Form 8-K

8-K — Greenlane Holdings, Inc.

Accession: 0001493152-26-046030

Filed: 2026-10-07

Period: 2026-09-30

CIK: 0001743745

SIC: 5099 (WHOLESALE-DURABLE GOODS, NEC)

Item: Bankruptcy or Receivership

Item: Completion of Acquisition or Disposition of Assets

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): September 30, 2026

GREENLANE

HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-38875

83-0806637

(State

or other jurisdiction

of 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

The

Nasdaq Stock Market LLC

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

1.03 Bankruptcy or Receivership.

September 30, 2026, Greenlane Holdings, LLC, Warehouse Goods LLC, KIM International, LLC and Kush Supply Co. LLC (collectively, the “Assignors”),

each a direct or indirect subsidiary of Greenlane Holdings, Inc. (the “Company”), each executed an irrevocable assignment

for the benefit of creditors under Chapter 727 of the Florida Statutes (collectively, the “Assignments”) in favor of Philip

J. von Kahle (the “Assignee”). The Assignee accepted each Assignment on September 30, 2026. The Assignee is perfecting the

Assignments under Florida law and is commencing four cases that are in the process of being filed and docketed in the Circuit Court of

the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, Complex Business Division (the “Court”). After the cases

are docketed and assigned to a judge, the Assignee is expected to seek to have the cases administered under a single consolidated lead

case number. As of the date of this Current Report on Form 8-K, case numbers have not been assigned.

Under

the Assignments, each Assignor transferred substantially all of its assets to the Assignee. The Assignee is responsible for liquidating

those assets and distributing the proceeds to the creditors of each Assignor in accordance with Chapter 727 of the Florida Statutes and,

once the assignment proceedings are commenced, under the supervision of the Court. The Assignee, and not the Company, now controls the

assets of the Assignors and the administration of their estates. The Assignments do not release the Assignors from their liabilities.

The

assets assigned by Greenlane Holdings, LLC include its equity interests in Warehouse Goods LLC, Merger Sub Gotham 2, LLC and Greenlane

Holdings EU B.V. Merger Sub Gotham 2, LLC is the direct parent of KIM International, LLC, Kush Supply Co. LLC, Kush Energy LLC and KCH

Distribution Inc., and Greenlane Holdings EU B.V. is the direct parent of ARI Logistics B.V.

The

assets assigned by Warehouse Goods LLC include the Vapor.com domain and related intellectual property and its equity interests in Vapeworld

Distribution LTD and Banana G’s LLC. Merger Sub Gotham 2, LLC, Kush Energy LLC, KCH Distribution Inc., Greenlane Holdings EU B.V.,

ARI Logistics B.V. and Vapeworld Distribution LTD (collectively, the “Assigned Subsidiaries”) did not make assignments, but

their equity interests are held, directly or indirectly, by the Assignee as a result of the Assignments. ARI Logistics B.V. and Vapeworld

Distribution LTD are the subject of separate liquidation proceedings in the Netherlands and Canada, respectively.

The

Assignors and the Assigned Subsidiaries conducted the Company’s legacy wholesale distribution business. As previously disclosed

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company had substantially wound down the

operations of that business before the Assignments.

The

Company, Greenlane Subsidiary Inc., Vapor.com Holdings, LLC and Greenlane Manager, LLC are not assignors and are not parties to the Assignments.

Item

2.01 Completion of Acquisition or Disposition of Assets.

The

information set forth in Item 1.03 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

a result of the Assignments, the Assignee, and not the Company, controls the assets of the Assignors, including their equity interests

in the Assigned Subsidiaries, and the administration of their estates, and the Company no longer has the power to direct the activities

that most significantly affect the economic performance of the Assignors and the Assigned Subsidiaries (together, the “Deconsolidated

Entities”). The Company will therefore deconsolidate the Deconsolidated Entities from its consolidated financial statements as

of September 30, 2026. The Company did not receive any consideration in connection with the Assignments. Immediately before

the Assignments, Warehouse Goods LLC paid the Assignee a $60,000 retainer for costs of the assignment proceedings from funds of Warehouse

Goods LLC. The Company has not paid any fees or costs of the Assignee or the assignment proceedings. The Company has agreed in principle to lend the Assignee $100,000 to fund costs of the assignment proceedings. No loan agreement has been

signed, no funds have been advanced, and there can be no assurance that the loan will be made. There is no material

relationship between the Assignee and the Company or any of its affiliates, any director or officer of the Company, or any associate

of any such director or officer, other than in respect of the Assignments and the proposed loan.

