7M in Q4 2024, reflecting the continued wind-down of legacy operations. Operating loss was $(38.6)M, compared to $(3.8)M

in Q4 2024, driven primarily by $18.6M in non-cash stock-based compensation related to strategic advisory warrants, presented as a separate

line item within operating expenses, and a $6.0M increase in compensation costs associated with the strategic transition. Net loss attributable

to Greenlane Holdings was $(69.6)M, compared to $(8.8)M in Q4 2024, reflecting the $31.1M change in fair value of digital assets recognized

entirely in the fourth quarter following the initial BERA acquisition.

(in thousands)

Q4 2025

% Change

vs. Q4 2024

Revenue

$ 1,361

-18 %

Gross profit (loss)

$ (8,085 )

N/M

Operating loss

$ (38,582 )

915 %

Change in fair value of digital assets

$ (31,147 )

N/A

Net loss

$ (69,565 )

693 %

2025 Financial Highlights

For

the year ended December 31, 2025, total net revenue was approximately $4.4M, compared to approximately $13.3M for the prior year, a decrease

of 67%, reflecting the Company’s strategic transition away from legacy wholesale and distribution operations. Gross loss was $(12.5)M,

compared to gross profit of $6.3M in the prior year, driven by a $6.3M inventory impairment recorded in connection with the wind-down

of warehouse operations. Net loss attributable to Greenlane Holdings was $(85.6)M, compared to $(17.6)M in the prior year, primarily

reflecting $31.1M in digital asset fair value losses, $18.6M in non-cash stock-based compensation related to strategic advisory warrants,

$4.8M in other stock-based compensation, and restructuring charges.

(in thousands)

FY 2025

% Change

vs. FY 2024

Revenue

$ 4,355

-67 %

Gross profit (loss)

$ (12,465 )

N/M

Operating loss

$ (54,246 )

359 %

Change in fair value of digital assets

$ (31,147 )

N/A

Net loss

$ (85,580 )

385 %

The

Company’s full financial statements, including the Consolidated Statements of Operations, Consolidated Balance Sheet, and Consolidated

Statements of Cash Flows, are included as exhibits to this press release and should be read in their entirety.

Subsequent

Events

Subsequent

to December 31, 2025, the following material developments have occurred:

Delisting

Notice

March 25, 2026, we received a notification letter from the Listing Qualifications Department of Nasdaq (the “Delisting Notice”),

notifying us that we were not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market

and its staff has determined to delist our securities pursuant to its discretionary authority under Listing Rule 5550(a)(2). Due to having

effected two reverse stock splits over the prior two-year period, we are not eligible for the 180-day period to regain compliance under

Rule 4810(c)(3)(A). Pursuant to the Delisting Notice, we plan to appeal this determination before a Nasdaq Hearings Panel, staying the

suspension of our common stock.

Reverse

Stock Split

March 25, 2026, our stockholders approved an amendment to our amended and restated certificate of incorporation to effect a reverse stock

split of our issued and outstanding Common Stock at a ratio within a range of 1-for-5 to 1-for-15, with the final ratio and timing to

be determined at the discretion of the Board of Directors.

expect to effect the reverse stock split shortly following the issuance of these financial statements.

Token

Transaction Agreements

February 4, 2026, Greenlane Subsidiary Inc. (the “Subsidiary”), a wholly-owned subsidiary of the Company, entered into (a)

a Token Purchase and Sale Agreement (the “Purchase and Sale Agreement”) and (b) a Token Lending Agreement (the “Lending

Agreement,” and together with the Purchase and Sale Agreement, the “Transaction Agreements”) with Berachain Operations

Corporation, a British Virgin Islands Business Company (the “Counterparty”).

