GNLN Greenlane Holdings Inc

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Organization

Greenlane Holdings, Inc. (“Greenlane” and, collectively with the Operating Company (as defined below) and its consolidated subsidiaries, the “Company”, "we", "us", and "our") was formed as a Delaware corporation on May 2, 2018. We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”) of shares of our Class A common stock, $0.01 par value per share (“Class A common stock”), in order to carry on the business of Greenlane Holdings, LLC (the “Operating Company”). The Operating Company was organized under the laws of the state of Delaware on September 1, 2015, and is based in Boca Raton, Florida. Unless the context otherwise requires, references to the “Company” refer to us, and our consolidated subsidiaries, including the Operating Company.

We merchandise premium cannabis accessories, child-resistant packaging, specialty vaporization solutions and lifestyle products in the United States, Canada, Europe and Latin America, serving a diverse and expansive customer base with thousands of retail locations, licensed cannabis dispensaries, smoke shops, multi-state operators (“MSOs”), specialty retailers, and retail consumers through both our e-commerce platforms and our flagship Higher Standards store in New York City’s famed Chelsea Market.

We have been developing a world-class portfolio of our own proprietary brands (the "Greenlane Brands") that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders. Our wholly-owned Greenlane Brands includes Groove – our recently launched more affordable product line, Eyce – our innovative silicone pipes and accessories line, DaVinci – our best-in-class premium vaporizer brand, and Higher Standards – our premium smoke shop and ancillary product brand. We also have category exclusive licenses for the premium Marley Natural branded products, as well as the K.Haring branded products.

We are the sole manager of the Operating Company and our principal asset is Common Units of the Operating Company (“Common Units”). As the sole manager of the Operating Company, we operate and control all of the business and affairs of the Operating Company, and we conduct our business through the Operating Company and its subsidiaries. We have a board of directors and executive officers, but no employees. All of our assets are held and all of the employees are employed by wholly owned subsidiaries of the Operating Company.

We have the sole voting interest in, and control the management of, the Operating Company, and we have the obligation to absorb losses of, and receive benefits from, the Operating Company, that could be significant. We determined that the Operating Company is a variable interest entity (“VIE”) and that we are the primary beneficiary of the Operating Company. Accordingly, pursuant to the VIE accounting model, beginning in the fiscal quarter ended June 30, 2019, we consolidated the Operating Company in our consolidated financial statements and reported a non-controlling interest related to the Common Units held by the members of the Operating Company (other than the Common Units held by us) on our consolidated financial statements.

On August 31, 2021, we completed our previously announced merger with KushCo Holdings, Inc. ("KushCo") and have included the results of operations of KushCo in our consolidated statements of operations and comprehensive loss from that date forward. In connection with the merger with KushCo, the Greenlane Certificate of Incorporation was amended and restated (the “A&R Charter”) in order to (i) increase the number of authorized shares of Greenlane Class B common stock, $0.0001 par value per share (the “Class B common stock”), from 10 million shares to 30 million shares in order to effect the conversion of each outstanding share of Class C common stock, $0.0001 par value per share (the “Class C common stock”), into one-third of one share of Class B common stock, (ii) increase the number of authorized shares of Class A common stock from 125 million shares to 600 million shares, and (iii) eliminate references to the Class C common stock. Pursuant to the terms of an Agreement and Plan of Merger, dated as of March 31, 2021 (the "Merger Agreement") with KushCo, immediately prior to the consummation of the business combination, holders of Class C common stock received one-third of one share of Class B common stock for each share of Class C common stock held immediately prior to the closing of the merger.

Our corporate structure is commonly referred to as an “Up-C” structure. The Up-C structure allows the Operating Company to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity. One of these benefits is that future taxable income of the Operating Company that is allocated to its members will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the Operating Company entity level. Additionally, because a member may redeem their Common Units for shares of Class A common stock on a one-for-one basis or, at our option, for cash, the Up-C structure also provides the member with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded.

In connection with the IPO, we entered into a Tax Receivable Agreement (the “TRA”) with the Operating Company and the Operating Company’s members and a Registration Rights Agreement (the “Registration Rights Agreement”) with the Operating

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Company’s members. The TRA provides for the payment by us to the Operating Company’s member(s) of 85.0% of the amount of tax benefits, if any, that we may actually realize (or in some cases, are deemed to realize) as a result of (i) the step-up in tax basis in our share of the Operating Company's assets resulting from the redemption of Common Units under the mechanism described above and (ii) certain other tax benefits attributable to payments made under the TRA. Pursuant to the Registration Rights Agreement, we have agreed to register the resale of shares of Class A common stock that are issuable to the Operating Company’s members upon redemption or exchange of their Common Units.

The A&R Charter and the Fourth Amended and Restated Operating Agreement of the Operating Company (the “Operating Agreement”) require that (a) we at all times maintain a ratio of one Common Unit owned by us for each share of our Class A common stock issued by us (subject to certain exceptions), and (b) the Operating Company at all times maintains (i) a one-to-one ratio between the number of shares of our Class A common stock issued by us and the number of Common Units owned by us, and (ii) a one-to-one ratio between the number of shares of our Class B common stock owned by the non-founder members of the Operating Company and the number of Common Units owned by the non-founder members of the Operating Company.

As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100% of the voting and economic interests in Greenlane through the holders' ownership of Class A common stock. See "Note 9 - Stockholder's Equity."

Basis of Presentation

Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2022. The condensed consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other future annual or interim period. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments necessary for a fair statement of the Company's financial position and operating results. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

Principles of Consolidation

Our condensed consolidated financial statements include our accounts, the accounts of the Operating Company, and the accounts of the Operating Company's consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Reverse Stock Splits

On August 4, 2022, we filed a Certificate of Amendment to the A&R Charter with the Secretary of State for the State of Delaware (the "SSSD"), which effected a one-for-twenty reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the "Common Stock") at 5:01 PM Eastern Time on August 9, 2022. As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split.

On June 2, 2023, we filed a Certificate of Amendment to the A&R Charter with the SSSD, which effected a one-for-ten reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the "Reverse Stock Splits") of our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5, 2023. As a result of the 2023 Reverse Stock Split, every ten shares of common stock issued and outstanding were converted into one share of common stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.

The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of our Common Stock have been adjusted as a result of the Reverse Stock Splits, as required by the terms of each security. The number of shares available to be awarded under our Amended and Restated 2019 Equity Incentive Plan have also been appropriately adjusted. See "Note 10 — Compensation Plans" for more information.

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All share and per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below.

Pursuant to ASC 205-40, Presentation of Financial Statements — Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these condensed consolidated financial statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

Our primary requirements for liquidity and capital are working capital, debt service related to recent acquisitions and general corporate needs. Our primary sources of liquidity are our cash on hand and the cash flow that we generate from our operations, as well as proceeds from equity issuances, such as our June 2022, October 2022 and July 2023 Offerings, and our ATM program, each as described and defined below.

ATM Program and Shelf Registration Statement

While we have an effective shelf registration statement on Form S-3 (the "Shelf Registration Statement") to conduct securities offerings from time to time, for so long as our public float is less than $75 million, our ability to utilize the Shelf Registration Statement to raise capital is limited, as further described below. The Shelf Registration Statement registers the offer and sale of shares of our Class A common stock, preferred stock, $0.0001 par value per share (the "preferred stock"), depository shares representing our preferred stock, warrants to purchase shares of our Class A common stock, preferred stock or depository shares, and rights to purchase shares of our Class A common stock or preferred stock that may be issued by us in a maximum aggregate amount of up to $200 million. In August 2021, we filed a prospectus supplement and established an "at-the-market" equity offering program (the "ATM Program") that provides for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time. However, we may be unable to access the capital markets because of current market volatility and the performance of our stock price.

On March 31, 2022, the date on which our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the "2021 Annual Report") was filed with the SEC, the Shelf Registration Statement became subject to the offering limits set forth in Instruction I.B.6 because our public float was less than $75 million. For so long as our public float is less than $75 million, the aggregate market value of securities sold by us under the Shelf Registration Statement (including our ATM Program) pursuant to Instruction I.B.6 during any 12 consecutive months may not exceed one-third of our public float. Since the launch of the ATM program in August 2021 and through December 31, 2022, we sold shares of our Class A common stock which generated gross proceeds of approximately $12.7 million and we paid fees to the sales agent of approximately $0.4 million. In light of our low cash position, we have been forced to sell stock under our ATM program at prices that may not otherwise be attractive and are dilutive. We have sold $2.2 million in securities pursuant to Instruction I.B.6 in the 12 calendar months preceding the date of filing of this Quarterly Report on Form 10-Q. Due to the untimely filing of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement for a period of 12 months, which will limit our liquidity options in the capital markets.

Common Stock and Warrant Offerings

On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 58,500 shares of our Class A common stock, pre-funded warrants to purchase up to 49,500 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 108,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The June 2022 Offering generated gross proceeds of approximately $5.4 million and net proceeds to the Company of approximately $5.0 million. All June 2022 Pre-Funded Warrants were exercised in July 2022, for de minimis net proceeds.

On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A Common Stock (the "October 2022 Pre-Funded Warrants") and warrants to purchase up to 1,666,667 shares of our Class A common stock (the "October 2022 Standard Warrants"). The October 2022 units were offered pursuant to

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a Registration Statement on Form S-1 (the "October 2022 Offering"). The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million.

On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A Common Stock (the "July 2023 Pre-Funded Warrants") and warrants to purchase up to 8,095,238 shares of our Class A common stock (the "July 2023 Standard Warrants"). The July 2023 units were offered pursuant to a Registration Statement on Form S-1 (the "July 2023 Offering"). The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.8 million and closed on July 3, 2023.

Asset-Based Loan

On August 9, 2022, we entered into an asset-based loan agreement dated as of August 8, 2022 (the “Loan Agreement”), which made available to the Company a term loan of up to $15.0 million. On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, in which we agreed to, among other things, voluntarily prepay approximately $6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement.

On August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Loan Agreement, in accordance with the terms of the Loan Agreement. See "Note 6 - Long Term Debt" for more information.

ERC Sale

On February 16, 2023, two of our wholly owned subsidiaries, Warehouse Goods LLC and KIM International LLC, entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $4.85 million in cash, an economic participation interest, at a discount, in our rights to payment from the United States Internal Revenue Service for certain periods with respect to the employee retention credits filed by us under the Employee Retention Credit program.

Future Receivables Financings

On July 31, 2023 and August 3, 2023, the Company received an aggregate of approximately $3.0 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. The Company will make weekly payments under the Future Receivables Financings and is scheduled to repay the amounts due under the Future Receivables Financings in full in approximately six to eight months. See "Note 6 - Long Term Debt" for more information.

Management Initiatives

We have completed several initiatives to optimize our working capital requirements. We launched Groove, a new, innovative Greenlane Brands product line, which is accretive to gross profit, and we also rationalized our third-party brands product offering, which enables us to reduce inventory carrying costs and working capital requirements.

In April 2023, we successfully entered into two strategic partnerships which management believes will help significantly reduce our overall cost structure, enhance our margins and further support our facilities consolidation initiatives while also servicing and providing solutions to our customers. First, we entered into a strategic partnership (the “MJ Packaging Partnership”) with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a leading provider of packaging solutions to the cannabis industry. As part of the MJ Packaging Partnership, we will no longer purchase additional packaging inventory and MJ Pack will become our strategic partner to continue providing and enhancing packaging solutions for our customers. As a result of the MJ Packaging Partnership, we are no longer seeking a purchaser for our packaging division. Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”). As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products. If our Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s). In exchange we would earn quarterly and annual commission payments from our strategic partners. While the strategic partnerships may result in a decrease in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives should allow us to reduce our overall cost-structure and enhance our margins and convert millions of dollars of existing inventory back into cash, thereby improving our balance sheet.

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We have successfully renegotiated supplier partnership terms and are continuing to improve working capital arrangements with suppliers. We have made progress consolidating and streamlining our office, warehouse, and distribution operations footprint. We have reduced our workforce by approximately 49% throughout fiscal year 2022 to reduce costs and align with our revenue projections.

The Company has incurred net losses of $27.9 million and $182.2 million for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively. For the nine months ended September 30, 2023, cash provided by operating activities was $1.2 million, which included $4.9 million of cash from the ERC sale discussed above, and cash used in operating activities for the year ended December 31, 2022 was $26.4 million. The recent macroeconomic environment has caused weaker demand than contemplated under the Company's business plan, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation.

As a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation:

▪Further reducing operating costs expense by taking additional restructuring actions to align cost with revenue to achieve profitability.

▪Increasing revenue by introducing new products and acquiring new customers.

▪Execute on strategic partnerships accretive to margins and operating cash

▪Seeking additional capital through the issuance of debt or equity securities.

The consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty.

Use of Estimates

Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas. Such areas include, but are not limited to the following: the collectability of accounts receivable; the allowance for slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of contingent consideration arrangements; the useful lives property and equipment; the calculation of our VAT taxes receivable and VAT taxes, fines, and penalties payable; our loss contingencies, including our TRA liability; and the valuation and assumptions underlying equity-based compensation. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. The actual results could differ materially from those estimates.

Segment Reporting

We manage our global business operations through our operating and reportable business segments. As of September 30, 2023, we had two reportable operating business segments: Industrial Goods and Consumer Goods. Our reportable segments have been identified based on how our chief operating decision maker ("CODM"), which is a committee comprised of our Chief Executive Officer ("CEO") and our Chief Financial and Legal Officer ("CFO"), manages our business, makes resource allocation and operating decisions, and evaluates operating performance. See “Note 12—Segment Reporting.”

Revenue Recognition

The Company transitioned to a commission revenue model for the majority of the sales for the Industrial segment. The company operates as a Sales Agent servicing vape customers and receives a commission for these services. The company was previously working directly with these customers and recognizing gross revenue versus straight commission revenue.

Our liability for returns, which is included within "Accrued expenses and other current liabilities" in our condensed consolidated balance sheets, was approximately $0.1 million and $0.3 million as of September 30, 2023 and December 31, 2022, respectively.

For the three and nine months ended September 30, 2023, one customer represented approximately 13% and 28% of our net sales. No single customer represented more than 24% of our net sales for the three and nine months ended September 30, 2022. As of September 30, 2023, one customer represented approximately 30% of accounts receivable. As of December 31, 2022, the Company had three customers who individually represented approximately 31%, 17% and 15% of accounts receivable, respectively.

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Value Added Taxes

During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries' payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties.

We performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable to other EU member states, including potential fines and penalties. Based on this analysis, we recorded VAT payable of approximately $0.4 million relating to this matter within "Accrued expenses and other current liabilities” in our condensed consolidated balance sheet as of September 30, 2023 and December 31, 2022.

Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. During the three months ended March 31, 2022, we recognized a gain of approximately $1.8 million within "general and administrative expenses" in our condensed consolidated statements of operations and comprehensive loss, which represented the partial reversal of a charge previously recognized based on the difference between the VAT payable and the VAT receivable and indemnification asset, as the indemnification asset became probable of recovery based on the reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states.

As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to "Note 7—Commitments and Contingencies" for additional discussion regarding our contingencies.

Recently Issued Accounting Guidance

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses. The standard requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale securities and requires estimated credit losses to be recorded as allowances rather than as reductions to the amortized cost of the securities. This standard was effective for fiscal years, and interim periods within those years, beginning after December 15, 2022 for filers that are eligible to be smaller reporting companies under the SEC's definition, with early adoption permitted. We adopted this standard beginning January 1, 2023. Adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU was effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). We adopted this new standard beginning January 1, 2023. Adoption of this standard did not impact our condensed consolidated financial statements, as we did not complete any transactions to which this standard was applicable during the current reporting period.

Recently Issued Accounting Guidance Not Yet Adopted

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. This standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

Amended Eyce APA

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On April 7, 2022, we entered into an amendment to that certain Asset Purchase Agreement dated March 2, 2021 (the “Amended Eyce APA”), by and between Eyce and Warehouse Goods to accelerate the issuance of shares of Class A common stock issuable to Eyce under the agreement upon the attainment of certain EBITDA and revenue benchmarks (the “Amended 2022 Contingent Payment”), in an amount equal to $0.9 million. We issued 7,172 shares of Class A common stock to Eyce under the Amended 2022 Contingent Payment, which vest ratably in seven quarterly tranches starting on July 1, 2022, such that on January 1, 2024 (the “Vesting Date”), all shares issued to Eyce under the Amended 2022 Contingent Payment will have vested. The shares of Class A common stock issued under the Amended 2022 Contingent Payment are subject to certain forfeiture restrictions tied to the continued employment of certain Eyce personnel with the Company through the Vesting Date.

The Amended Eyce APA also provided for the payment of $0.9 million in cash in four equal installments on April 1, 2023, July 1, 2023, October 1, 2023 and January 1, 2024, contingent on the achievement of certain deliverables outlined in the Amended Eyce APA and the continued employment of certain Eyce personnel. The transaction was accounted for separately from acquisition accounting for the Eyce business combination. The April 2, 2023 and July 1, 2023 payments were paid timely, the remaining payments, if not paid timely will roll into the Synergy Imports, LLC Bridge Loan and included in the potential additionally deferred amounts under that Loan..

VIBES Sale

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The carrying amounts for certain of our financial instruments, including cash, accounts receivable, accounts payable and certain accrued expenses and other assets and liabilities, approximate fair value due to the short-term nature of these instruments.

As of September 30, 2023 and December 31, 2022, we had contingent consideration that is required to be measured at fair value on a recurring basis.

Our financial instruments measured at fair value on a recurring basis were as follows at the dates indicated:

						Condensed Consolidated Balance Sheet Caption						Fair Value at September 30, 2023
(in thousands)												Level 1						Level 2						Level 3						Total
Liabilities:
Contingent consideration - current						Accrued expenses and other current liabilities						$	—					$	—					1,500						1,500
Total Liabilities												$	—					$	—					$	1,500					$	1,500

						Condensed Consolidated Balance Sheet Caption						Fair Value at December 31, 2022
(in thousands)												Level 1						Level 2						Level 3						Total
Liabilities:
Contingent consideration - current						Accrued expenses and other current liabilities						$	—					$	—					$	2,738					$	2,738
Total Liabilities												$	—					$	—					$	2,738					$	2,738

There were no transfers between Level 1 and Level 2 and no transfers to or from Level 3 of the fair value hierarchy during the three and nine months ended September 30, 2023 and 2022, respectively.

Derivative Instrument and Hedging Activity

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On July 11, 2019, we entered into an interest rate swap contract to manage our risk associated with the interest rate fluctuations on the Company’s floating rate Real Estate Note described in “Note 6 - Debt.” The counterparty to this instrument was a reputable financial institution. Our interest rate swap contract was designated as a cash flow hedge at the inception date and was previously reflected at its fair value in our consolidated balance sheets. The fair value of our interest rate swap liability was determined based on the present value of expected future cash flows. Since our interest rate swap value was based on the LIBOR forward curve and credit default swap rates, which were observable at commonly quoted intervals for the full term of the swap, it was considered a Level 2 measurement.

Beginning with the second quarter of 2022, we discontinued hedge accounting for the interest rate swap contract. During the second quarter of 2022, we also reclassified the related accumulated other comprehensive income balance of $0.3 million to "interest expense" in our condensed consolidated statement of income and comprehensive loss.

Refer to “Note 8 — Supplemental Financial Information” for further details on the components of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2023 and 2022, respectively.

The unrealized loss on the derivative instrument prior to the discontinuation of hedge accounting was included within “Other comprehensive income (loss)” in our condensed consolidated statement of operations and comprehensive loss. There was no measure of hedge ineffectiveness and no reclassifications from other comprehensive loss into interest expense for the three months ended September 30, 2022. In August 2022, we terminated the interest swap contract.

Contingent Consideration

Each period we revalue our contingent consideration obligations associated with business acquisitions to their fair value. We estimate the fair value of the Product Launch Contingent Payments using a form of the scenario-based method, which includes significant unobservable inputs such as management’s identification of probability-weighted outcomes and a risk-adjusted discount rate over the earn-out period. Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability. Changes in the fair value of contingent consideration are included within “Other income (expense), net” in our condensed consolidated statements of operations and comprehensive loss.

A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows:

(in thousands)			Nine Months Ended September 30, 2023
Balance at December 31, 2022			$	2,738
Cash payments for earned contingent consideration			(350)
Transfer to notes payable			(1,150)
Loss (gain) from fair value adjustments included in results of operations			262
Balance September 30, 2023			$	1,500

(in thousands)			Nine Months Ended September 30, 2022
Balance at December 31, 2021			$	6,857
Eyce 2021 Contingent Payment settlement in Class A common stock			(875)
Eyce 2021 Contingent Payment settlement in cash			(875)
DaVinci 2021 Contingent Payment settlement in Class A common stock			(2,611)
Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA			(267)
Gain from fair value adjustments included in results of operations			(929)
Balance at September 30, 2022			$	1,300

Equity Securities Without a Readily Determinable Fair Value

Our investment in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC (“Sun Grown”) and Vapor Dosing Technologies, Inc. (“VIVA”). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities.

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Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. We acquired our investments in Sun Grown and VIVA as part of our merger with KushCo, which we completed in August 2021. We did not identify any fair value adjustments related to these equity securities during the three and nine months ended September 30, 2023 and 2022, respectively.

As of September 30, 2023 and December 31, 2022, the carrying value of our investment in equity securities without a readily determinable fair value was approximately $2.5 million and $2.5 million, respectively, included within "Other assets" in our condensed consolidated balance sheets. The carrying value included a fair value adjustment of $1.5 million based on an observable price change recognized during the year ended December 31, 2019.

Greenlane as a Lessee

As of September 30, 2023, we had facilities financed under operating leases consisting of warehouses, offices, and retail stores, with lease term expirations between 2023 and 2027. Lease terms are generally three to seven years for warehouses, office space and retail store locations. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our condensed consolidated balance sheet as of September 30, 2023. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.

(in thousands)						Operating Leases
Remainder of 2023						$	261
2024						914
2025						942
2026						81
2027 and thereafter						—
Total minimum lease payments						$	2,197
Less: imputed interest						61
Present value of minimum lease payments						$	2,136
Less: current portion						898
Long-term portion						$	1,238

Rent expense under operating leases was approximately $0.4 million and $1.5 million for three and nine months ended September 30, 2023, respectively, and approximately $0.6 million and $2.1 million for the three and nine months ended September 30, 2022, respectively.

The following expenses related to our operating leases were included in "general and administrative" expenses within our condensed consolidated statements of operations and comprehensive loss:

						For the nine months ended September 30,
(in thousands)						2023						2022
Operating lease cost						1,474						2,120
Variable lease cost						461						696
Total lease cost						$	1,935					$	2,816

The table below presents lease-related terms and discount rates as of September 30, 2023:

						Operating Leases
Weighted average remaining lease terms						2.2 years
Weighted average discount rate						2.3		%

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Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated:

(in thousands)			September 30, 2023						December 31, 2022
Asset-Based Loan			$	—					$	15,000
DaVinci Promissory Note			653						2,538
Eyce Promissory Note			—						647
Future Receivables Financings			2,150						—
Secured Bridge Loan			4,175						—
			6,978						18,185
Less unamortized debt issuance costs			—						(1,960)
Less current portion of debt			(6,978)						(3,185)
Debt, net, excluding operating and finance leases and liabilities			$	—					$	13,040

Bridge Loan

In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, in which Mr. LoCascio provided us with a bridge loan in the principal amount of $8.0 million (the “December 2021 Note”). The December 2021 Note accrued interest at a rate of 15.0% is due monthly, and the principal amount was originally due in full on June 30, 2022. We incurred $0.3 million of debt issuance costs related to the December 2021 Note, which were recorded as a direct deduction from the carrying amount of the December 2021 Note, and which were amortized over the term of the December 2021 Note through interest expense. The December 2021 Note was secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and included negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of the maturity date or the December 2021 Note being fully repaid.

On June 30, 2022, we entered into the First Amendment to the December 2021 Note (the "First Amendment"), which extended the maturity date of the December 2021 Note to July 14, 2022. On July 14, 2022, we entered into the Second Amendment to the December 2021 Note (the “Second Amendment” and together with the December 2021 Note, the "Bridge Loan"), which provided for the extension of the maturity date of the Bridge Loan from July 14, 2022 to July 19, 2022. In connection with the entry into the Second Amendment, we repaid $4.0 million of the aggregate principal amount due under the Bridge Loan on July 14, 2022, with the remainder due at maturity. On July 19, 2022, we repaid the remaining balance on the Bridge Loan in full, and, as a result, all obligations under the Bridge Loan have been satisfied.

Real Estate Note

On October 1, 2018, one of the Operating Company’s wholly-owned subsidiaries financed the purchase of a building, which served as our corporate headquarters, through a real estate term note (the “Real Estate Note”) in the principal amount of $8.5 million. Our obligations under the Real Estate Note were secured by a mortgage on the property.

On August 8, 2022, we entered into a note, mortgage and loan modification agreement (the "Real Estate Note Amendment"), which amended the maturity date of the Real Estate Note to reflect a maturity date of December 1, 2022, whereupon all principal and accrued interest were to become due and payable, in full.

In September 2022, 1095 Broken Sound consummated the previously disclosed transactions contemplated by that certain Purchase and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound and ACS 1095 LLC ("the HQ Purchaser") whereby 1095 Broken Sound agreed to sell a certain parcel of real estate including the our headquarters building to the HQ Purchaser for total proceeds of $9.6 million in cash. On the Closing Date, the Company used a portion of the proceeds from the HQ Transaction to repay the remainder of the Real Estate Note in full. There was no remaining balance related to the Real Estate Note on our consolidated balance sheet as of September 30, 2023 or December 31, 2022.

Asset-Based Loan

On August 9, 2022, we entered into an asset-based loan pursuant to that certain Loan and Security Agreement, dated as of August 8, 2022 (the “Loan Agreement”), by and among the Company, certain subsidiaries of the Company (the “Guarantors”), the parties thereto from time to time as lenders (the “Lenders”), and WhiteHawk Capital Partners LP, as the agent for the Lenders (the "Asset-Based Loan" or "Line of Credit").

Pursuant to the Loan Agreement, the Lenders agreed to make available to us a term loan of up to $15.0 million on the terms and conditions set forth therein and the other Financing Agreements (as defined therein). As of December 31, 2022, of the total term

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loan amount, $5.7 million was located in a blocked account, which was classified as “restricted cash” on our condensed consolidated balance sheet, and which released the funds when permitted by the borrowing base certificate. Subject to certain exceptions described in the Loan Agreement, the Company and the Guarantors agreed to pledge all of their assets as collateral. The maturity date of the Asset-Based Loan is the third anniversary of the closing date (the “Maturity Date”).

We incurred $1.5 million of debt issuance costs related to the Asset-Based Loan, as well as an original issue discount of $0.5 million, which were recorded as a direct deduction from the carrying amount of the Asset-Based Loan, and which were amortized through interest expense over the term of the Asset-Based Loan. The Asset-Based Loan contained customary covenants and restrictions, including, without limitation, covenants that required us to comply with applicable laws, restrictions on our ability to incur additional indebtedness, and various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under the Asset-Based Loan and execution upon the collateral securing obligations under the Asset-Based Loan.

The Asset-Based Loan accrued interest at the prime rate plus 8.0% and interest payments were due monthly. Based on the original terms, beginning with the fiscal quarter ending September 30, 2023, and for each fiscal quarter thereafter until the Maturity Date, quarterly payments of $0.3 million would be due, with a final payment of all remaining outstanding principal and accrued interest due on the Maturity Date.

On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, pursuant to which we agreed to, among other things, to voluntarily prepay approximately $6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement. Amendment No. 2 to the Loan Agreement also provided that we would make additional prepayments upon the occurrence of certain specified asset sales by the Company.

On August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Loan Agreement, in accordance with the terms of the Loan Agreement.

DaVinci Promissory Note

In November 2021, one of the Operating Company's wholly-owned subsidiaries financed the acquisition of DaVinci through the issuance of an unsecured promissory note (the "DaVinci Promissory Note") in the principal amount of $5.0 million. Principal payments plus accrued interest at a rate of 4.0% are due quarterly through October 2023.

Eyce Promissory Note

In March 2021, one of the Operating Company's wholly-owned subsidiaries financed a portion of the consideration of the acquisition of Eyce through the issuance of an unsecured promissory note (the "Eyce Promissory Note") in the principal amount of $2.5 million. Principal payments plus accrued interest at a rate of 4.5% are due quarterly through April 2023. As of September 30, 2023, the Eyce Promissory Note was repaid in full, and there was no remaining balance on our condensed consolidated balance sheet.

Future Receivables Financings

On July 31, 2023 and August 3, 2023, the Company received an aggregate of approximately $3.0 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. The Company will make weekly payments under the Future Receivables Financings and is scheduled to repay the amounts due under the Future Receivables Financings in full in approximately six to eight months. The total amount to be repaid under the initial Future Receivables Financings was approximately $4.5 million. In connection with the Future Receivables Financings, the Company granted the lenders security interests in Company's accounts receivable equal to the amounts due thereunder, and in connection with any event of default, the lenders may file financing statements evidencing the security interests.

Secured Bridge Loan

On September 22, 2023, Greenlane Holdings, Inc. (the “Company”) entered into a secured loan pursuant to a Loan and Security Agreement, dated as of September 22, 2023 (the “Loan Agreement”) with Synergy Imports, LLC (the "Lender").