The

Company expects to recognize a gain on the deconsolidation of the Deconsolidated Entities. The unaudited pro forma condensed consolidated

financial information filed as Exhibit 99.1 reflects a preliminary gain of approximately $3.2 million, computed using balances as of

June 30, 2026. The actual gain will be determined using balances as of September 30, 2026, will be reported in the Company’s Quarterly

Report on Form 10-Q for the quarter ended September 30, 2026 and may differ materially from the preliminary amount.

Cautionary

Note Regarding Forward Looking Statements

This

Current Report on Form 8-K contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of

1995, including statements regarding the administration and outcome of the assignment proceedings, the expected deconsolidation of

the Deconsolidated Entities, the preliminary gain on deconsolidation and the proposed loan to the Assignee. These statements are based on current expectations and are

subject to risks and uncertainties that could cause actual results to differ materially, including the completion of the

Company’s quarterly closing procedures and the review of the Company’s independent registered public accounting firm,

actions of the Assignee, the Court and creditors of the Assignors, claims that may be asserted against the Company or its remaining

subsidiaries in connection with the Deconsolidated Entities or their liabilities, and the risks described in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent filings with the Securities and Exchange

Commission. The Company undertakes no obligation to update any forward looking statement, except as required by law.

Item

9.01 Financial Statements and Exhibits.

(b)

Pro forma financial information.

The

unaudited pro forma condensed consolidated financial information of the Company giving effect to the deconsolidation of the Deconsolidated

Entities, consisting of the unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, the unaudited pro forma condensed

consolidated statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026, and the related notes,

is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 9.01(b) by reference.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Unaudited pro forma condensed consolidated financial information of Greenlane Holdings, Inc.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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:

October 6, 2026

By:

/s/

Vanessa Guzmán-Clark

Name:

Vanessa

Guzmán-Clark

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

GREENLANE

HOLDINGS, INC.

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

September 30, 2026, Greenlane Holdings, LLC, Warehouse Goods LLC, KIM International, LLC and Kush Supply Co. LLC (collectively, the “Assignors”),

each a direct or indirect subsidiary of Greenlane Holdings, Inc. (the “Company”), made assignments for the benefit of creditors

under Chapter 727 of the Florida Statutes (the “Assignments”), assigning substantially all of their assets, including their

direct and indirect equity interests in Merger Sub Gotham 2, LLC, Kush Energy LLC, KCH Distribution Inc., Greenlane Holdings EU B.V.,

ARI Logistics B.V. and Vapeworld Distribution LTD (collectively, the “Assigned Subsidiaries” and, together with the Assignors,

the “Deconsolidated Entities”), to Philip J. von Kahle, as assignee (the “Assignee”), for liquidation and distribution

to creditors. As a result, the Company no longer has the power to direct the activities that most significantly affect the economic performance

of the Deconsolidated Entities and will deconsolidate them. The Company, Greenlane Subsidiary Inc., Vapor.com Holdings, LLC and Greenlane

Manager, LLC are not parties to the Assignments.

The

unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 gives effect to the deconsolidation as if it had occurred

on that date. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 and the six

months ended June 30, 2026 give effect to the deconsolidation as if it had occurred on January 1, 2025. The historical amounts are derived

from the Company’s audited consolidated financial statements for the year ended December 31, 2025 and its unaudited condensed consolidated

financial statements for the six months ended June 30, 2026, each as previously filed with the Securities and Exchange Commission.

The

unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only. It is not necessarily indicative

of the financial position or results of operations that would have been obtained had the deconsolidation occurred on the dates indicated,

or of future financial position or results. It should be read together with the historical financial statements and related notes referred

to above.

GREENLANE

HOLDINGS, INC.

