Item 1.01. Entry into a Material Definitive Agreement
On October 27, 2022, Greenlane Holdings, Inc.
(the “Company”) entered into securities purchase agreements (each a “Purchase Agreement” and, together, the “Purchase
Agreements”) with certain investors, pursuant to which the Company agreed to issue and sell an aggregate of 6,955,555 shares
of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), pre-funded warrants to purchase
1,377,780 shares of Common Stock (the “Pre-Funded Warrants”) and warrants to purchase 16,666,670 shares of Common Stock (the
“Standard Warrants”), in a public offering (the “Offering”). The Common Stock and Standard Warrants will be sold
in units (“Units”) at a purchase price of $0.90 per Unit, with each Unit consisting of one share of Class A common stock and
two Standard Warrants. The Pre-Funded Warrants and accompanying Standard Warrants are identical to the Units, except that each Pre-Funded
Warrant is exercisable for one share of Common Stock at an exercise price of $0.0001, the purchase price for a Pre-Funded Warrant and
accompanying Standard Warrants is $0.8999 and the Pre-Funded Warrants do not expire until exercised. The Units and Pre-Funded Warrants
and accompanying Standard Warrants are being offered pursuant to the Company’s registration statement on Form S-1 (File No. 333-267782),
which was declared effective by the Securities and Exchange Commission on October 27, 2022. Subject to certain ownership limitations,
the Standard Warrants will be exercisable immediately at an exercise price equal to $0.90 per share of Common Stock. The Standard Warrants
are exercisable for seven years from the date of issuance.
The closing
of the Offering occurred on November 1, 2022. The Company received aggregate net proceeds from the Offering of approximately $7.05 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 $6.8 million. The Company intends to use the net proceeds from the offering for general corporate purposes,
which may include, without limitation, servicing debt obligations under promissory notes issued in conjunction with business acquisitions,
working capital, product development and capital expenditures.
The Purchase
Agreement contain customary representations, warranties and agreements by the Company and customary conditions to closing. Under the Purchase
Agreement, 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 Common Stock or Common Stock equivalents for a period of 90 days following the Offering.
A.G.P./Alliance
Global Partners (“A.G.P.”) is acting as the sole placement agent on a “reasonable best efforts” basis in connection
with 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 October 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 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.