Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 07 2021 - 5:31PM
Edgar (US Regulatory)
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):
April 7, 2021
GREENLANE
HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38875
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83-0806637
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1095 Broken Sound Parkway, Suite 300
Boca Raton, FL
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33487
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(Address of principal executive offices)
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(Zip Code)
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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:
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x
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $0.01 par value per share
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GNLN
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Nasdaq Global Market
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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 x
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 7.01
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Regulation FD Disclosure.
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Furnished as Exhibit 99.1 hereto and incorporated by reference into
this Item 7.01 is an investor presentation that will be used by Greenlane Holdings, Inc. (the “Company” or “Greenlane”)
at the Roth Virtual Golden Cannabis Day conference. The presentation discusses, among other things, the transactions contemplated by the definitive merger agreement (the
“Merger Agreement”) announced on March 31, 2021 between Greenlane and KushCo Holdings, Inc. (“KushCo”).
The
information in this Item 7.01, including Exhibit 99.1, is furnished 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 liabilities under that
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This
Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including
Exhibit 99.1.
Important Information for Investors and Stockholders
In connection with the proposed transaction, Greenlane
expects to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include
a joint proxy statement of Greenlane and KushCo that also constitutes a prospectus of Greenlane, which joint proxy statement will be mailed
or otherwise disseminated to Greenlane’s and KushCo’s respective stockholders when it becomes available. Greenlane and KushCo
also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors and security holders may obtain free
copies of the registration statement and the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents
filed by Greenlane and KushCo with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the companies will
be available free of charge on their respective websites at www.gnln.com and www.kushco.com.
Participants in Solicitation
This Current Report on Form 8-K relates to a proposed
transaction between Greenlane and KushCo. This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential transaction. Greenlane, KushCo and their respective directors
and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of Greenlane is set forth in its proxy statement for its 2020 annual meeting of stockholders,
which was filed with the SEC on April 24, 2020. Information about the directors and executive officers of KushCo is set forth in
its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on December 28, 2020. These documents
can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01.
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Financial Statements and Exhibits
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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GREENLANE
HOLDINGS, INC.
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Date
: April 7, 2021
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By:
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/s/ William
Mote
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William
Mote
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Chief
Financial Officer
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