Pursuant to the Loan Agreement, the Lender agreed to make available to the Company a six-month bridge loan of $2.2 million in new funds. Additionally, the Lender agreed to defer payments totaling $2,028,603.59 already owed by the Company under existing payment obligations and potentially defer up to an additional $2,655,777.63 which may become due pursuant to existing agreements during the term of the Loan Agreement.

Subject to certain exceptions, the Company agreed to pledge all of its assets, with the exception of deposit accounts and accounts receivable, as collateral. Additionally, the Company agreed to transfer one US patent and two related foreign patents

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and a related trademark in exchange for an exclusive license back of such assets in the area of smoking products and accessories in connection with the loan.

Legal Proceedings

In the ordinary course of business, we are involved in various legal proceedings involving a variety of matters. We do not believe there are any pending legal proceedings that will have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. We have not taken any reserves for litigation for the three and nine months ended September 30, 2023 and 2022, respectively.

Other Contingencies

We are potentially subject to claims related to various non-income taxes (such as sales, value added, consumption, and similar taxes) from various tax authorities, including in jurisdictions in which we already collect and remit such taxes. If the relevant taxing authorities were successfully to pursue these claims, we could be subject to significant additional tax liabilities.

ERC Sale

As of December 31, 2022, we had recorded an Employee Retention Credit (“ERC”) receivable of $4.9 million within "Other current assets" on our consolidated balance sheets, and a corresponding amount was included in "Other income (expense), net" in our consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. On February 16, 2023, two of Greenlane Holdings, Inc.’s subsidiaries, Warehouse Goods LLC and KIM International LLC (collectively, the “Company”), entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $4.9 million in cash, an economic participation interest, at a discount, in all of the Company’s rights to payment from the United States Internal Revenue Service with respect to the employee retention credits filed by the Company under the ERC program.

Other Current Assets

The following table summarizes the composition of other current assets as of the dates indicated:

(in thousands)			September 30, 2023						December 31, 2022
Other current assets:
Employee retention credit (ERC) receivable			$	—					$	4,854
VAT refund receivable (Note 2)			1,878						143
Prepaid expenses			2,757						1,293
Indemnification receivable, net			7						736
Customs bonds			1,200						1,378
Other			1,310						2,716
			$	7,152					$	11,120

Accrued Expenses and Other Current Liabilities

The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated:

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(in thousands)			September 30, 2023						December 31, 2022
Accrued expenses and other current liabilities:
VAT payable (including amounts related to VAT matter described in Note 2)			$	3,663					$	2,809
Contingent consideration			1,500						2,738
Accrued employee compensation			2,323						3,812
Amended Eyce APA			—						430
Accrued professional fees			320						818
Refund liability (including accounts receivable credit balances)			113						329
Accrued construction in progress (ERP)			—						170
Sales tax payable			672						578
Other			805						198
			$	9,396					$	11,882

Customer Deposits

For certain product offerings we may receive a deposit from the customer (generally 25% - 50% of the total order cost, but the amount can vary by customer contract), when an order is placed by a customer. We typically complete orders related to customer deposits within one to six months from the date of order, depending on the complexity of the customization and the size of the order, but the order completion timeline can vary by product type and terms of sale with each customer. Changes in our customer deposits liability balance during the nine months ended September 30, 2023 were as follows:

(in thousands)			Customer Deposits
Balance as of December 31, 2022			$	3,983
Increases due to deposits received, net of other adjustments			4,135
Revenue recognized			(5,708)
Balance as of September 30, 2023			$	2,410

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) for the periods presented were as follows:

(in thousands)			Foreign Currency Translation						Unrealized Gain or (Loss) on Derivative Instrument						Total
Balance at December 31, 2022			$	55					$	—					$	55
Other comprehensive income (loss)			183						—						183
Less: Other comprehensive (income) loss attributable to non-controlling interest			—						—						—
Balance at September 30, 2023			$	238					$	—					$	238

(in thousands)			Foreign Currency Translation						Unrealized Gain or (Loss) on Derivative Instrument						Total
Balance at December 31, 2021			$	282					$	42					$	324
Other comprehensive income (loss)			(212)						358						146
Less: Reclassification adjustment for (gain) loss included in net loss (Note 4)			—						(332)						(332)
Less: Other comprehensive (income) loss attributable to non-controlling interest			(17)						(68)						(85)
Balance at September 30, 2022			$	53					$	—					$	53

Supplier Concentration

Our four largest vendors accounted for an aggregate of approximately 64.2% and 74.7% of our total purchases for the three and nine months ended September 30, 2023, respectively, and an aggregate of approximately 66.9% and 72.6% of our total purchases for the three and nine months ended September 30, 2022, respectively. We expect to maintain our relationships with these vendors.

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Related Party Transactions

Nicholas Kovacevich, our former Chief Corporate Development Officer, owns capital stock of Unrivaled Brands Inc. (“Unrivaled”) and serves on the Unrivaled board of directors. Net sales to Unrivaled totaled approximately $0 for both the three and nine months ended September 30, 2023, respectively, and $0 and $0.4 million for the three and nine months ended September 30, 2022, respectively. Total accounts receivable due from Unrivaled were approximately $0.4 million as of September 30, 2023 and December 31, 2022, respectively. On February 8, 2023, we filed a lawsuit against Unrivaled in Superior Court of California, Orange County, seeking to compel the repayment of Unrivaled's open balance due to us. We can provide no assurances that we will be successful in this lawsuit, or that the amounts due to us, or any portion thereof, will be recovered.

Three individuals who were employees of the Company at the time are principals in Synergy Imports, LLC the Lender on the Secured Bridge Loan taken out on September 22, 2023, however, none are executive officers or directors of the Company.

Shares of our Class A common stock have both voting interests and economic interests (i.e., the right to receive distributions or dividends, whether cash or stock, and proceeds upon dissolution, winding up or liquidation), while shares of our Class B common stock have voting interests but no economic interests. Each share of our Class A common stock and Class B common stock entitles the record holder thereof to one vote on all matters on which stockholders generally are entitled to vote, and except as otherwise required in the A&R Charter, the holders of Common Stock will vote together as a single class on all matters (or, if any holders of our preferred stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of preferred stock).

Effective August 9, 2022, we completed a one-for-20 reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the "Common Stock"), as further described in "Note 2 - Summary of Significant Accounting Policies." As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split.

Effective June 5, 2023, we completed a one-for-10 reverse stock split (the "2023 Reverse Stock Split" and together with the 2022 Reverse Stock Split, the "Reverse Stock Splits") of our issued and outstanding shares of Common Stock, as further described in "Note 2 - Summary of Significant Accounting Policies." As a result of the 2023 Reverse Stock Split, every 10 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split.

The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All share and per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital.

Non-Controlling Interest

As discussed in “Note 1—Business Operations and Organization,” we consolidate the financial results of the Operating Company in our consolidated financial statements and report a non-controlling interest related to the Common Units held by non-controlling interest holders. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100.0% of the economic interests in the Operating Company. The non-controlling interest in the accompanying consolidated statements of operations and comprehensive loss represents the portion of the net loss attributable to the economic interest in the Operating Company previously held by the non-controlling holders of Common Units calculated based on the weighted average non-controlling interests’ ownership during the periods presented.

At-the-Market Equity Offering

In August 2021, we established an "at-the-market" equity offering program (the "ATM Program") that provides for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time, through Cowen and Company, LLC ("Cowen"), as the sales agent. Net proceeds from sales of our shares of Class A common stock under the ATM Program are expected to be used for working capital and general corporate purposes.

Sales of our Class A common stock under the ATM Program may be made by means of transactions that are deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Global Market or sales made to or through a market maker or through an electronic communications network. We are under no obligation to offer and sell shares of our Class A common stock under the ATM Program.

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Shares of our Class A common stock will be issued pursuant to our effective shelf registration statement on Form S-3 (File No. 333-257654), and a prospectus supplement relating to the Class A common stock that was filed with the Securities and Exchange Commission on April 18, 2022. Pursuant to Instruction I.B.6, in no event will the Company sell Class A common stock through the ATM Program with a value exceeding more than one-third of the Company’s “public float” (the market value of the Company’s Class A common stock and any other equity securities that it issues in the future that are held by non-affiliates) in any twelve-month period so long as the Company’s public float remains below $75.0 million.

On April 18, 2022, we entered into Amendment No. 1 (the “ATM Amendment”) to the sales agreement dated August 2, 2022 with Cowen. The purpose of the Amendment was to add the limitations imposed on the ATM Program by Instruction I.B.6 to the sales agreement. At the time of our entry into the ATM Amendment, approximately $37.3 million in shares remained available for issuance under the ATM Program.

Due to the untimely filing of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement for a period of 12 months, which will limit our liquidity options in the capital markets.

The table below summarizes sales of our Class A common stock under the ATM program:

($ in thousands)			August 2021 (Inception) through September 30, 2023
Class A shares sold*			97,262
Gross proceeds			$	12,684
Fees paid to sales agent			$	381
Net proceeds			$	12,303

*After giving effect to the Reverse Stock Splits.

Common Stock and Warrant Offerings

June 2022 Offering

On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 58,500 shares of our Class A common stock, pre-funded warrants to purchase up to 49,500 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 108,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The shares of Class A common stock and June 2022 Warrants were sold in Units (the “June 2022 Units”), with each unit consisting of one share of Class A common stock or a June 2022 Pre-Funded Warrant and a June 2022 Standard Warrant to purchase one share of our Class A common stock. The June 2022 Units were offered pursuant to the Shelf Registration Statement. The June 2022 Standard Warrants are exercisable six months from the date of issuance at an exercise price equal to $5.00 per share of Class A common stock for a period of five years. Each June 2022 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.001. The June 2022 Offering generated gross proceeds of approximately $5.4 million and net proceeds to the Company of approximately $5.0 million.

All June 2022 Pre-Funded Warrants were exercised in July 2022, based upon which we issued an additional 49,500 shares of our Class A common stock, for de minimis net proceeds.

October 2022 Offering

On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A common stock (the "October 2022 Pre-Funded Warrants") and warrants to purchase up to 1,666,667 shares of our Class A common stock (the "October 2022 Standard Warrants"). The October 2022 units each consisted of one share of Class A common stock or a October 2022 Pre-Funded Warrant and two October 2022 Standard Warrants to purchase one share of our Class A common stock. The October 2022 units were offered pursuant to the S-1 Registration Statement. The October 2022 Standard Warrants are exercisable immediately at an exercise price equal to $0.90 per share of Class A common stock for a period of seven years. Each October 2022 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.0001. The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million.

All October 2022 Pre-Funded Warrants were exercised in November 2022, based upon which we issued an additional 137,778 shares of our Class A common stock, for de minimis net proceeds.

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July 2023 Offering

On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A common stock (the "July 2023 Pre-Funded Warrants") and warrants to purchase up to 8,095,238 shares of our Class A common stock (the "July 2023 Standard Warrants"). The July 2023 units each consisted of one share of Class A common stock or a July 2023 Pre-Funded Warrant and two July 2023 Standard Warrants to purchase one share of our Class A common stock. The July 2023 units were offered pursuant to an effective Registration Statement on Form S-1. The July 2023 Standard Warrants are exercisable immediately at an exercise price equal to $1.05 per share of Class A common stock for a period of five years. Each July 2023 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.0001. The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.8 million.

As of the date of this Quarterly Report on Form 10-Q, 1,576,143 July 2023 Pre-Funded Warrants have been exercised, based upon which we issued an additional 1,576,143 shares of our Class A common stock, for de minimis net proceeds.

In connection with the July 2023 Offering, the Company entered into privately negotiated agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in connection with the June 2022 and October 2022 Offerings at exercise prices per share of $50.00 and $9.00, respectively, and expire on December 29, 2027 and November 1, 2029, respectively (collectively, the “Prior Warrants”), effective upon the closing of the July 2023 Offering to reduce the exercise price of the Prior Warrants to $1.05, the exercise price of the warrants to purchase shares of Class A common stock offered in the July 2023 Offering. All other terms of the Prior Warrants remained unchanged.

Net Loss Per Share

Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive instruments.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Class A common stock is as follows (in thousands, except per share amounts):

			Three months ended September 30,												Nine months ended September 30,
(in thousands, except per share data)			2023						2022						2023						2022
Numerator:
Net loss			$	(10,098)					$	(137,245)					$	(27,869)					$	(170,475)
Less: Net loss attributable to non-controlling interests			19						(6,742)						(27)						(12,516)
Plus: Deemed Dividend on "October 2022 Standard Warrants"			$	(388)					$	—					$	(388)					$	—
Net loss attributable to Class A common stockholders			$	(10,505)					$	(130,503)					$	(28,230)					$	(157,959)
Denominator:
Weighted average shares of Class A common stock outstanding*			5,513						657						2,918						569
Net loss per share of Class A common stock - basic and diluted*			$	(1.91)					$	(198.51)					$	(9.67)					$	(277.41)

*After giving effect to the Reverse Stock Splits.

The June 2022 Pre-Funded Warrants, October 2022 Pre-Funded Warrants, July 2023 Pre-Funded Warrants were included in the weighted-average in the computation of basic net loss per share of Class A common stock for the three and nine months ended September 30, 2023, respectively, beginning with their issuance date, as their stated exercise price of $0.001 was non-substantive and their exercise was virtually assured.

On June 29, 2023 in connection with the July 2023 Offering, the Company entered into agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in November 2022 at an exercise price per share of $9.00. The warrants expire on November 1, 2029. In connection with the amendment, the exercise price of the warrants was reduced to $1.05. The impact of the amendment resulted in a deemed dividend in the amount of $0.4 million. The deemed dividend was calculated by the change in fair value.

---

For the three and nine months ended September 30, 2023 and 2022, respectively, shares of Class B common stock and stock options and warrants to purchase Class A common stock were excluded from the weighted-average in the computation of diluted net loss per share of Class A common stock because the effect would have been anti-dilutive.

Shares of our Class B common stock do not share in our earnings or losses and are therefore not participating securities. As such, separate calculations of basic and diluted net loss per share for each of our Class B common stock under the two-class method have not been presented for the three and nine months ended September 30, 2022, respectively. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100.0% of the economic interests in the Operating Company.

Amended and Restated 2019 Equity Incentive Plan

In April 2019, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”). In August 2021, we adopted, and our shareholders approved, the Amended and Restated 2019 Equity Incentive Plan (the "Amended 2019 Plan"), which amends and restates the 2019 Plan in its entirety. At our 2022 Annual Meeting of Stockholders on August 4, 2022, stockholders approved the Second Amended and Restated 2019 Equity Incentive Plan (the "Second Amended 2019 Plan") which, among other things, increased the number of shares of Class A common stock authorized for issuance under the Amended 2019 Plan. Following the effect of the Reverse Stock Splits, the total number of shares of Class A common stock authorized for issuance is 110,000 shares.