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

of June 30, 2026

(in

thousands, except share and per share amounts)

Historical

Transaction

Accounting Adjustments

Pro Forma

Notes

ASSETS

Cash and cash equivalents

$ 6,065

$ (43 )

$ 6,022

(a)

Accounts receivable, net

(13 )

(a)

Stablecoin-related protocol instruments

8,057

Other current assets

1,309

(398 )

911

(a)

Total current assets

15,444

(454 )

14,990

Digital assets

16,442

Other assets

140

(140 )

(a)

Total assets

$ 32,026

$ (594 )

$ 31,432

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable

$ 6,014

$ (3,663 )

$ 2,351

(b)

Accrued expenses and other current liabilities

529

(91 )

438

(b)

Total liabilities

6,543

(3,754 )

2,789

Total stockholders’ equity

25,483

3,160

28,643

(c)

Total liabilities and stockholders’ equity

$ 32,026

$ (594 )

$ 31,432

See

accompanying notes to unaudited pro forma condensed consolidated financial information.

GREENLANE

HOLDINGS, INC.

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For

the Year Ended December 31, 2025

(in

thousands, except share and per share amounts)

Historical

Transaction

Accounting Adjustments

Pro Forma

Notes

Net revenue

$ 4,355

$ (4,130 )

$ 225

(d)

Cost of sales

16,820

(16,820 )

(d)

Gross profit (loss)

(12,465 )

12,690

225

Operating expenses:

Salaries, benefits and payroll taxes

9,947

(9,506 )

441

(d)

Stock-based compensation, strategic advisory warrants

18,554

General and administrative

10,644

(9,111 )

1,533

(d)

Restructuring expenses

1,492

(1,492 )

(d)

Property and equipment impairment charge

650

(650 )

(d)

Depreciation and amortization

493

(493 )

(d)

Total operating expenses

41,780

(21,252 )

20,528

Loss from operations

(54,246 )

33,943

(20,303 )

Interest expense

(394 )

394

(d)

Unrealized loss from digital asset holdings

(31,147 )

Other income, net

213

(39 )

174

(d)

Gain on deconsolidation

3,160

(e)

Total other expense, net

(31,327 )

3,514

(27,813 )

Loss before income taxes

(85,573 )

37,456

(48,117 )

Provision for income taxes

(7 )

(d)

Net loss

$ (85,580 )

$ 37,463

$ (48,117 )

Net loss attributable to Greenlane Holdings, Inc.

$ (85,580 )

$ 37,463

$ (48,117 )

Net loss per share of Class A common stock, basic and diluted

$ (91.39 )

$ (51.38 )

(f)

Weighted average shares of Class A common stock outstanding, basic and diluted

936,445

(f)

See

accompanying notes to unaudited pro forma condensed consolidated financial information.

GREENLANE

HOLDINGS, INC.

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For

the Six Months Ended June 30, 2026

(in

thousands, except share and per share amounts)

Historical

Transaction

Accounting Adjustments

Pro Forma

Notes

Staking revenue

$ 668

$ -

$ 668

Yield revenue

Net sales

109

(109 )

(d)

Net revenue

839

(110 )

729

Cost of sales

282

(282 )

(d)

Gross profit

557

172

729

Operating expenses:

Salaries, benefits and payroll taxes

2,172

(758 )

1,414

(d)

Stock-based compensation, strategic advisory warrants

476

General and administrative

6,513

(2,771 )

3,742

(d)

Depreciation and amortization

253

(253 )

(d)

Total operating expenses

9,414

(3,782 )

5,632

Loss from operations

(8,857 )

3,954

(4,903 )

Interest income (expense), net

(d)

Unrealized loss from digital asset holdings

(32,011 )

Impairment of investments

(1,769 )

1,769

(d)

Other expense, net

(469 )

469

(d)

Total other expense, net

(34,192 )

2,237

(31,955 )

Loss before income taxes

(43,049 )

6,192

(36,857 )

Benefit from income taxes

(5 )

(d)

Net loss

(43,044 )

6,187

(36,857 )

Less: comprehensive loss attributable to noncontrolling interest

149

(149 )

(d)

Net loss attributable to Greenlane Holdings, Inc.