Pursuant

to the Lending Agreement, the Subsidiary (as Lender) may agree to lend to the Counterparty (as Borrower) an amount of USDC and/or USDT

stablecoins (the “Lent Tokens”) pursuant to loan confirmation agreements to be agreed between the parties from time to time,

accruing interest at a rate to be determined in such agreements. The Counterparty intends to use the Lent Tokens to acquire BERA tokens

in the open market or in privately negotiated transactions from various counterparties.

Pursuant

to the Purchase and Sale Agreement, the Subsidiary (as Buyer) may request to purchase tranches of BERA tokens from the Counterparty (as

Seller), pursuant to tranche notices to be agreed between the parties from time to time. The purchase price for each tranche is determined

through a combination of time-weighted average price and other pricing mechanics, including protective “market out” provisions.

Furthermore, the Purchase and Sale Agreement permit flexible transaction sizing set within a pre-negotiated percentage range.

The

Counterparty subsequently informed the Company that it may, from time to time, conduct significant transactions with BSQD Corp. (“BSQD”)

to source BERA to fulfill its obligations under the Purchase and Sale Agreement. BSQD is an entity that is wholly owned by Ben Isenberg,

Greenlane’s Chief Investment Officer. Any such transactions with BSQD are conducted on an arm’s-length basis at prevailing

market prices and conditions.

Appointment

of Chief Executive Officer

February 11, 2026, the Board of Directors unanimously appointed Jason Hitchcock as Chief Executive Officer of the Company. Mr. Hitchcock

brings over 15 years of experience building and scaling revenue engines across SaaS, blockchain infrastructure, and decentralized finance.

He joins Greenlane as we continue to execute our Berachain-focused Digital Asset Treasury strategy.

ATM

Offering

January 7, 2026, 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 Class A 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 of shares of Common Stock.

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.

About

Greenlane

Founded

in 2005, Greenlane Holdings, Inc. (Nasdaq: GNLN) is a publicly traded digital asset treasury company with a strategic focus centered

on BERA, the native digital asset of the Berachain blockchain network. In addition to its digital asset treasury activities, the Company

continues to operate 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:

IR@greenlane.com

PCG

Advisory

Kevin

McGrath

+1-646-418-7002

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, continued growth and advancement of the Company’s DAT strategy and the applicable

benefits to the Company, other projections or statements of plans and objectives and statements regarding the Company’s plans to

regain compliance with Nasdaq’s listing requirements.

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 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 and in other subsequent filings with the SEC.

These filings are available at www.sec.gov.

GREENLANE

HOLDINGS, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

(in

thousands, except per share data)

Year Ended

December 31, 2025

Year Ended

December 31, 2024

Net revenue

$ 4,355

$ 13,275

Cost of sales

$ 16,820

$ 6,993

Gross profit (loss)

$ (12,465 )

$ 6,282

Operating expenses:

Salaries, benefits and payroll taxes

$ 9,947

$ 7,380

General and administrative

$ 10,646

$ 9,764

Stock-based compensation – strategic advisory warrants

$ 18,553

—

Restructuring charges

$ 1,492

—

Impairment of property and equipment

$ 650

$ 153

Depreciation and amortization

$ 493

$ 800

Total operating expenses

$ 41,781

$ 18,097

Loss from operations

$ (54,246 )

$ (11,815 )

Other income (expense):

Interest expense

$ (394 )

$ (5,941 )

Change in fair value of contingent consideration

—

$ 1,000

Change in fair value of digital assets

$ (31,147 )

—

Loss on extinguishment of debt

—

$ (876 )

Other expense, net

$ 213

$ (25 )

Total other expense

$ (31,327 )

$ 5,842 )

Loss before income taxes

$ (85,573 )

$ (17,657 )

Provision for income taxes

$ 7

—

Net loss

$ (85,580 )

$ (17,657 )

Less: net loss attributable to noncontrolling interests

—

$ (17 )

Net loss attributable to Greenlane Holdings, Inc.