The Second Amended 2019 Plan provides eligible participants with compensation opportunities in the form of cash and equity incentive awards. The Second Amended 2019 Plan is designed to enhance our ability to attract, retain and motivate our employees, directors, and executive officers, and incentivizes them to increase our long-term growth and equity value in alignment with the interests of our stockholders.

On June 2, 2023, the Company's stockholders approved a third amendment and restatement of the 2019 Plan (the "Third Amended Plan"). The Third Amended Plan, among other things, increases the number of shares of Class A common stock authorized for issuance under the Second Amended 2019 Plan by 209,862 shares to an aggregate of 319,862 shares. As of the date of this Quarterly Report on Form 10-Q, we have not filed a Registration Statement on Form S-8 with the Securities and Exchange Commission to register the additional shares authorized under the Third Amended Plan.

Equity-Based Compensation Expense

Equity-based compensation expense is included within "salaries, benefits and payroll taxes" in our condensed consolidated statements of operations and comprehensive loss. We recognized equity-based compensation expense as follows:

						For the three months ended September 30,												For the nine months ended September 30,
(in thousands)						2023						2022						2023						2022
Stock options - Class A common stock						$	(77)					$	82					$	2					$	1,017
Restricted shares - Class A common stock						8						105						29						463
Restricted stock units (RSUs) - Class A common stock						—						—						—						11
Total equity-based compensation expense						$	(69)					$	187					$	31					$	1,491

Total remaining unrecognized compensation expense as of September 30, 2023 was as follows:

						Remaining Unrecognized Compensation Expense September 30, 2023						Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized
						(in thousands)						(in years)
Stock options - Class A common stock						$	45					1.1
Restricted shares - Class A common stock						26						1.1
Total remaining unrecognized compensation expense						$	71

---

As a result of the IPO and the related transactions completed in April 2019, we owned a portion of the Common Units of the Operating Company, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the Operating Company was generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by the Operating Company was passed through to and included in the taxable income or loss of its members, including Greenlane, on a pro-rata basis, in accordance with the terms of the Operating Agreement. The Operating Company was also subject to taxes in foreign jurisdictions. We are a corporation subject to U.S. federal income taxes, in addition to state and local income taxes, based on our share of the Operating Company’s pass-through taxable income.

Effective on December 31, 2022, the Operating Company became wholly owned by us. As a result, the Operating Company’s tax status was converted from a partnership to a disregarded entity. Starting in 2023, 100% of the Operating Company’s U.S. income and expenses will be included in our US and state tax returns.

During the three and nine months ended September 30, 2023 and 2022, respectively, management performed an assessment of the realizability of our deferred tax assets based upon which management determined that it is not more likely than not that the results of operations will generate sufficient taxable income to realize portions of the net operating loss benefits. Consequently, we established a full valuation allowance against our deferred tax assets and reflected a carrying balance of $0 as of September 30, 2023 and December 31, 2022, respectively. In the event that management determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance will be made, which would reduce December the provision for income taxes.

Uncertain Tax Positions

For the three and nine months ended September 30, 2023 and 2022, respectively, we did not have any unrecognized tax benefits as a result of tax positions taken during a prior period or during the current period. No interest or penalties have been recorded as a result of tax uncertainties. The Company is subject to audit examination for federal and state purposes for the years 2018 – 2022.

Tax Receivable Agreement (TRA)

We entered into the TRA with the Operating Company and each of the members (other than Greenlane Holdings, Inc.) that provides for the payment by the Operating Company to the members of 85% of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions of Common Units as described in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA.

The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate.

As noted above, we evaluated the realizability of the deferred tax assets resulting from the IPO and the related transactions completed in April 2019 and established a full valuation allowance against those benefits. As a result, we determined that the amount or timing of payments to noncontrolling interest holders under the TRA are no longer probable or reasonably estimable. Based on this assessment, our TRA liability was $0 as of September 30, 2023 and December 31, 2022.

If utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, we will record a liability related to the TRA, which would be recognized as expense within our condensed consolidated statements of operations and comprehensive (loss) income.

During the three and nine months ended September 30, 2023 and 2022, respectively, we did not make any payments, inclusive of interest, to members of the Operating Company pursuant to the TRA.

We define our segments as those operations whose results are regularly reviewed by our CODM to analyze performance and allocate resources. Therefore, segment information is prepared on the same basis that management reviews financial information for operational decision-making purposes. Our CODM is a committee comprised of our CEO and our CFO.

We determined we had two operating segments as of September 30, 2023, which are the same as our reportable segments: (1) Consumer Goods and (2) Industrial Goods. These operating segments align with how we manage our business as of the third quarter of 2023. The accounting policies of the reportable segments are the same as those described in "Note 2 - Summary of Significant Accounting Policies."

---

The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary Greenlane Brands, including Eyce, DaVinci, Groove, Marley Natural, Keith Haring and Higher Standards, as well as lifestyle products and accessories from leading brands, such as Storz and Bickel, PAX, and many more. The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin Greenlane Brands.

The Industrial Goods segment focuses on serving the premier brands, operators, and retailers through our wholesale operations by providing ancillary products essential to their growth, such as customizable packaging and supply products, which includes our vaporization solutions offering including CCELL branded products.

Our CODM allocates resources to, and assesses the performance of, our two operating segments based on the operating segments' net sales and gross profit. The following table sets forth information by reportable segment for the three and nine months ended September 30, 2023 and 2022, respectively. There were no material intersegment sales during the three and nine months ended September 30, 2023 and 2022, respectively.

			For the three months ended September 30, 2023																		For the three months ended September 30, 2022
(in thousands)			Consumer Goods						Industrial Goods						Total						Consumer Goods						Industrial Goods						Total
Net sales			$	5,988					$	5,812					$	11,800					$	8,565					$	20,115					$	28,680
Cost of sales			4,197						4,474						8,671						7,937						15,774						23,711
Gross profit			$	1,791					$	1,338					$	3,129					$	628					$	4,341					$	4,969

			For the nine months ended September 30, 2023																		For the nine months ended September 30, 2022
(in thousands)			Consumer Goods						Industrial Goods						Total						Consumer Goods						Industrial Goods						Total
Net sales			$	19,823					$	35,561					$	55,384					$	41,617					$	73,513					$	115,130
Cost of sales			13,942						28,220						42,162						35,104						60,990						96,094
Gross profit			$	5,881					$	7,341					$	13,222					$	6,513					$	12,523					$	19,036

The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments:

			As of September 30, 2023																		As of December 31, 2022
(in thousands)			Consumer Goods						Industrial Goods						Total						Consumer Goods						Industrial Goods						Total
Accounts receivable, net			$	1,129					$	796					$	1,925					$	967					$	5,501					$	6,468
Inventories, net			$	15,032					$	7,606					$	22,638					$	19,259					$	21,384					$	40,643
Vendor deposits			$	2,205					$	1,146					$	3,351					$	3,269					$	3,027					$	6,296

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v3.23.4

Cover - shares	9 Months Ended
	Sep. 30, 2023	Jan. 08, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-38875
Entity Registrant Name	Greenlane Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-0806637
Entity Address, Address Line One	1095 Broken Sound Parkway,
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Boca Raton,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	877
Local Phone Number	292-7660
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	GNLN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,734,211
Entity Central Index Key	0001743745
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

v3.23.4

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash		$ 2,443	$ 6,458
Restricted cash		0	5,718
Accounts receivable, net of allowance of $4,208 and $4,826 at September 30, 2023 and December 31, 2022, respectively		1,925	6,468
Inventories, net		22,638	40,643
Vendor deposits		3,351	6,296
Other current assets		7,152	11,120
Total current assets		37,509	76,703
Property and equipment, net		3,237	3,962
Operating lease right-of-use assets		2,163	3,442
Other assets		5,539	5,578
Total assets		48,448	89,685
Current liabilities
Accounts payable		11,909	14,953
Accrued expenses and other current liabilities (Note 8)		9,396	11,882
Customer deposits		2,410	3,983
Current portion of notes payable (Note 6)		6,978	3,185
Current portion of operating leases		898	1,528
Current portion of finance leases		128	128
Total current liabilities		31,719	35,659
Notes payable, less current portion and debt issuance costs, net (Note 6)		0	13,040
Operating leases, less current portion		1,238	1,887
Finance leases, less current portion		0	29
Other liabilities		80	79
Total long-term liabilities		1,318	15,035
Total liabilities		33,037	50,694
Commitments and contingencies (Note 7)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 10,000 shares authorized, none issued and outstanding		0	0
Additional paid-in capital	[1]	268,105	264,017
Accumulated deficit		(252,956)	(225,114)
Accumulated other comprehensive income		238	55
Total stockholders’ equity attributable to Greenlane Holdings, Inc.		15,420	38,973
Non-controlling interest		(9)	18
Total stockholders’ equity		15,411	38,991
Total liabilities and stockholders’ equity		48,448	89,685
Common Class A
STOCKHOLDERS’ EQUITY
Common stock	[1]	33	15
Common Class B
STOCKHOLDERS’ EQUITY
Common stock	[1]	$ 0	$ 0
[1] After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders' Equity.

v3.23.4

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounts receivable, allowance for credit loss, current	$ 4,208	$ 4,826
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common Class A
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	600,000,000	600,000,000
Common stock, issued (in shares)	3,448,000	1,599,000
Common stock, outstanding (in shares)	3,448,000	1,599,000
Common Class B
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	30,000,000	30,000,000
Common stock, issued (in shares)	0	0
Common stock, outstanding (in shares)	0	0

v3.23.4

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales		$ 11,800	$ 28,680	$ 55,384	$ 115,130
Cost of sales		8,671	23,711	42,162	96,094
Gross profit		3,129	4,969	13,222	19,036
Operating expenses:
Salaries, benefits and payroll taxes		4,059	7,000	14,586	25,897
General and administrative		5,433	8,547	20,209	30,850
Goodwill and indefinite-lived intangibles impairment		0	66,760	0	66,760
Definite-lived intangibles impairment charge		0	50,694	0	50,694
Property and equipment impairment charge		0	7,336	0	7,336
Depreciation and amortization		524	2,124	1,492	6,876
Total operating expenses		10,016	142,461	36,287	188,413
Loss from operations		(6,887)	(137,492)	(23,065)	(169,377)
Other income (expense), net:
Interest expense		(3,415)	(926)	(5,148)	(1,598)
Other income (expense), net		204	1,173	338	562
Total other income (expense), net		(3,211)	247	(4,810)	(1,036)
Loss before income taxes		(10,098)	(137,245)	(27,875)	(170,413)
Provision for (benefit from) income taxes		0	0	(6)	62
Net loss		(10,098)	(137,245)	(27,869)	(170,475)
Less: Net loss attributable to non-controlling interest		19	(6,742)	(27)	(12,516)
Net loss attributable to Greenlane Holdings, Inc.		$ (10,117)	$ (130,503)	$ (27,842)	$ (157,959)
Net loss attributable to Class A common stock per share - basic (Note 9) (in dollars per share)	[1]	$ (1.91)	$ (198.51)	$ (9.67)	$ (277.41)
Net loss attributable to Class A common stock per share - diluted (Note 9) (in dollars per share)	[1]	$ (1.91)	$ (198.51)	$ (9.67)	$ (277.41)
Weighted-average shares of Class A common stock outstanding - basic (Note 9) (in shares)	[1]	5,513	657	2,918	569
Weighted-average shares of Class A common stock outstanding - diluted (Note 9)	[1]	5,513	657	2,918	569
Other comprehensive income (loss):
Foreign currency translation adjustments		$ (24)	$ (238)	$ 181	$ (212)
Unrealized gain (loss) on derivative instrument		0	0	0	358
Comprehensive loss		(10,122)	(137,483)	(27,688)	(170,329)
Less: Comprehensive loss attributable to non-controlling interest		0	(6,742)	(8)	(12,430)
Comprehensive loss attributable to Greenlane Holdings, Inc.		$ (10,122)	$ (130,741)	$ (27,680)	$ (157,899)
[1] After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders' Equity.

