Registration Pursuant to Securities Act Rule 462(b) of up to an Additional 20% of Securities for an Offering That Was Registered on a Form S-4 (s-4mef)
August 31 2021 - 6:06AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 31, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Greenlane Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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5099
(Primary Standard Industrial
Classification Code Number)
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83-0806637
(I.R.S. Employer
Identification Number)
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1095 Broken Sound Parkway, Suite 300
Boca Raton, FL 33487
(877) 292-7660
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
1095 Broken Sound Parkway, Suite 300
Boca Raton, FL 33487
(877) 292-7660
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Justin R. Salon
David P. Slotkin
John Hensley
Morrison & Foerster LLP
2100 L Street, NW
Suite 900
Washington, D.C. 20037
Tel: (202) 887-1500
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Jennifer W. Cheng
Marc D. Hauser
Wendy Grasso
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022-7650
Tel: (212) 521-5400
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Nicholas Kovacevich
Chairman and Chief Executive Officer
KushCo Holdings, Inc.
6261 Katella Avenue, Suite 250
Cypress, CA 90630
Tel: (714) 243-4311
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Approximate date of commencement of proposed
sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion
of the mergers described in the enclosed joint proxy statement/prospectus.
If the securities being registered on this form
are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the
following box. ¨
If this form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. x
If this form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large Accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company x
Emerging growth company x
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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 7(a)(2)(B) of the Securities Act. x
If applicable, place an X in the box to designate
the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer
Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Issuer
Third Party Tender Offer) ¨
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount to be
registered(1)
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Proposed maximum
offering price per
share
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration fee
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Class A Common Stock, $0.01 par value per share
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9,758,491
shares
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N/A
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$6,362,536.13
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$694.15
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(1) Represents the maximum number of additional shares of
Greenlane Holdings, Inc.’s (“Greenlane”) Class A common stock, $0.01 par value per share (“Greenlane Class A
common stock”), to be issued in connection with the transactions contemplated by the Merger Agreement described herein. Greenlane
previously registered 51,454,940 shares pursuant to the registration statement on Form S-4 (File No. 333-256582) (the “Prior Registration
Statement”), which was declared effective on July 2, 2021. The number of shares of Greenlane Class A common stock to be issued
in the Mergers is based on the sum of (i) 161,421,931 shares of common stock of KushCo Holdings, Inc. (“KushCo”), $0.001
par value per share (“KushCo common stock”), which reflects the estimated maximum number of shares of KushCo common stock
that may be cancelled and exchanged in the Mergers described herein (which number includes 1,930,752 outstanding KushCo restricted stock
units which will become fully vested in connection with the terms of the Merger Agreement); (ii) 10,106,519 shares of KushCo common
stock issuable upon exercise of options which will be converted into options to purchase Greenlane Class A common stock in accordance
with the terms of the Merger Agreement; and (iii) 31,433,854 shares of KushCo common stock issuable upon exercise of warrants, which
will be converted into Greenlane warrants in accordance with the terms of the Merger Agreement); multiplied by the final exchange
ratio of 0.3016 shares of Greenlane Class A common stock for each share of KushCo common stock. Greenlane is registering the number
of shares of Class A common stock obtained pursuant to the formula set forth in the foregoing sentence and subtracting the 51,454,940
shares registered on the Prior Registration Statement.
(2) Estimated solely for purposes of calculating the registration
fee required by Section 6(b) of the Securities Act, and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act.
The proposed maximum aggregate offering price of the Greenlane Class A common stock was calculated based upon the market value of
KushCo common stock (the securities to be exchanged in the Mergers) in accordance with Rule 457(c) under the Securities Act, calculated
based on $0.652, the last reported price per share of KushCo common stock on August 27, 2021, as quoted on the OTCQX
This registration statement will become effective
automatically upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of
1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-4 (this
“Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
for the sole purpose of registering additional shares of Class A common stock, $0.01 par value per share, of Greenlane Holdings, Inc.
(“Greenlane”). The additional securities that are being registered for sale are in an amount and at a price that together
represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in
the Registration Statement on Form S-4 filed by the Company with the Securities and Exchange Commission (the “Commission”)
on May 28, 2021, as amended (File No. 333-256582), which was declared effective by the Commission on July 2, 2021 (the “Prior
Registration Statement”). In connection with the registration of additional shares of Class A common stock, Greenlane is paying
an additional registration fee of $694.15.
The information set forth in the Prior Registration
Statement, including the exhibits and power of attorney thereto, are hereby incorporated by reference in this filing.
EXHIBIT INDEX
* Previously filed
with the Registrant’s Prior Registration Statement
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on August 31, 2021.
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Greenlane Holdings, Inc.
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By:
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/s/ Aaron LoCascio
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Chief Executive Officer
(Principal Executive Officer)
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated
below.
Signature
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Title
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Date
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/s/
Aaron LoCascio
Aaron LoCascio
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Chief Executive Officer (Principal Executive Officer)
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August 31, 2021
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*
William
Mote
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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August 31, 2021
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*
Adam Schoenfeld
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Chief Strategy Officer and Director
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August 31, 2021
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*
Neil Closner
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Director
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August 31, 2021
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*
Richard Taney
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Director
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August 31, 2021
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*
Jeff Uttz
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Director
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August 31, 2021
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*By: /s/ Aaron LoCascio
Aaron LoCascio
Attorney-in-fact
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