|
Item 9.01.
|
Financial Statements and Exhibits.
|
(a) Financial Statements of Business
Acquired
The unaudited consolidated
financial statements of KushCo as of May 31, 2021 and for the three
and nine months ended May 31, 2020 and 2021 are filed herewith as Exhibit 99.1 and incorporated in this Item 9.01(a) by
reference.
The audited consolidated
financial statements of KushCo as of and for the year ended August 31, are filed herewith as Exhibit 99.2 and incorporated in
this Item 9.01(a) by reference.
(b) Pro Forma Financial Information
The unaudited pro forma
condensed combined financial statements of Greenlane as of and for the three months ended March 31, 2021 and for the year ended December 31,
2020, giving effect to the proposed Mergers, are filed herewith as Exhibit 99.3 and are incorporated in this Item 9.01(b) by
reference.
(d) Exhibits
Exhibit
No.
|
|
Description
|
23.1
|
|
Consent of Marcum LLP
|
99.1
|
|
Unaudited Condensed Consolidated Financial Statements of KushCo Holdings, Inc. as of May 31, 2021 and for the three and nine months ended May 31, 2021 and 2020.
|
99.2
|
|
Audited Consolidated Financial Statements of KushCo Holdings, Inc. as of and for the year ended August 31, 2020 (Incorporated by reference to Exhibit 99.11 to Greenlane Holdings, Inc.’s Registration Statement on Form S-4/A, filed on July 1, 2021).
|
99.3
|
|
Unaudited Pro Forma Condensed Combined Financial Statements of Greenlane Holdings, Inc. as of and for the three months ended March 31, 2021 and for the year ended December 31, 2020.
|
99.4
|
|
Information About KushCo Holdings, Inc. – Description of the Business.
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
Important Information for Investors and Stockholders
In connection with the proposed transaction, Greenlane has filed with
the SEC a registration statement on Form S-4 (File No. 333-256582) (the “Registration Statement”) that was declared
effective by the SEC on July 2, 2021. The Registration Statement includes a preliminary joint proxy statement of Greenlane and KushCo
that also constitutes a prospectus of Greenlane. 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 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 communication relates to a proposed transaction between Greenlane
and KushCo. This communication 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 joint proxy statement/prospectus for its 2021 annual meeting of stockholders, which was filed
with the SEC on July 2, 2021. 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.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward- looking statements are based on current
expectations, estimates and projections about the industry and markets in which Greenlane and KushCo operate and beliefs of, and assumptions
made by, Greenlane management and KushCo management and involve uncertainties that could significantly affect the financial results of
Greenlane, KushCo or the combined company following the proposed transaction between Greenlane and KushCo (the “Combined Company”).
Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which
generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the anticipated
benefits of the business combination transaction involving Greenlane and KushCo, including future financial and operating results, and
the Combined Company’s plans, objectives, expectations and intentions. All statements that address operating performance, events
or developments that Greenlane and KushCo expect or anticipate will occur in the future are forward-looking statements. These statements
are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although
Greenlane and KushCo believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, Greenlane
and KushCo can give no assurance that their expectations will be attained and therefore, actual outcomes and results may differ materially
from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include,
but are not limited to: risks associated with the companies’ ability to consummate the proposed transaction, including the risk
that one of the necessary proposals is not approved by the required vote, the timing and closing of the proposed transaction and unexpected
costs or unexpected liabilities that may arise from the proposed transaction, whether or not consummated; risks related to disruption
of management’s attention from the ongoing business operations due to the proposed transaction; the effect of the announcement of
the proposed transaction on Greenlane’s or KushCo’s business relationships with, third-party suppliers and service suppliers
and businesses generally; each of Greenlane’s and KushCo’s success, or the success of the Combined Company, in implementing
its business strategy and its ability to identify, underwrite, finance, consummate and integrate acquisitions or investments; changes
in national, regional and local economic climates; public health crises, including the COVID-19 pandemic; changes in financial markets
and interest rates, or to the business or financial condition of Greenlane, KushCo or the Combined Company or their respective businesses;
the nature and extent of future competition; each of Greenlane’s and KushCo’s ability, or the ability of the Combined Company,
to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; availability to Greenlane, KushCo and the Combined
Company of financing and capital; the impact of any financial, accounting, legal or regulatory issues or litigation, including any legal
proceedings, regulatory matters or enforcement matters that have been or in the future may be instituted against Greenlane, KushCo or
others relating to the merger agreement, that may affect Greenlane, KushCo or the Combined Company; risks associated with acquisitions,
including the integration of Greenlane’s and KushCo’s businesses; and those additional risk factors of Greenlane, KushCo and
the Combined Company discussed in the Form S-4. Should one or more of the risks or uncertainties described above or in the Form S-4,
or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking
statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this communication.
All forward-looking statements, express or implied, included in this communication are expressly qualified in their entirety by this cautionary
statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements
that Greenlane, KushCo or persons acting on their behalf may issue. Neither Greenlane nor KushCo undertakes any duty to update any forward-looking
statements appearing in this communication.