$ (85,580 )

$ (17,640 )

Net loss per share — basic and diluted

$ (11.42 )

$ (14.56 )

Weighted average shares — basic and diluted

7,492

1,212

GREENLANE

HOLDINGS, INC.

CONSOLIDATED

BALANCE SHEETS

(in

thousands)

December 31, 2025

December 31, 2024

ASSETS

Current assets:

Cash and cash equivalents

$ 32,513

$ 899

Accounts receivable, net

$ 1,572

$ 4,262

Inventories, net

—

$ 14,215

Vendor deposits

—

$ 3,091

Other current assets

$ 2,001

$ 1,305

Total current assets

$ 36,086

$ 23,772

Property and equipment, net

$ 253

$ 1,420

Operating lease assets, net

$ 144

$ 1,043

Digital assets

$ 36,555

—

Other long-term assets

$ 1,893

$ 2,396

Total assets

$ 74,931

$ 28,631

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 5,414

$ 9,787

Accrued liabilities

$ 1,627

$ 1,218

Customer deposits

—

$ 2,661

Notes payable

—

$ 7,674

Operating lease obligations, current

$ 166

$ 926

Total current liabilities

$ 7,207

$ 22,266

Operating lease obligations, long-term

—

$ 83

Total liabilities

$ 7,207

$ 22,349

Total stockholders’ equity

$ 67,724

$ 6,282

Total liabilities and stockholders’ equity

$ 74,931

$ 28,631

GREENLANE

HOLDINGS, INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(in

thousands)

Year Ended

December 31, 2025

Year Ended

December 31, 2024

Cash flows from operating activities:

Net loss

$ (85,580 )

$ (17,657 )

Adjustments to reconcile net loss:

Depreciation and amortization

$ 493

$ 800

Stock-based compensation expense

$ 4,837

$ 86

Strategic advisory warrants

$ 18,553

—

Change in fair value of contingent consideration

—

$ (1,000 )

Provision for credit losses

$ 1,974

$ 245

Loss on disposal of fixed assets

$ 121

$ 215

Loss on extinguishment of debt

—

$ 876

Write-off of vendor deposits, accrued liabilities and customer deposits

$ (571 )

—

Inventory impairment

$ 6,301

—

Impairment of property and equipment

$ 650

$ 153

Change in fair value of digital assets

$ 31,147

—

Amortization of deferred financing costs

$ 284

$ 4,927

Other adjustments

$ 57

$ 171

Changes in operating assets and liabilities:

Accounts receivable

$ 716

$ (2,814 )

Inventories

$ 9,712

$ 6,315

Vendor deposits

—

$ 674

Other current assets

$ (193 )

$ 3,533

Accounts payable

$ (5,170 )

$ (2,319 )

Accrued liabilities

$ 409

$ (841 )

Customer deposits

—

$ (114 )

Net cash used in operating activities

$ (16,260 )

$ (6,750 )

Cash flows from investing activities:

Purchases of property and equipment

$ (98 )

$ (244 )

Purchases of digital assets

$ (8,162 )

—

Net cash used in investing activities

$ (8,260 )

$ (244 )

Cash flows from financing activities:

Proceeds from issuance of common stock

$ 20,746

$ 5,640

Proceeds from exercise of options and warrants

$ 43,346

$ 1,827

Repayment of future accounts receivable

—

$ (939 )

Proceeds from sale of future receivables

—

$ 225

Repayment of notes payable

$ (7,958 )

$ (2,275 )

Proceeds from notes payable

—

$ 2,950

Other financing activities

—

$ (1 )

Net cash provided by financing activities

$ 56,134

$ 7,427

Effects of exchange rates on cash

—

$ 3

Net change in cash and cash equivalents

$ 31,614

$ 436

Cash and cash equivalents, beginning of period

$ 899

$ 463

Cash and cash equivalents, end of period

$ 32,513

$ 899

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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Data Type:

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Period Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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Namespace Prefix:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Data Type:

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- Definition

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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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