v3.23.4

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands		Total	ATM Program	June 2022 Offering	Additional Paid-In Capital		Additional Paid-In Capital ATM Program	[1]	Additional Paid-In Capital June 2022 Offering	[1]	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Non- Controlling Interest	Class A Common Stock Common Stock		Class A Common Stock Common Stock ATM Program		Class A Common Stock Common Stock June 2022 Offering		Class B Common Stock Common Stock
Balance, beginning of period (in shares) at Dec. 31, 2021	[1]													426						109
Balance, beginning of period at Dec. 31, 2021		$ 196,364			$ 229,744	[1]					$ (55,544)	$ 324	$ 21,836	$ 4	[1]					$ 0	[1]
Increase (Decrease) in Stockholders' Equity
Net loss		(18,749)									(15,332)		(3,417)
Equity-based compensation (in shares)	[1]													9
Equity-based compensation		902			730	[1]							172
Issuance of Class A shares, net of costs (in shares)	[1]															56
Issuance of Class A shares, net of costs			$ 6,801				$ 6,800									$ 1	[1]
Issuance of Class A shares (in shares)	[1]													19
Issuance of Class A shares		3,486			3,486	[1]
Exchanges of noncontrolling interest for Class A common stock (in shares)	[1]													3						(3)
Exchanges of noncontrolling interest for Class A common stock		0			543	[1]							(543)
Other comprehensive income (loss)		446										361	85
Balance, end of period (in shares) at Mar. 31, 2022	[1]													513						106
Balance, end of period at Mar. 31, 2022		189,250			241,303	[1]					(70,876)	685	18,133	$ 5	[1]					$ 0	[1]
Balance, beginning of period (in shares) at Dec. 31, 2021	[1]													426						109
Balance, beginning of period at Dec. 31, 2021		196,364			229,744	[1]					(55,544)	324	21,836	$ 4	[1]					$ 0	[1]
Increase (Decrease) in Stockholders' Equity
Net loss		(170,475)
Reclassification adjustment for gain included in net loss		(332)
Other comprehensive income (loss)		146
Balance, end of period (in shares) at Sep. 30, 2022	[1]													747						15
Balance, end of period at Sep. 30, 2022		43,514			259,375	[1]					(213,503)	53	(2,418)	$ 7	[1]					$ 0	[1]
Balance, beginning of period (in shares) at Dec. 31, 2021	[1]													426						109
Balance, beginning of period at Dec. 31, 2021		196,364			229,744	[1]					(55,544)	324	21,836	$ 4	[1]					$ 0	[1]
Increase (Decrease) in Stockholders' Equity
Net loss		(182,200)
Balance, end of period (in shares) at Dec. 31, 2022	[2]													1,599						0
Balance, end of period at Dec. 31, 2022		38,991			264,017	[2]					(225,114)	55	18	$ 15	[2]					$ 0	[2]
Balance, beginning of period (in shares) at Mar. 31, 2022	[1]													513						106
Balance, beginning of period at Mar. 31, 2022		189,250			241,303	[1]					(70,876)	685	18,133	$ 5	[1]					$ 0	[1]
Increase (Decrease) in Stockholders' Equity
Net loss		(14,481)									(12,124)		(2,357)
Equity-based compensation		446			371	[1]							75
Issuance of Class A shares, net of costs (in shares)	[1]															30		59
Issuance of Class A shares, net of costs			$ 2,224	$ 5,040			$ 2,224		$ 5,039									$ 1	[1]
Issuance of Class A shares (in shares)	[1]													7
Issuance of Class A shares		310			310	[1]
Reclassification adjustment for gain included in net loss		(332)										(332)
Other comprehensive income (loss)		(62)										(62)
Balance, end of period (in shares) at Jun. 30, 2022	[1]													609						106
Balance, end of period at Jun. 30, 2022		182,395			249,247	[1]					(83,000)	291	15,851	$ 6	[1]					$ 0	[1]
Increase (Decrease) in Stockholders' Equity
Net loss		(137,245)									(130,503)		(6,742)
Equity-based compensation (in shares)	[1]													(2)
Equity-based compensation		185			175	[1]							10
Issuance of Class A shares, net of costs (in shares)	[1]													49
Issuance of Class A shares		206			206	[1]
Exchanges of noncontrolling interest for Class A common stock (in shares)	[1]													91						(91)
Exchanges of noncontrolling interest for Class A common stock		0			9,747	[1]							(9,748)	$ 1	[1]
VIBES disposition / deconsolidation		(1,789)											(1,789)
Other comprehensive income (loss)		(238)										(238)
Balance, end of period (in shares) at Sep. 30, 2022	[1]													747						15
Balance, end of period at Sep. 30, 2022		43,514			259,375	[1]					(213,503)	53	(2,418)	$ 7	[1]					$ 0	[1]
Balance, beginning of period (in shares) at Dec. 31, 2022	[2]													1,599						0
Balance, beginning of period at Dec. 31, 2022		38,991			264,017	[2]					(225,114)	55	18	$ 15	[2]					$ 0	[2]
Increase (Decrease) in Stockholders' Equity
Net loss		(8,747)									(8,693)		(54)
Equity-based compensation		110			110	[2]
Issuance of Class A shares		95			95	[2]
Other comprehensive income (loss)		178										178
Balance, end of period (in shares) at Mar. 31, 2023	[2]													1,599						0
Balance, end of period at Mar. 31, 2023		30,627			264,222	[2]					(233,807)	233	(36)	$ 15	[2]					$ 0	[2]
Balance, beginning of period (in shares) at Dec. 31, 2022	[2]													1,599						0
Balance, beginning of period at Dec. 31, 2022		38,991			264,017	[2]					(225,114)	55	18	$ 15	[2]					$ 0	[2]
Increase (Decrease) in Stockholders' Equity
Net loss		(27,869)
Other comprehensive income (loss)		183
Balance, end of period (in shares) at Sep. 30, 2023	[2]													3,448						0
Balance, end of period at Sep. 30, 2023		15,411			268,105	[2]					(252,956)	238	(9)	$ 33	[2]					$ 0	[2]
Balance, beginning of period (in shares) at Mar. 31, 2023	[2]													1,599						0
Balance, beginning of period at Mar. 31, 2023		30,627			264,222	[2]					(233,807)	233	(36)	$ 15	[2]					$ 0	[2]
Increase (Decrease) in Stockholders' Equity
Net loss		(9,024)									(9,032)		8
Equity-based compensation (in shares)	[2]													(1)
Equity-based compensation		(11)			(11)	[2]
Issuance of Class A shares		65			65	[2]
Other comprehensive income (loss)		27										27
Balance, end of period (in shares) at Jun. 30, 2023	[2]													1,598						0
Balance, end of period at Jun. 30, 2023		21,684			264,276	[2]					(242,839)	260	(28)	$ 15	[2]					$ 0	[2]
Increase (Decrease) in Stockholders' Equity
Net loss		(10,098)									(10,117)		19
Equity-based compensation		(70)			(70)	[2]
Issuance of Class A shares, net of costs (in shares)	[2]													1,850
Issuance of Class A shares, net of costs		3,852			3,834	[2]								$ 18	[2]
Issuance of Class A shares		65			65	[2]
Other comprehensive income (loss)		(22)										(22)
Balance, end of period (in shares) at Sep. 30, 2023	[2]													3,448						0
Balance, end of period at Sep. 30, 2023		$ 15,411			$ 268,105	[2]					$ (252,956)	$ 238	$ (9)	$ 33	[2]					$ 0	[2]
[1] After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders' Equity. [2] After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders' Equity.

v3.23.4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net loss (including amounts attributable to non-controlling interest)	$ (10,098)	$ (8,747)	$ (137,245)	$ (18,749)	$ (27,869)	$ (170,475)	$ (182,200)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	524		2,124		1,492	6,876
Equity-based compensation expense					255	2,020
Goodwill and indefinite-lived intangibles impairment charge	0		66,760		0	66,760
Definite-lived intangibles impairment charge	0		50,694		0	50,694
Property and equipment impairment charge	0		7,336		0	7,336
Change in fair value of contingent consideration					103	(1,197)
Change in provision for doubtful accounts					(154)	2,637
Gain related to indemnification asset					0	(2,018)
(Gain) loss on disposal of fixed assets					0	820
(Gain) loss on disposal of held-for-sale assets					0	(780)
Gain related to VIBES disposition / deconsolidation					0	(2,062)
Unrealized loss on equity investments					0	1,214
Realized (gain) loss on interest rate swap contract					0	(408)
Amortization of deferred financing costs and debt discount					2,711	446
Other					(17)	(17)
Changes in operating assets and liabilities, net of the effects of acquisitions:
Decrease (increase) in accounts receivable					4,697	247
Decrease (increase) in inventories					18,005	19,044
Decrease (increase) in vendor deposits					2,945	5,027
Decrease (increase) in other current assets					3,968	1,257
(Decrease) increase in accounts payable					(3,121)	(5,384)
(Decrease) Increase in accrued expenses and other liabilities					(250)	(1,124)
(Decrease) increase in customer deposits					(1,573)	(3,401)
Net cash (used in) provided by operating activities					1,192	(22,488)	(26,400)
Cash flows from investing activities:
Proceeds from VIBES disposition (Note 3)					0	4,567
Purchases of property and equipment, net					(633)	(1,660)
Proceeds from the sale of equity investments					53	0
Proceeds from sale of assets held for sale					0	9,593
Net cash provided by (used in) investing activities					(580)	12,500
Cash flows from financing activities:
Proceeds from issuance of Class A common stock, net of costs					3,852	14,064
Proceeds from (repayment of) Asset-Based Loan					(15,000)	14,550
Proceeds from Secured Bridge Loan, net of costs					2,090	0
Debt issuance costs					(751)	(1,472)
Repayment of loan against future accounts receivable					(851)	0
Proceeds from issuance of unsecured debt					3,000	0
Payments on Eyce and DaVinci promissory notes					(2,539)	(2,791)
Payments on Real Estate Note					0	(7,958)
Repayment of Bridge Loan					0	(8,000)
Proceeds from termination of interest rate swap					0	145
Purchase consideration paid for Eyce and DaVinci acquisition					(300)	(875)
Other					(29)	(128)
Net cash provided by financing activities					(10,528)	7,535
Effects of exchange rate changes on cash and restricted cash					183	(210)
Net (decrease) in cash and restricted cash					(9,733)	(2,663)
Cash and restricted cash, as of beginning of the period		12,176		12,857	12,176	12,857	12,857
Cash and restricted cash, as of end of the period	2,443		10,194		2,443	10,194	12,176
Cash, beginning of the period		6,458		12,857	6,458	12,857	12,857
Restricted cash, beginning of the period		$ 5,718		$ 0	5,718	0	0
Cash, ending of the period	2,443		8,039		2,443	8,039	6,458
Restricted cash, ending of the period	$ 0		$ 2,155		0	2,155	$ 5,718
Supplemental disclosures of cash flow information
Cash paid during the period for interest					(4,495)	(1,598)
Cash paid for amounts included in the measurement of lease liabilities					1,353	2,120
Non-cash investing and financing activities:
Non-cash purchases of property and equipment					133	1,617
Issuance of Class A common stock for business acquisitions					0	3,486
Decrease in non-controlling interest as a result of exchanges for Class A common stock					0	(10,291)
Decrease in non-controlling interest as a result of VIBES disposition					0	(1,789)
Transfer from contingent consideration to notes payable					1,150	0
Transfer from accrued expenses to notes payable					$ 437	$ 0

v3.23.4

Business Operations and Organization	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Operations and Organization	BUSINESS OPERATIONS AND ORGANIZATION Organization Greenlane Holdings, Inc. (“Greenlane” and, collectively with the Operating Company (as defined below) and its consolidated subsidiaries, the “Company”, "we", "us", and "our") was formed as a Delaware corporation on May 2, 2018. We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”) of shares of our Class A common stock, $0.01 par value per share (“Class A common stock”), in order to carry on the business of Greenlane Holdings, LLC (the “Operating Company”). The Operating Company was organized under the laws of the state of Delaware on September 1, 2015, and is based in Boca Raton, Florida. Unless the context otherwise requires, references to the “Company” refer to us, and our consolidated subsidiaries, including the Operating Company. We merchandise premium cannabis accessories, child-resistant packaging, specialty vaporization solutions and lifestyle products in the United States, Canada, Europe and Latin America, serving a diverse and expansive customer base with thousands of retail locations, licensed cannabis dispensaries, smoke shops, multi-state operators (“MSOs”), specialty retailers, and retail consumers through both our e-commerce platforms and our flagship Higher Standards store in New York City’s famed Chelsea Market. We have been developing a world-class portfolio of our own proprietary brands (the "Greenlane Brands") that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders. Our wholly-owned Greenlane Brands includes Groove – our recently launched more affordable product line, Eyce – our innovative silicone pipes and accessories line, DaVinci – our best-in-class premium vaporizer brand, and Higher Standards – our premium smoke shop and ancillary product brand. We also have category exclusive licenses for the premium Marley Natural branded products, as well as the K.Haring branded products. We are the sole manager of the Operating Company and our principal asset is Common Units of the Operating Company (“Common Units”). As the sole manager of the Operating Company, we operate and control all of the business and affairs of the Operating Company, and we conduct our business through the Operating Company and its subsidiaries. We have a board of directors and executive officers, but no employees. All of our assets are held and all of the employees are employed by wholly owned subsidiaries of the Operating Company. We have the sole voting interest in, and control the management of, the Operating Company, and we have the obligation to absorb losses of, and receive benefits from, the Operating Company, that could be significant. We determined that the Operating Company is a variable interest entity (“VIE”) and that we are the primary beneficiary of the Operating Company. Accordingly, pursuant to the VIE accounting model, beginning in the fiscal quarter ended June 30, 2019, we consolidated the Operating Company in our consolidated financial statements and reported a non-controlling interest related to the Common Units held by the members of the Operating Company (other than the Common Units held by us) on our consolidated financial statements. On August 31, 2021, we completed our previously announced merger with KushCo Holdings, Inc. ("KushCo") and have included the results of operations of KushCo in our consolidated statements of operations and comprehensive loss from that date forward. In connection with the merger with KushCo, the Greenlane Certificate of Incorporation was amended and restated (the “A&R Charter”) in order to (i) increase the number of authorized shares of Greenlane Class B common stock, $0.0001 par value per share (the “Class B common stock”), from 10 million shares to 30 million shares in order to effect the conversion of each outstanding share of Class C common stock, $0.0001 par value per share (the “Class C common stock”), into one-third of one share of Class B common stock, (ii) increase the number of authorized shares of Class A common stock from 125 million shares to 600 million shares, and (iii) eliminate references to the Class C common stock. Pursuant to the terms of an Agreement and Plan of Merger, dated as of March 31, 2021 (the "Merger Agreement") with KushCo, immediately prior to the consummation of the business combination, holders of Class C common stock received one-third of one share of Class B common stock for each share of Class C common stock held immediately prior to the closing of the merger. Our corporate structure is commonly referred to as an “Up-C” structure. The Up-C structure allows the Operating Company to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity. One of these benefits is that future taxable income of the Operating Company that is allocated to its members will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the Operating Company entity level. Additionally, because a member may redeem their Common Units for shares of Class A common stock on a one-for-one basis or, at our option, for cash, the Up-C structure also provides the member with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with the IPO, we entered into a Tax Receivable Agreement (the “TRA”) with the Operating Company and the Operating Company’s members and a Registration Rights Agreement (the “Registration Rights Agreement”) with the Operating Company’s members. The TRA provides for the payment by us to the Operating Company’s member(s) of 85.0% of the amount of tax benefits, if any, that we may actually realize (or in some cases, are deemed to realize) as a result of (i) the step-up in tax basis in our share of the Operating Company's assets resulting from the redemption of Common Units under the mechanism described above and (ii) certain other tax benefits attributable to payments made under the TRA. Pursuant to the Registration Rights Agreement, we have agreed to register the resale of shares of Class A common stock that are issuable to the Operating Company’s members upon redemption or exchange of their Common Units. The A&R Charter and the Fourth Amended and Restated Operating Agreement of the Operating Company (the “Operating Agreement”) require that (a) we at all times maintain a ratio of one Common Unit owned by us for each share of our Class A common stock issued by us (subject to certain exceptions), and (b) the Operating Company at all times maintains (i) a one-to-one ratio between the number of shares of our Class A common stock issued by us and the number of Common Units owned by us, and (ii) a one-to-one ratio between the number of shares of our Class B common stock owned by the non-founder members of the Operating Company and the number of Common Units owned by the non-founder members of the Operating Company. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100% of the voting and economic interests in Greenlane through the holders' ownership of Class A common stock. See "Note 9 - Stockholder's Equity."

