0001743745FALSE00017437452021-03-052021-03-05


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): March 2, 2021
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 300    
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 3.02. Unregistered Sales of Equity Securities.

On March 2, 2021, Warehouse Goods LLC, a wholly owned subsidiary of Greenlane Holdings, Inc. (the “Company”), entered into an Asset Purchase Agreement to acquire the Eyce LLC (“Eyce”) brand and substantially all of the assets of Eyce. As partial consideration for the acquisition, the Company issued 425,894 shares of its Class A common stock on March 5, 2021 to Eyce, a portion of which is held in escrow pursuant to the Asset Purchase Agreement. The shares of Class A common stock were issued in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended.












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 5, 2021 By: /s/ William Mote
   
William Mote
    Chief Financial Officer


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