Current Report Filing (8-k)
July 30 2021 - 7:17AM
Edgar (US Regulatory)
0001743745
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0001743745
2021-07-30
2021-07-30
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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)
of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
July 30, 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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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.
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Item 2.02.
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Results of Operations and Financial Condition.
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On July 30, 2021, Greenlane Holdings, Inc. (the
“Company” or “Greenlane”) issued a press release announcing certain preliminary unaudited financial results for
the quarter ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of
Form 8-K, the information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, 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, nor shall it be deemed incorporated by reference into any filing made by the
Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
The preliminary estimated and unaudited financial
data announced by the Company on July 30, 2021 are provided below.
On a preliminary (unaudited) basis, the Company
anticipates:
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·
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Net sales of approximately $34.5 million
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·
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Gross margin of 21% to 22%
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·
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Total cash balance of approximately $11.5 million
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Greenlane’s estimated and unaudited consolidated
financial data presented above are preliminary and were prepared by management in good faith based upon internal reporting for the three
months ended June 30, 2021. Although Greenlane has not identified any unusual or unique events or trends that occurred during the period
which might materially affect these estimates, actual results may still be outside of the ranges provided below. Greenlane’s independent
registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled or performed any procedures on this
preliminary financial data. You should not place undue reliance on this preliminary and estimated financial information and should view
this information in the context of Greenlane’s Q2 2021 results when such results are disclosed in Greenlane’s Quarter Report
on Form 10-Q for the quarter ended June 30, 2021.
Forward Looking Statements
Certain matters within this Current Report on Form 8-K are discussed
using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and
unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the
forward-looking statements. These forward-looking statements include, among others: comments relating to the current and future performance
of the Company’s business and the Company’s financial outlook and expectations. For a description of factors that may cause
the Company’s actual results or performance to differ from its forward-looking statements, please review the information under the
heading “Risk Factors” included in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2020,
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and the Company's other filings with the
SEC, which are accessible on the SEC’s website at www.sec.gov. Additional information is also set forth in Greenlane's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021. Undue reliance should not be placed on the forward-looking statements
in this press release, which are based on information available to Greenlane on the date hereof. Greenlane undertakes no duty to update
this information unless required by law
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Item 9.01.
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Financial Statements and Exhibits.
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__________________
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.
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GREENLANE HOLDINGS, INC.
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Dated: July 30, 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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