v3.23.4

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Summary Of Significant Accounting Policies	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2022. The condensed consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other future annual or interim period. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments necessary for a fair statement of the Company's financial position and operating results. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year. Principles of Consolidation Our condensed consolidated financial statements include our accounts, the accounts of the Operating Company, and the accounts of the Operating Company's consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Reverse Stock Splits On August 4, 2022, we filed a Certificate of Amendment to the A&R Charter with the Secretary of State for the State of Delaware (the "SSSD"), which effected a one-for-twenty reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the "Common Stock") at 5:01 PM Eastern Time on August 9, 2022. As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split. On June 2, 2023, we filed a Certificate of Amendment to the A&R Charter with the SSSD, which effected a one-for-ten reverse stock split (the “2023 Reverse Stock Split” and together with the 2022 Reverse Stock Split, the "Reverse Stock Splits") of our issued and outstanding shares of Common Stock at 5:01 PM Eastern Time on June 5, 2023. As a result of the 2023 Reverse Stock Split, every ten shares of common stock issued and outstanding were converted into one share of common stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split. The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of our Common Stock have been adjusted as a result of the Reverse Stock Splits, as required by the terms of each security. The number of shares available to be awarded under our Amended and Restated 2019 Equity Incentive Plan have also been appropriately adjusted. See "Note 10 — Compensation Plans" for more information. All share and per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital. Liquidity and Going Concern The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern. This presentation contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described below. Pursuant to ASC 205-40, Presentation of Financial Statements — Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these condensed consolidated financial statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. Our primary requirements for liquidity and capital are working capital, debt service related to recent acquisitions and general corporate needs. Our primary sources of liquidity are our cash on hand and the cash flow that we generate from our operations, as well as proceeds from equity issuances, such as our June 2022, October 2022 and July 2023 Offerings, and our ATM program, each as described and defined below. ATM Program and Shelf Registration Statement While we have an effective shelf registration statement on Form S-3 (the "Shelf Registration Statement") to conduct securities offerings from time to time, for so long as our public float is less than $75 million, our ability to utilize the Shelf Registration Statement to raise capital is limited, as further described below. The Shelf Registration Statement registers the offer and sale of shares of our Class A common stock, preferred stock, $0.0001 par value per share (the "preferred stock"), depository shares representing our preferred stock, warrants to purchase shares of our Class A common stock, preferred stock or depository shares, and rights to purchase shares of our Class A common stock or preferred stock that may be issued by us in a maximum aggregate amount of up to $200 million. In August 2021, we filed a prospectus supplement and established an "at-the-market" equity offering program (the "ATM Program") that provides for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time. However, we may be unable to access the capital markets because of current market volatility and the performance of our stock price. On March 31, 2022, the date on which our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the "2021 Annual Report") was filed with the SEC, the Shelf Registration Statement became subject to the offering limits set forth in Instruction I.B.6 because our public float was less than $75 million. For so long as our public float is less than $75 million, the aggregate market value of securities sold by us under the Shelf Registration Statement (including our ATM Program) pursuant to Instruction I.B.6 during any 12 consecutive months may not exceed one-third of our public float. Since the launch of the ATM program in August 2021 and through December 31, 2022, we sold shares of our Class A common stock which generated gross proceeds of approximately $12.7 million and we paid fees to the sales agent of approximately $0.4 million. In light of our low cash position, we have been forced to sell stock under our ATM program at prices that may not otherwise be attractive and are dilutive. We have sold $2.2 million in securities pursuant to Instruction I.B.6 in the 12 calendar months preceding the date of filing of this Quarterly Report on Form 10-Q. Due to the untimely filing of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement for a period of 12 months, which will limit our liquidity options in the capital markets. Common Stock and Warrant Offerings On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 58,500 shares of our Class A common stock, pre-funded warrants to purchase up to 49,500 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 108,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The June 2022 Offering generated gross proceeds of approximately $5.4 million and net proceeds to the Company of approximately $5.0 million. All June 2022 Pre-Funded Warrants were exercised in July 2022, for de minimis net proceeds. On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A Common Stock (the "October 2022 Pre-Funded Warrants") and warrants to purchase up to 1,666,667 shares of our Class A common stock (the "October 2022 Standard Warrants"). The October 2022 units were offered pursuant to a Registration Statement on Form S-1 (the "October 2022 Offering"). The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million. On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A Common Stock (the "July 2023 Pre-Funded Warrants") and warrants to purchase up to 8,095,238 shares of our Class A common stock (the "July 2023 Standard Warrants"). The July 2023 units were offered pursuant to a Registration Statement on Form S-1 (the "July 2023 Offering"). The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.8 million and closed on July 3, 2023. Asset-Based Loan On August 9, 2022, we entered into an asset-based loan agreement dated as of August 8, 2022 (the “Loan Agreement”), which made available to the Company a term loan of up to $15.0 million. On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, in which we agreed to, among other things, voluntarily prepay approximately $6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement. On August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Loan Agreement, in accordance with the terms of the Loan Agreement. See "Note 6 - Long Term Debt" for more information. ERC Sale On February 16, 2023, two of our wholly owned subsidiaries, Warehouse Goods LLC and KIM International LLC, entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $4.85 million in cash, an economic participation interest, at a discount, in our rights to payment from the United States Internal Revenue Service for certain periods with respect to the employee retention credits filed by us under the Employee Retention Credit program. Future Receivables Financings On July 31, 2023 and August 3, 2023, the Company received an aggregate of approximately $3.0 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. The Company will make weekly payments under the Future Receivables Financings and is scheduled to repay the amounts due under the Future Receivables Financings in full in approximately six to eight months. See "Note 6 - Long Term Debt" for more information. Management Initiatives We have completed several initiatives to optimize our working capital requirements. We launched Groove, a new, innovative Greenlane Brands product line, which is accretive to gross profit, and we also rationalized our third-party brands product offering, which enables us to reduce inventory carrying costs and working capital requirements. In April 2023, we successfully entered into two strategic partnerships which management believes will help significantly reduce our overall cost structure, enhance our margins and further support our facilities consolidation initiatives while also servicing and providing solutions to our customers. First, we entered into a strategic partnership (the “MJ Packaging Partnership”) with A&A Global Imports d/b/a MarijuanaPackaging.com (“MJ Pack”), a leading provider of packaging solutions to the cannabis industry. As part of the MJ Packaging Partnership, we will no longer purchase additional packaging inventory and MJ Pack will become our strategic partner to continue providing and enhancing packaging solutions for our customers. As a result of the MJ Packaging Partnership, we are no longer seeking a purchaser for our packaging division. Second, we entered into a strategic partnership with an affiliate of one of our existing vape suppliers (“Vape Partner”) to service certain key customers with vaporizer goods and services (the “Vape Partnership”). As part of the Vape Partnership, we will introduce our Vape Partner to certain key customers, assist with the promotion and the sale of certain vaporizer goods and services, and help coordinate the logistics, storage and distribution of such vaporizer products. If our Vape Partner and key customer(s) enter into a direct relationship, the customers would directly purchase vaporizer goods and services, which we currently sell them, directly from our Vape Partner and we would no longer need to purchase such vape inventory on behalf of such key customer(s). In exchange we would earn quarterly and annual commission payments from our strategic partners. While the strategic partnerships may result in a decrease in top line revenue for these packaging and vape products, these partnerships combined with some of our other restructuring initiatives should allow us to reduce our overall cost-structure and enhance our margins and convert millions of dollars of existing inventory back into cash, thereby improving our balance sheet. We have successfully renegotiated supplier partnership terms and are continuing to improve working capital arrangements with suppliers. We have made progress consolidating and streamlining our office, warehouse, and distribution operations footprint. We have reduced our workforce by approximately 49% throughout fiscal year 2022 to reduce costs and align with our revenue projections. The Company has incurred net losses of $27.9 million and $182.2 million for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively. For the nine months ended September 30, 2023, cash provided by operating activities was $1.2 million, which included $4.9 million of cash from the ERC sale discussed above, and cash used in operating activities for the year ended December 31, 2022 was $26.4 million. The recent macroeconomic environment has caused weaker demand than contemplated under the Company's business plan, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation. As a result of our losses and our projected cash needs, combined with our current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation: ▪Further reducing operating costs expense by taking additional restructuring actions to align cost with revenue to achieve profitability. ▪Increasing revenue by introducing new products and acquiring new customers. ▪Execute on strategic partnerships accretive to margins and operating cash ▪Seeking additional capital through the issuance of debt or equity securities. The consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty. Use of Estimates Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas. Such areas include, but are not limited to the following: the collectability of accounts receivable; the allowance for slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of contingent consideration arrangements; the useful lives property and equipment; the calculation of our VAT taxes receivable and VAT taxes, fines, and penalties payable; our loss contingencies, including our TRA liability; and the valuation and assumptions underlying equity-based compensation. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. The actual results could differ materially from those estimates. Segment Reporting We manage our global business operations through our operating and reportable business segments. As of September 30, 2023, we had two reportable operating business segments: Industrial Goods and Consumer Goods. Our reportable segments have been identified based on how our chief operating decision maker ("CODM"), which is a committee comprised of our Chief Executive Officer ("CEO") and our Chief Financial and Legal Officer ("CFO"), manages our business, makes resource allocation and operating decisions, and evaluates operating performance. See “Note 12—Segment Reporting.” Revenue Recognition The Company transitioned to a commission revenue model for the majority of the sales for the Industrial segment. The company operates as a Sales Agent servicing vape customers and receives a commission for these services. The company was previously working directly with these customers and recognizing gross revenue versus straight commission revenue. Our liability for returns, which is included within "Accrued expenses and other current liabilities" in our condensed consolidated balance sheets, was approximately $0.1 million and $0.3 million as of September 30, 2023 and December 31, 2022, respectively. For the three and nine months ended September 30, 2023, one customer represented approximately 13% and 28% of our net sales. No single customer represented more than 24% of our net sales for the three and nine months ended September 30, 2022. As of September 30, 2023, one customer represented approximately 30% of accounts receivable. As of December 31, 2022, the Company had three customers who individually represented approximately 31%, 17% and 15% of accounts receivable, respectively. Value Added Taxes During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries' payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties. We performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable to other EU member states, including potential fines and penalties. Based on this analysis, we recorded VAT payable of approximately $0.4 million relating to this matter within "Accrued expenses and other current liabilities” in our condensed consolidated balance sheet as of September 30, 2023 and December 31, 2022. Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. During the three months ended March 31, 2022, we recognized a gain of approximately $1.8 million within "general and administrative expenses" in our condensed consolidated statements of operations and comprehensive loss, which represented the partial reversal of a charge previously recognized based on the difference between the VAT payable and the VAT receivable and indemnification asset, as the indemnification asset became probable of recovery based on the reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states. As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to "Note 7—Commitments and Contingencies" for additional discussion regarding our contingencies. Recently Issued Accounting Guidance In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses. The standard requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale securities and requires estimated credit losses to be recorded as allowances rather than as reductions to the amortized cost of the securities. This standard was effective for fiscal years, and interim periods within those years, beginning after December 15, 2022 for filers that are eligible to be smaller reporting companies under the SEC's definition, with early adoption permitted. We adopted this standard beginning January 1, 2023. Adoption of this standard did not have a material impact on our condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU was effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). We adopted this new standard beginning January 1, 2023. Adoption of this standard did not impact our condensed consolidated financial statements, as we did not complete any transactions to which this standard was applicable during the current reporting period. Recently Issued Accounting Guidance Not Yet Adopted In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. This standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

v3.23.4

Business Acquisitions and Dispositions	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Mergers, Acquisitions and Dispositions Disclosures	BUSINESS ACQUISITIONS AND DISPOSITIONS Amended Eyce APA On April 7, 2022, we entered into an amendment to that certain Asset Purchase Agreement dated March 2, 2021 (the “Amended Eyce APA”), by and between Eyce and Warehouse Goods to accelerate the issuance of shares of Class A common stock issuable to Eyce under the agreement upon the attainment of certain EBITDA and revenue benchmarks (the “Amended 2022 Contingent Payment”), in an amount equal to $0.9 million. We issued 7,172 shares of Class A common stock to Eyce under the Amended 2022 Contingent Payment, which vest ratably in seven quarterly tranches starting on July 1, 2022, such that on January 1, 2024 (the “Vesting Date”), all shares issued to Eyce under the Amended 2022 Contingent Payment will have vested. The shares of Class A common stock issued under the Amended 2022 Contingent Payment are subject to certain forfeiture restrictions tied to the continued employment of certain Eyce personnel with the Company through the Vesting Date. The Amended Eyce APA also provided for the payment of $0.9 million in cash in four equal installments on April 1, 2023, July 1, 2023, October 1, 2023 and January 1, 2024, contingent on the achievement of certain deliverables outlined in the Amended Eyce APA and the continued employment of certain Eyce personnel. The transaction was accounted for separately from acquisition accounting for the Eyce business combination. The April 2, 2023 and July 1, 2023 payments were paid timely, the remaining payments, if not paid timely will roll into the Synergy Imports, LLC Bridge Loan and included in the potential additionally deferred amounts under that Loan.. VIBES Sale On July 19, 2022, Warehouse Goods entered into the Sale Agreement with Portofino to sell the Company’s 50% stake in VIBES Holdings LLC for total consideration of $4.6 million in cash. The transactions contemplated by the Sale Agreement were completed on July 19, 2022, immediately following the signing of the Sale Agreement. In conjunction with and as a result of the disposition of and deconsolidation of our interest in VIBES Holdings LLC, we recorded a gain of $2.0 million for the three months ended September 30, 2022, which is included as an offset in "general and administrative expenses" in our condensed consolidated statements of operations and comprehensive loss, as well as a reduction to non-controlling interest on our condensed consolidated balance sheet as of September 30, 2022 of $1.8 million. In conjunction with the Sale Agreement, we retuned inventory to VIBES with a carrying value of approximately $2.4 million.

