Item 1.01.
Entry into a Material Definitive Agreement
On June 27, 2022, Greenlane Holdings, Inc. (the
“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor
identified on the signature pages thereto (the “Purchaser”), pursuant to which the Company agreed to issue and sell an aggregate
of 11,700,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”),
pre-funded warrants to purchase up to 9,900,000 shares of Common Stock (the “Pre-Funded Warrants”) and warrants to purchase
21,600,000 shares of Common Stock (the “Standard Warrants” and, together with the Pre-Funded Warrants, the “Warrants”),
in a registered direct offering (the “Offering”). The Common Stock and Warrants will be sold in Units (the “Units”),
with each unit consisting of one share of Class A common stock or a Pre-Funded Warrant and a Standard Warrant to purchase one share of
Common Stock. The Units are being offered by the Company pursuant to the Company’s shelf registration statement on Form S-3 (File
No. 333-257654) filed with the Securities and Exchange Commission (the “Commission”) on July 2, 2021 and declared effective
on August 2, 2021 and a prospectus supplement thereunder, dated June 27, 2022 and filed with the Commission on June 28, 2022. Subject
to certain ownership limitations, the Standard Warrants will be exercisable six months from the date of issuance at an exercise price
equal to $0.25 per share of Common Stock. The Standard Warrants are exercisable for five years from the six-month anniversary from the
date of issuance. Each Pre-Funded Warrant is exercisable for one Share of Class A common stock at an exercise price of $0.0001 and the
Pre-Funded Warrants do not expire until exercised.
The purchase
price for a Unit that contains a share of Common Stock is $0.25 per Unit and the purchase price for a Unit that contains a Pre-Funded
Warrant is $0.2499 per Unit. The closing of the Offering is expected to occur on June 29, 2022. The Company expects the aggregate gross
proceeds from the Offering to be approximately $5.4 million. The Company expects the aggregate net proceeds from the Offering, after deducting
the placement agent fees and other estimated offering expenses, to be approximately $5.0 million. The Company intends to use the net proceeds
from the offering for general corporate and working capital purposes.
The Purchase
Agreements contain customary representations, warranties and agreements by the Company and customary conditions to closing. Under the
Purchase Agreements, the Company has agreed, subject to certain exceptions, not to enter into any agreement to issue or announce the issuance
or proposed issuance of any Class A Common Stock or Class A common stock equivalents for a period of 90 days following the Offering.
A.G.P./Alliance
Global Partners (“A.G.P.”) is acting as placement agent for the Offering.
The Company
agreed to pay A.G.P. an aggregate cash fee equal to 6.0% of the aggregate gross proceeds raised in the Offering pursuant to a Placement
Agency Agreement entered into by the Company and A.G.P. on June 27, 2022 (the “Placement Agency Agreement”). The Company also
agreed to reimburse A.G.P. up to $35,000 for fees and expenses, including the fees and expenses of A.G.P.’s counsel.
The foregoing
summaries of the Standard Warrants, the Pre-Funded Warrants, the Purchase Agreements and the Placement Agency Agreement (the “Transaction
Documents”) do not purport to be complete and are qualified in their entirety by reference to the full texts of the form of Standard
Warrant, the form of Pre-Funded Warrant, the form of Purchase Agreement and the Placement Agency Agreement that are filed herewith as
Exhibits 4.1, 4.2, 10.1 and 10.2, respectively.
This Current
Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.