Form 8-K

8-K — Greenlane Holdings, Inc.

Accession: 0001493152-26-015301

Filed: 2026-04-06

Period: 2026-04-02

CIK: 0001743745

SIC: 5099 (WHOLESALE-DURABLE GOODS, NEC)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

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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): April 2, 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

3.03. Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item

3.03.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

April 2, 2026, Greenlane Holdings, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and

Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the

State of Delaware to effect a 1-for-8 reverse stock split (the “Reverse Stock Split”) of the shares of Company’s

Class A common stock, $0.01 par value per share (“Common Stock”), to be effective as of April 6,

2026.

previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 25, 2026,

at the Company’s Special Meeting of Stockholders held on March 25, 2026, the stockholders of the Company approved any amendment

to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock, within

a range of 1-for-5 to 1-for-15 (or any number in between), without reducing the authorized number of shares of Common Stock, and the

filing of a final amendment with the ratio within such range to be determined in the sole discretion of the Board of Directors of the

Company (the “Board”) at any time on or before April 30, 2026, without further approval or authorization of

the Company’s stockholders. The Board set the Reverse Stock Split ratio at 1-for-8 and approved and authorized the filing of the

Certificate of Amendment on April 2, 2026.

a result of the Reverse Stock Split, every eight (8) shares of pre-Reverse Stock Split Common Stock will be combined into one (1) share

of post-Reverse Stock Split Common Stock, without any change in par value per share. Proportionate voting rights and other rights of

holders of Common Stock will not be affected by the Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional

shares as described below).

fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. In lieu of any fractional shares to which a

holder of Common Stock would otherwise be entitled as a result of the Reverse Stock Split, the Company will pay cash equal to such fraction

multiplied by the closing sales price of the Common Stock as reported on the Nasdaq Capital Market on April 2, 2026, which is the trading

day immediately preceding the effective date of the Reverse Stock Split.

The

Reverse Stock Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of Common

Stock for continued listing on the Nasdaq Capital Market. The Reverse Stock Split was effective at 12:01 a.m., Eastern Time, on April

6, 2026, and the Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening

of the market on April 6, 2026. The trading symbol for the Common Stock will remain “GNLN,” and the new CUSIP number of the

Common Stock following the Reverse Stock Split is 395330 608.

The

Reverse Stock Split affected all record holders of the Common Stock uniformly and did not affect any record holder’s percentage

ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. Holders of Common

Stock who hold in “street name” in their brokerage accounts do not have to take any action as a result of the Reverse Stock

Split. Their accounts will be automatically adjusted to reflect the number of shares owned. Stockholders of record will be receiving

information from Equiniti Trust Company, LLC regarding their stock ownership following the Reverse Stock Split and cash in lieu of fractional

share payments, if applicable.

addition, the Reverse Stock Split will apply to the Common Stock issuable upon the exercise of the Company’s outstanding warrants,

pre-funded warrants and stock options, with proportionate adjustments to be made to the exercise prices in accordance with the applicable

terms thereof. Furthermore, the number of shares of Common Stock available for issuance under the Company’s equity incentive plans

will be proportionately adjusted for the Reverse Stock Split ratio, such that fewer shares will be subject to such plans.

The

summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text

of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Greenlane Holdings, Inc., filed with the Secretary of State of the State of Delaware on April 2, 2026.

104

Cover

Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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:

April 6, 2026

By:

/s/

Jason Hitchcock

Name:

Jason Hitchcock

Title:

Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

GREENLANE

HOLDINGS, INC.

Greenlane

Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),

does hereby certify that:

A. The

name of the Corporation is Greenlane Holdings, Inc.

B. The

date of filing of the original Certificate of Incorporation of the Corporation (the “Certificate

of Incorporation”) with the Secretary of State of the State of Delaware is

May 2, 2018.

C. This

Certificate of Amendment to the Restated Certificate of Incorporation was adopted in accordance

with Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”)

and has been duly approved by the stockholders of the Corporation.

D. Article

IV of the Amended and Restated Certificate of Incorporation is hereby further amended by

deleting Subsection A in its entirety and inserting the following in lieu thereof:

The

total number of shares of all classes of stock that the Corporation is authorized to issue

is one billion eight hundred forty million (1,840,000,000), consisting of (i) one billion

eight hundred million (1,800,000,000) shares of Class A common stock, with a par value of

$0.01 per share (the “Class A Common Stock”); and (ii) thirty million

(30,000,000) shares of Class B common stock, with a par value of $0.0001 per share (the “Class

B Common Stock”, and together with the Class A Common Stock, the “Common

Stock”); and (iii) ten million (10,000,000) shares of preferred stock, with

a par value of $0.0001 per share (the “Preferred Stock”). Effective

upon the effectiveness of the filing of this Certificate of Amendment to the Amended and

Restated Certificate of Incorporation of the Corporation with the Secretary of State of the

State of Delaware (the “Effective Time”), each eight (8) shares

of Common Stock issued immediately prior to the Effective Time shall be reclassified, changed

and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock

without any further action by the Corporation or the holder thereof (the “Reverse

Stock Split”); provided that no fractional shares of Common Stock shall be

issued to any holder in connection with the Reverse Stock Split and in lieu thereof, any

stockholder who otherwise would be entitled to receive fractional shares of Common Stock

(taking into account all shares of capital stock owned by such stockholder) shall be entitled

to receive cash (without interest or deduction) equal to the fraction of one share of Common

Stock to which such stockholder would otherwise be entitled multiplied by the closing price

of the Common Stock as reported on the Nasdaq Capital Market on the trading day immediately

preceding the date prior to the date of the Effective Time. Each certificate that, immediately

prior to the Effective Time, represented shares of Common Stock that were issued and outstanding

immediately prior to the Effective Time (“Old Certificates”), shall,

from and after the Effective Time, represent that whole number of shares of Common Stock

into which the shares of Common Stock represented by the Old Certificates shall have been

reclassified, changed and combined, subject to the treatment of fractional shares as described

above.”

E. This

Certificate of Amendment shall be effective at 12:01 a.m. Eastern Time on April 6, 2026.

WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of April 2, 2026.

By:

/s/

Jason Hitchcock

Name:

Jason Hitchcock

Title:

Chief Executive Officer

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