v3.23.4

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	FAIR VALUE OF FINANCIAL INSTRUMENTS Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The carrying amounts for certain of our financial instruments, including cash, accounts receivable, accounts payable and certain accrued expenses and other assets and liabilities, approximate fair value due to the short-term nature of these instruments. As of September 30, 2023 and December 31, 2022, we had contingent consideration that is required to be measured at fair value on a recurring basis. Our financial instruments measured at fair value on a recurring basis were as follows at the dates indicated: Condensed Consolidated Balance Sheet Caption Fair Value at September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration - current Accrued expenses and other current liabilities $ —  $ —  1,500  1,500  Total Liabilities $ —  $ —  $ 1,500  $ 1,500  Condensed Consolidated Balance Sheet Caption Fair Value at December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration - current Accrued expenses and other current liabilities $ —  $ —  $ 2,738  $ 2,738  Total Liabilities $ —  $ —  $ 2,738  $ 2,738  There were no transfers between Level 1 and Level 2 and no transfers to or from Level 3 of the fair value hierarchy during the three and nine months ended September 30, 2023 and 2022, respectively. Derivative Instrument and Hedging Activity On July 11, 2019, we entered into an interest rate swap contract to manage our risk associated with the interest rate fluctuations on the Company’s floating rate Real Estate Note described in “Note 6 - Debt.” The counterparty to this instrument was a reputable financial institution. Our interest rate swap contract was designated as a cash flow hedge at the inception date and was previously reflected at its fair value in our consolidated balance sheets. The fair value of our interest rate swap liability was determined based on the present value of expected future cash flows. Since our interest rate swap value was based on the LIBOR forward curve and credit default swap rates, which were observable at commonly quoted intervals for the full term of the swap, it was considered a Level 2 measurement. Beginning with the second quarter of 2022, we discontinued hedge accounting for the interest rate swap contract. During the second quarter of 2022, we also reclassified the related accumulated other comprehensive income balance of $0.3 million to "interest expense" in our condensed consolidated statement of income and comprehensive loss. Refer to “Note 8 — Supplemental Financial Information” for further details on the components of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2023 and 2022, respectively. The unrealized loss on the derivative instrument prior to the discontinuation of hedge accounting was included within “Other comprehensive income (loss)” in our condensed consolidated statement of operations and comprehensive loss. There was no measure of hedge ineffectiveness and no reclassifications from other comprehensive loss into interest expense for the three months ended September 30, 2022. In August 2022, we terminated the interest swap contract. Contingent Consideration Each period we revalue our contingent consideration obligations associated with business acquisitions to their fair value. We estimate the fair value of the Product Launch Contingent Payments using a form of the scenario-based method, which includes significant unobservable inputs such as management’s identification of probability-weighted outcomes and a risk-adjusted discount rate over the earn-out period. Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability. Changes in the fair value of contingent consideration are included within “Other income (expense), net” in our condensed consolidated statements of operations and comprehensive loss. A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows: (in thousands) Nine Months Ended September 30, 2023 Balance at December 31, 2022 $ 2,738  Cash payments for earned contingent consideration (350) Transfer to notes payable (1,150) Loss (gain) from fair value adjustments included in results of operations 262  Balance September 30, 2023 $ 1,500  (in thousands) Nine Months Ended September 30, 2022 Balance at December 31, 2021 $ 6,857  Eyce 2021 Contingent Payment settlement in Class A common stock (875) Eyce 2021 Contingent Payment settlement in cash (875) DaVinci 2021 Contingent Payment settlement in Class A common stock (2,611) Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA (267) Gain from fair value adjustments included in results of operations (929) Balance at September 30, 2022 $ 1,300  Equity Securities Without a Readily Determinable Fair Value Our investment in equity securities without readily determinable fair value consist of ownership interests in Airgraft Inc., Sun Grown Packaging, LLC (“Sun Grown”) and Vapor Dosing Technologies, Inc. (“VIVA”). We determined that our ownership interests do not provide us with significant influence over the operations of these investments. Accordingly, we account for our investments in these entities as equity securities. Airgraft Inc., Sun Grown, and VIVA are private entities and their equity securities do not have a readily determinable fair value. We elected to measure these securities under the measurement alternative election at cost minus impairment, if any, with adjustments through earnings for observable price changes in orderly transactions for the identical or similar investment of the same issuer. We acquired our investments in Sun Grown and VIVA as part of our merger with KushCo, which we completed in August 2021. We did not identify any fair value adjustments related to these equity securities during the three and nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and December 31, 2022, the carrying value of our investment in equity securities without a readily determinable fair value was approximately $2.5 million and $2.5 million, respectively, included within "Other assets" in our condensed consolidated balance sheets. The carrying value included a fair value adjustment of $1.5 million based on an observable price change recognized during the year ended December 31, 2019.

v3.23.4

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Leases	LEASES Greenlane as a Lessee As of September 30, 2023, we had facilities financed under operating leases consisting of warehouses, offices, and retail stores, with lease term expirations between 2023 and 2027. Lease terms are generally three to seven years for warehouses, office space and retail store locations. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our condensed consolidated balance sheet as of September 30, 2023. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. (in thousands) Operating Leases Remainder of 2023 $ 261  2024 914  2025 942  2026 81  2027 and thereafter —  Total minimum lease payments $ 2,197  Less: imputed interest 61  Present value of minimum lease payments $ 2,136  Less: current portion 898  Long-term portion $ 1,238  Rent expense under operating leases was approximately $0.4 million and $1.5 million for three and nine months ended September 30, 2023, respectively, and approximately $0.6 million and $2.1 million for the three and nine months ended September 30, 2022, respectively. The following expenses related to our operating leases were included in "general and administrative" expenses within our condensed consolidated statements of operations and comprehensive loss: For the nine months ended September 30, (in thousands) 2023 2022 Operating lease cost 1,474  2,120  Variable lease cost 461  696  Total lease cost $ 1,935  $ 2,816  The table below presents lease-related terms and discount rates as of September 30, 2023: Operating Leases Weighted average remaining lease terms 2.2 years Weighted average discount rate 2.3  %

v3.23.4

Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	DEBT Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated: (in thousands) September 30, 2023 December 31, 2022 Asset-Based Loan $ —  $ 15,000  DaVinci Promissory Note 653  2,538  Eyce Promissory Note —  647  Future Receivables Financings 2,150  —  Secured Bridge Loan 4,175  —  6,978  18,185  Less unamortized debt issuance costs —  (1,960) Less current portion of debt (6,978) (3,185) Debt, net, excluding operating and finance leases and liabilities $ —  $ 13,040  Bridge Loan In December 2021, we entered into a Secured Promissory Note with Aaron LoCascio, our co-founder, former Chief Executive Officer and President, and a current director of the Company, in which Mr. LoCascio provided us with a bridge loan in the principal amount of $8.0 million (the “December 2021 Note”). The December 2021 Note accrued interest at a rate of 15.0% is due monthly, and the principal amount was originally due in full on June 30, 2022. We incurred $0.3 million of debt issuance costs related to the December 2021 Note, which were recorded as a direct deduction from the carrying amount of the December 2021 Note, and which were amortized over the term of the December 2021 Note through interest expense. The December 2021 Note was secured by a continuing security interest in all of our assets and properties whether then or thereafter existing or required, including our inventory and receivables (as defined under the Universal Commercial Code) and included negative covenants restricting our ability to incur further indebtedness and engage in certain asset dispositions until the earlier of the maturity date or the December 2021 Note being fully repaid. On June 30, 2022, we entered into the First Amendment to the December 2021 Note (the "First Amendment"), which extended the maturity date of the December 2021 Note to July 14, 2022. On July 14, 2022, we entered into the Second Amendment to the December 2021 Note (the “Second Amendment” and together with the December 2021 Note, the "Bridge Loan"), which provided for the extension of the maturity date of the Bridge Loan from July 14, 2022 to July 19, 2022. In connection with the entry into the Second Amendment, we repaid $4.0 million of the aggregate principal amount due under the Bridge Loan on July 14, 2022, with the remainder due at maturity. On July 19, 2022, we repaid the remaining balance on the Bridge Loan in full, and, as a result, all obligations under the Bridge Loan have been satisfied. Real Estate Note On October 1, 2018, one of the Operating Company’s wholly-owned subsidiaries financed the purchase of a building, which served as our corporate headquarters, through a real estate term note (the “Real Estate Note”) in the principal amount of $8.5 million. Our obligations under the Real Estate Note were secured by a mortgage on the property. On August 8, 2022, we entered into a note, mortgage and loan modification agreement (the "Real Estate Note Amendment"), which amended the maturity date of the Real Estate Note to reflect a maturity date of December 1, 2022, whereupon all principal and accrued interest were to become due and payable, in full. In September 2022, 1095 Broken Sound consummated the previously disclosed transactions contemplated by that certain Purchase and Sale Agreement, dated as of August 16, 2022, by and between 1095 Broken Sound and ACS 1095 LLC ("the HQ Purchaser") whereby 1095 Broken Sound agreed to sell a certain parcel of real estate including the our headquarters building to the HQ Purchaser for total proceeds of $9.6 million in cash. On the Closing Date, the Company used a portion of the proceeds from the HQ Transaction to repay the remainder of the Real Estate Note in full. There was no remaining balance related to the Real Estate Note on our consolidated balance sheet as of September 30, 2023 or December 31, 2022. Asset-Based Loan On August 9, 2022, we entered into an asset-based loan pursuant to that certain Loan and Security Agreement, dated as of August 8, 2022 (the “Loan Agreement”), by and among the Company, certain subsidiaries of the Company (the “Guarantors”), the parties thereto from time to time as lenders (the “Lenders”), and WhiteHawk Capital Partners LP, as the agent for the Lenders (the "Asset-Based Loan" or "Line of Credit"). Pursuant to the Loan Agreement, the Lenders agreed to make available to us a term loan of up to $15.0 million on the terms and conditions set forth therein and the other Financing Agreements (as defined therein). As of December 31, 2022, of the total term loan amount, $5.7 million was located in a blocked account, which was classified as “restricted cash” on our condensed consolidated balance sheet, and which released the funds when permitted by the borrowing base certificate. Subject to certain exceptions described in the Loan Agreement, the Company and the Guarantors agreed to pledge all of their assets as collateral. The maturity date of the Asset-Based Loan is the third anniversary of the closing date (the “Maturity Date”). We incurred $1.5 million of debt issuance costs related to the Asset-Based Loan, as well as an original issue discount of $0.5 million, which were recorded as a direct deduction from the carrying amount of the Asset-Based Loan, and which were amortized through interest expense over the term of the Asset-Based Loan. The Asset-Based Loan contained customary covenants and restrictions, including, without limitation, covenants that required us to comply with applicable laws, restrictions on our ability to incur additional indebtedness, and various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under the Asset-Based Loan and execution upon the collateral securing obligations under the Asset-Based Loan. The Asset-Based Loan accrued interest at the prime rate plus 8.0% and interest payments were due monthly. Based on the original terms, beginning with the fiscal quarter ending September 30, 2023, and for each fiscal quarter thereafter until the Maturity Date, quarterly payments of $0.3 million would be due, with a final payment of all remaining outstanding principal and accrued interest due on the Maturity Date. On February 9, 2023, we entered into Amendment No. 2 to the Loan Agreement, pursuant to which we agreed to, among other things, to voluntarily prepay approximately $6.6 million (inclusive of early termination fees and expenses) under the terms provided for under the Loan Agreement and the lenders under the Loan Agreement agreed to release $5.7 million in funds held in a blocked account pursuant to the terms of the Loan Agreement. Amendment No. 2 to the Loan Agreement also provided that we would make additional prepayments upon the occurrence of certain specified asset sales by the Company. On August 7, 2023, we repaid the approximately $4.3 million in aggregate principal amount (the “Loan Repayment”) which remained outstanding under the terms of the Loan Agreement. As a result of the Loan Repayment, the Company has been released from its obligations under the Loan Agreement, in accordance with the terms of the Loan Agreement. DaVinci Promissory Note In November 2021, one of the Operating Company's wholly-owned subsidiaries financed the acquisition of DaVinci through the issuance of an unsecured promissory note (the "DaVinci Promissory Note") in the principal amount of $5.0 million. Principal payments plus accrued interest at a rate of 4.0% are due quarterly through October 2023. Eyce Promissory Note In March 2021, one of the Operating Company's wholly-owned subsidiaries financed a portion of the consideration of the acquisition of Eyce through the issuance of an unsecured promissory note (the "Eyce Promissory Note") in the principal amount of $2.5 million. Principal payments plus accrued interest at a rate of 4.5% are due quarterly through April 2023. As of September 30, 2023, the Eyce Promissory Note was repaid in full, and there was no remaining balance on our condensed consolidated balance sheet. Future Receivables Financings On July 31, 2023 and August 3, 2023, the Company received an aggregate of approximately $3.0 million in cash pursuant to the terms of future receivables financings (collectively, the “Future Receivables Financings”) entered into with two private lenders. The Company will make weekly payments under the Future Receivables Financings and is scheduled to repay the amounts due under the Future Receivables Financings in full in approximately six to eight months. The total amount to be repaid under the initial Future Receivables Financings was approximately $4.5 million. In connection with the Future Receivables Financings, the Company granted the lenders security interests in Company's accounts receivable equal to the amounts due thereunder, and in connection with any event of default, the lenders may file financing statements evidencing the security interests. Secured Bridge Loan On September 22, 2023, Greenlane Holdings, Inc. (the “Company”) entered into a secured loan pursuant to a Loan and Security Agreement, dated as of September 22, 2023 (the “Loan Agreement”) with Synergy Imports, LLC (the "Lender"). Pursuant to the Loan Agreement, the Lender agreed to make available to the Company a six-month bridge loan of $2.2 million in new funds. Additionally, the Lender agreed to defer payments totaling $2,028,603.59 already owed by the Company under existing payment obligations and potentially defer up to an additional $2,655,777.63 which may become due pursuant to existing agreements during the term of the Loan Agreement. Subject to certain exceptions, the Company agreed to pledge all of its assets, with the exception of deposit accounts and accounts receivable, as collateral. Additionally, the Company agreed to transfer one US patent and two related foreign patents and a related trademark in exchange for an exclusive license back of such assets in the area of smoking products and accessories in connection with the loan.

v3.23.4

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES Legal Proceedings In the ordinary course of business, we are involved in various legal proceedings involving a variety of matters. We do not believe there are any pending legal proceedings that will have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. We have not taken any reserves for litigation for the three and nine months ended September 30, 2023 and 2022, respectively. Other Contingencies We are potentially subject to claims related to various non-income taxes (such as sales, value added, consumption, and similar taxes) from various tax authorities, including in jurisdictions in which we already collect and remit such taxes. If the relevant taxing authorities were successfully to pursue these claims, we could be subject to significant additional tax liabilities. See “Note 5—Leases” for details of our future minimum lease payments under operating lease liabilities. See “Note 11—Incomes Taxes” for information regarding income tax contingencies.