$ (43,193 )

$ 6,336

$ (36,857 )

Net loss per share of Class A common stock, basic and diluted

$ (10.60 )

$ (9.04 )

(f)

Weighted average shares of Class A common stock outstanding, basic and diluted

4,075,852

(f)

See

accompanying notes to unaudited pro forma condensed consolidated financial information.

GREENLANE

HOLDINGS, INC.

NOTES

TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Note

1. Basis of Presentation

The

unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and

includes only transaction accounting adjustments. The historical columns are as reported. The pro forma statements of operations remove

the results of the Deconsolidated Entities. Costs of the Company, including public company costs and the expense of the strategic advisory

warrants, and the results of the Company’s subsidiaries that are not Deconsolidated Entities are not removed. No pro forma income

tax adjustment has been made because any tax effect of the adjustments would be offset by the utilization of net operating loss carryforwards.

The pro forma balance sheet and statements of operations are presented in thousands, except share and per share amounts, and amounts

may not sum due to rounding. Amounts in these notes are presented in whole dollars.

Note

2. The Assignments

Under

the Assignments, the Assignee controls the assets of the Assignors, including their equity interests in the Assigned Subsidiaries, and

administers those assets for the benefit of creditors, and the Company no longer has the power to direct the activities that most significantly

affect the economic performance of the Deconsolidated Entities. The Assignments do not release the Assignors or the Assigned Subsidiaries

from their respective liabilities. Those liabilities are removed from the Company’s consolidated balance sheet because the Company

will deconsolidate the Deconsolidated Entities, and not because the liabilities have been paid or released. The Company did not receive

any consideration in connection with the Assignments.

Note

3. Pro Forma Balance Sheet Adjustments

(a)

Reflects the removal of the assets of the Deconsolidated Entities as of June 30, 2026, consisting of cash of $42,980, accounts receivable

of $13,317, a lease deposit of $198,000 and a customs bond receivable of $200,000 (each within other current assets) and an investment

of $140,276, for a total of $594,573.

(b)

Reflects the removal of accounts payable of $3,662,656 and accrued liabilities of $91,524 of the Deconsolidated Entities, for a total

of $3,754,180. The accounts payable removed include $7,646 of Kush Energy LLC, $493,223 of ARI Logistics B.V. and $217,169 of Vapeworld

Distribution LTD.

(c)

Reflects a preliminary gain on deconsolidation of $3,159,607, recorded in accumulated deficit, equal to the liabilities removed less

the assets removed. Intercompany balances between the Deconsolidated Entities and Greenlane Subsidiary Inc. are eliminated in the historical

consolidated balance sheet. After deconsolidation, the Company’s receivable from the Deconsolidated Entities is assumed to be uncollectible

and therefore has no net effect on the preliminary gain. The actual gain will be determined using balances as of September 30, 2026,

will be reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 and may differ materially

from the preliminary amount.

Note

4. Pro Forma Statements of Operations Adjustments

(d)

Reflects the removal of the historical revenues and expenses of the Deconsolidated Entities for each period, identified from the Company’s

segment reporting and entity ledgers. The adjustments include the removal of the compensation of the employees of the Assignors, substantially

all of whom were terminated when the Assignors’ payroll ended on September 30, 2026. The compensation of one employee who became

an employee of Vapor.com Holdings, LLC on October 1, 2026 is not separately adjusted because the amount is not material.

(e)

Reflects the preliminary gain on deconsolidation of $3,159,607 described in Note 3(c). The gain is nonrecurring. It is presented in the

year ended December 31, 2025 because the pro forma statements of operations assume that the deconsolidation occurred on January 1, 2025,

and it is not repeated in the six months ended June 30, 2026.

Note

5. Net Loss Per Share

(f)

Pro forma net loss per share is computed using the historical weighted average shares of Class A common stock outstanding, adjusted for

the 1-for-8 reverse stock split effective April 6, 2026: 936,445 shares for the year ended December 31, 2025 and 4,075,852 shares for

the six months ended June 30, 2026.

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Sep. 30, 2026

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GREENLANE

HOLDINGS, INC.

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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 pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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 pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

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Title of a 12(b) registered security.

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

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-Section 12

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Name of the Exchange on which a security is registered.

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

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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.

+ References

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

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Trading symbol of an instrument as listed on an exchange.

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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.

+ References

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

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