v3.23.4

Supplemental Financial Statement Information	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Supplemental Financial Statement Information	SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION ERC Sale As of December 31, 2022, we had recorded an Employee Retention Credit (“ERC”) receivable of $4.9 million within "Other current assets" on our consolidated balance sheets, and a corresponding amount was included in "Other income (expense), net" in our consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. On February 16, 2023, two of Greenlane Holdings, Inc.’s subsidiaries, Warehouse Goods LLC and KIM International LLC (collectively, the “Company”), entered into an agreement with a third-party institutional investor pursuant to which the investor purchased, for approximately $4.9 million in cash, an economic participation interest, at a discount, in all of the Company’s rights to payment from the United States Internal Revenue Service with respect to the employee retention credits filed by the Company under the ERC program. Other Current Assets The following table summarizes the composition of other current assets as of the dates indicated: (in thousands) September 30, 2023 December 31, 2022 Other current assets: Employee retention credit (ERC) receivable $ —  $ 4,854  VAT refund receivable (Note 2) 1,878  143  Prepaid expenses 2,757  1,293  Indemnification receivable, net 7  736  Customs bonds 1,200  1,378  Other 1,310  2,716  $ 7,152  $ 11,120  Accrued Expenses and Other Current Liabilities The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated: (in thousands) September 30, 2023 December 31, 2022 Accrued expenses and other current liabilities: VAT payable (including amounts related to VAT matter described in Note 2) $ 3,663  $ 2,809  Contingent consideration 1,500  2,738  Accrued employee compensation 2,323  3,812  Amended Eyce APA —  430  Accrued professional fees 320  818  Refund liability (including accounts receivable credit balances) 113  329  Accrued construction in progress (ERP) —  170  Sales tax payable 672  578  Other 805  198  $ 9,396  $ 11,882  Customer Deposits For certain product offerings we may receive a deposit from the customer (generally 25% - 50% of the total order cost, but the amount can vary by customer contract), when an order is placed by a customer. We typically complete orders related to customer deposits within one to six months from the date of order, depending on the complexity of the customization and the size of the order, but the order completion timeline can vary by product type and terms of sale with each customer. Changes in our customer deposits liability balance during the nine months ended September 30, 2023 were as follows: (in thousands) Customer Deposits Balance as of December 31, 2022 $ 3,983  Increases due to deposits received, net of other adjustments 4,135  Revenue recognized (5,708) Balance as of September 30, 2023 $ 2,410  Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) for the periods presented were as follows: (in thousands) Foreign Currency Translation Unrealized Gain or (Loss) on Derivative Instrument Total Balance at December 31, 2022 $ 55  $ —  $ 55  Other comprehensive income (loss) 183  —  183  Less: Other comprehensive (income) loss attributable to non-controlling interest —  —  —  Balance at September 30, 2023 $ 238  $ —  $ 238  (in thousands) Foreign Currency Translation Unrealized Gain or (Loss) on Derivative Instrument Total Balance at December 31, 2021 $ 282  $ 42  $ 324  Other comprehensive income (loss) (212) 358  146  Less: Reclassification adjustment for (gain) loss included in net loss (Note 4) —  (332) (332) Less: Other comprehensive (income) loss attributable to non-controlling interest (17) (68) (85) Balance at September 30, 2022 $ 53  $ —  $ 53  Supplier Concentration Our four largest vendors accounted for an aggregate of approximately 64.2% and 74.7% of our total purchases for the three and nine months ended September 30, 2023, respectively, and an aggregate of approximately 66.9% and 72.6% of our total purchases for the three and nine months ended September 30, 2022, respectively. We expect to maintain our relationships with these vendors. Related Party Transactions Nicholas Kovacevich, our former Chief Corporate Development Officer, owns capital stock of Unrivaled Brands Inc. (“Unrivaled”) and serves on the Unrivaled board of directors. Net sales to Unrivaled totaled approximately $0 for both the three and nine months ended September 30, 2023, respectively, and $0 and $0.4 million for the three and nine months ended September 30, 2022, respectively. Total accounts receivable due from Unrivaled were approximately $0.4 million as of September 30, 2023 and December 31, 2022, respectively. On February 8, 2023, we filed a lawsuit against Unrivaled in Superior Court of California, Orange County, seeking to compel the repayment of Unrivaled's open balance due to us. We can provide no assurances that we will be successful in this lawsuit, or that the amounts due to us, or any portion thereof, will be recovered. Three individuals who were employees of the Company at the time are principals in Synergy Imports, LLC the Lender on the Secured Bridge Loan taken out on September 22, 2023, however, none are executive officers or directors of the Company.

v3.23.4

Stockholders' Equity	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Stockholders' Equity	STOCKHOLDERS’ EQUITY Shares of our Class A common stock have both voting interests and economic interests (i.e., the right to receive distributions or dividends, whether cash or stock, and proceeds upon dissolution, winding up or liquidation), while shares of our Class B common stock have voting interests but no economic interests. Each share of our Class A common stock and Class B common stock entitles the record holder thereof to one vote on all matters on which stockholders generally are entitled to vote, and except as otherwise required in the A&R Charter, the holders of Common Stock will vote together as a single class on all matters (or, if any holders of our preferred stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of preferred stock). Effective August 9, 2022, we completed a one-for-20 reverse stock split (the “2022 Reverse Stock Split”) of our issued and outstanding shares of Class A common stock and Class B common stock (collectively, the "Common Stock"), as further described in "Note 2 - Summary of Significant Accounting Policies." As a result of the 2022 Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2022 Reverse Stock Split. Effective June 5, 2023, we completed a one-for-10 reverse stock split (the "2023 Reverse Stock Split" and together with the 2022 Reverse Stock Split, the "Reverse Stock Splits") of our issued and outstanding shares of Common Stock, as further described in "Note 2 - Summary of Significant Accounting Policies." As a result of the 2023 Reverse Stock Split, every 10 shares of Common Stock issued and outstanding were converted into one share of Common Stock. We paid cash in lieu of fractional shares, and accordingly, no fractional shares were issued in connection with the 2023 Reverse Stock Split. The Reverse Stock Splits did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All share and per share amounts in these unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to the Reverse Stock Splits, including reclassifying an amount equal to the reduction in par value of Common Stock to additional paid-in capital. Non-Controlling Interest As discussed in “Note 1—Business Operations and Organization,” we consolidate the financial results of the Operating Company in our consolidated financial statements and report a non-controlling interest related to the Common Units held by non-controlling interest holders. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100.0% of the economic interests in the Operating Company. The non-controlling interest in the accompanying consolidated statements of operations and comprehensive loss represents the portion of the net loss attributable to the economic interest in the Operating Company previously held by the non-controlling holders of Common Units calculated based on the weighted average non-controlling interests’ ownership during the periods presented. At-the-Market Equity Offering In August 2021, we established an "at-the-market" equity offering program (the "ATM Program") that provides for the sale of shares of our Class A common stock having an aggregate offering price of up to $50 million, from time to time, through Cowen and Company, LLC ("Cowen"), as the sales agent. Net proceeds from sales of our shares of Class A common stock under the ATM Program are expected to be used for working capital and general corporate purposes. Sales of our Class A common stock under the ATM Program may be made by means of transactions that are deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Global Market or sales made to or through a market maker or through an electronic communications network. We are under no obligation to offer and sell shares of our Class A common stock under the ATM Program. Shares of our Class A common stock will be issued pursuant to our effective shelf registration statement on Form S-3 (File No. 333-257654), and a prospectus supplement relating to the Class A common stock that was filed with the Securities and Exchange Commission on April 18, 2022. Pursuant to Instruction I.B.6, in no event will the Company sell Class A common stock through the ATM Program with a value exceeding more than one-third of the Company’s “public float” (the market value of the Company’s Class A common stock and any other equity securities that it issues in the future that are held by non-affiliates) in any twelve-month period so long as the Company’s public float remains below $75.0 million. On April 18, 2022, we entered into Amendment No. 1 (the “ATM Amendment”) to the sales agreement dated August 2, 2022 with Cowen. The purpose of the Amendment was to add the limitations imposed on the ATM Program by Instruction I.B.6 to the sales agreement. At the time of our entry into the ATM Amendment, approximately $37.3 million in shares remained available for issuance under the ATM Program. Due to the untimely filing of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 we are unable to issue additional shares of Class A common stock pursuant to the ATM Program or otherwise use the Shelf Registration Statement for a period of 12 months, which will limit our liquidity options in the capital markets. The table below summarizes sales of our Class A common stock under the ATM program: ($ in thousands) August 2021 (Inception) through September 30, 2023 Class A shares sold* 97,262  Gross proceeds $ 12,684  Fees paid to sales agent $ 381  Net proceeds $ 12,303  *After giving effect to the Reverse Stock Splits. Common Stock and Warrant Offerings June 2022 Offering On June 27, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we agreed to issue and sell an aggregate of 58,500 shares of our Class A common stock, pre-funded warrants to purchase up to 49,500 shares of our Class A common stock (the “June 2022 Pre-Funded Warrants”) and warrants to purchase up to 108,000 shares of our Class A common stock (the “June 2022 Standard Warrants” and, together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”), in a registered direct offering (the “June 2022 Offering”). The shares of Class A common stock and June 2022 Warrants were sold in Units (the “June 2022 Units”), with each unit consisting of one share of Class A common stock or a June 2022 Pre-Funded Warrant and a June 2022 Standard Warrant to purchase one share of our Class A common stock. The June 2022 Units were offered pursuant to the Shelf Registration Statement. The June 2022 Standard Warrants are exercisable six months from the date of issuance at an exercise price equal to $5.00 per share of Class A common stock for a period of five years. Each June 2022 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.001. The June 2022 Offering generated gross proceeds of approximately $5.4 million and net proceeds to the Company of approximately $5.0 million. All June 2022 Pre-Funded Warrants were exercised in July 2022, based upon which we issued an additional 49,500 shares of our Class A common stock, for de minimis net proceeds. October 2022 Offering On October 27, 2022, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 695,555 shares of our Class A common stock, pre-funded warrants to purchase up to 137,778 shares of our Class A common stock (the "October 2022 Pre-Funded Warrants") and warrants to purchase up to 1,666,667 shares of our Class A common stock (the "October 2022 Standard Warrants"). The October 2022 units each consisted of one share of Class A common stock or a October 2022 Pre-Funded Warrant and two October 2022 Standard Warrants to purchase one share of our Class A common stock. The October 2022 units were offered pursuant to the S-1 Registration Statement. The October 2022 Standard Warrants are exercisable immediately at an exercise price equal to $0.90 per share of Class A common stock for a period of seven years. Each October 2022 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.0001. The October 2022 Offering generated gross proceeds of approximately $7.5 million and net proceeds to the Company of approximately $6.8 million. All October 2022 Pre-Funded Warrants were exercised in November 2022, based upon which we issued an additional 137,778 shares of our Class A common stock, for de minimis net proceeds. July 2023 Offering On June 29, 2023, we entered into securities purchase agreements with certain investors, pursuant to which we agreed to issue and sell an aggregate of 560,476 shares of our Class A common stock, pre-funded warrants to purchase up to 3,487,143 shares of our Class A common stock (the "July 2023 Pre-Funded Warrants") and warrants to purchase up to 8,095,238 shares of our Class A common stock (the "July 2023 Standard Warrants"). The July 2023 units each consisted of one share of Class A common stock or a July 2023 Pre-Funded Warrant and two July 2023 Standard Warrants to purchase one share of our Class A common stock. The July 2023 units were offered pursuant to an effective Registration Statement on Form S-1. The July 2023 Standard Warrants are exercisable immediately at an exercise price equal to $1.05 per share of Class A common stock for a period of five years. Each July 2023 Pre-Funded Warrant is exercisable immediately with no expiration date for one share of Class A common stock at an exercise price of $0.0001. The July 2023 Offering generated gross proceeds of approximately $4.3 million and net proceeds to the Company of approximately $3.8 million. As of the date of this Quarterly Report on Form 10-Q, 1,576,143 July 2023 Pre-Funded Warrants have been exercised, based upon which we issued an additional 1,576,143 shares of our Class A common stock, for de minimis net proceeds. In connection with the July 2023 Offering, the Company entered into privately negotiated agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in connection with the June 2022 and October 2022 Offerings at exercise prices per share of $50.00 and $9.00, respectively, and expire on December 29, 2027 and November 1, 2029, respectively (collectively, the “Prior Warrants”), effective upon the closing of the July 2023 Offering to reduce the exercise price of the Prior Warrants to $1.05, the exercise price of the warrants to purchase shares of Class A common stock offered in the July 2023 Offering. All other terms of the Prior Warrants remained unchanged. Net Loss Per Share Basic net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share of Class A common stock is computed by dividing net loss attributable to Greenlane by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive instruments. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Class A common stock is as follows (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, (in thousands, except per share data) 2023 2022 2023 2022 Numerator: Net loss $ (10,098) $ (137,245) $ (27,869) $ (170,475) Less: Net loss attributable to non-controlling interests 19  (6,742) (27) (12,516) Plus: Deemed Dividend on "October 2022 Standard Warrants" $ (388) $ —  $ (388) $ —  Net loss attributable to Class A common stockholders $ (10,505) $ (130,503) $ (28,230) $ (157,959) Denominator: Weighted average shares of Class A common stock outstanding* 5,513  657  2,918  569  Net loss per share of Class A common stock - basic and diluted* $ (1.91) $ (198.51) $ (9.67) $ (277.41) *After giving effect to the Reverse Stock Splits. The June 2022 Pre-Funded Warrants, October 2022 Pre-Funded Warrants, July 2023 Pre-Funded Warrants were included in the weighted-average in the computation of basic net loss per share of Class A common stock for the three and nine months ended September 30, 2023, respectively, beginning with their issuance date, as their stated exercise price of $0.001 was non-substantive and their exercise was virtually assured. On June 29, 2023 in connection with the July 2023 Offering, the Company entered into agreements with holders participating in the offering to amend existing outstanding warrants to purchase up to 1,344,367 shares of Class A common stock that were previously issued in November 2022 at an exercise price per share of $9.00. The warrants expire on November 1, 2029. In connection with the amendment, the exercise price of the warrants was reduced to $1.05. The impact of the amendment resulted in a deemed dividend in the amount of $0.4 million. The deemed dividend was calculated by the change in fair value. For the three and nine months ended September 30, 2023 and 2022, respectively, shares of Class B common stock and stock options and warrants to purchase Class A common stock were excluded from the weighted-average in the computation of diluted net loss per share of Class A common stock because the effect would have been anti-dilutive. Shares of our Class B common stock do not share in our earnings or losses and are therefore not participating securities. As such, separate calculations of basic and diluted net loss per share for each of our Class B common stock under the two-class method have not been presented for the three and nine months ended September 30, 2022, respectively. As of December 31, 2022, all Common Units of the Operating Company and Class B common stock had been exchanged for Class A common stock, and we owned 100.0% of the economic interests in the Operating Company.

v3.23.4

Compensation Plans	9 Months Ended
	Sep. 30, 2023
Compensation Related Costs [Abstract]
Compensation Plans	COMPENSATION PLANS Amended and Restated 2019 Equity Incentive Plan In April 2019, we adopted the 2019 Equity Incentive Plan (the “2019 Plan”). In August 2021, we adopted, and our shareholders approved, the Amended and Restated 2019 Equity Incentive Plan (the "Amended 2019 Plan"), which amends and restates the 2019 Plan in its entirety. At our 2022 Annual Meeting of Stockholders on August 4, 2022, stockholders approved the Second Amended and Restated 2019 Equity Incentive Plan (the "Second Amended 2019 Plan") which, among other things, increased the number of shares of Class A common stock authorized for issuance under the Amended 2019 Plan. Following the effect of the Reverse Stock Splits, the total number of shares of Class A common stock authorized for issuance is 110,000 shares. The Second Amended 2019 Plan provides eligible participants with compensation opportunities in the form of cash and equity incentive awards. The Second Amended 2019 Plan is designed to enhance our ability to attract, retain and motivate our employees, directors, and executive officers, and incentivizes them to increase our long-term growth and equity value in alignment with the interests of our stockholders. On June 2, 2023, the Company's stockholders approved a third amendment and restatement of the 2019 Plan (the "Third Amended Plan"). The Third Amended Plan, among other things, increases the number of shares of Class A common stock authorized for issuance under the Second Amended 2019 Plan by 209,862 shares to an aggregate of 319,862 shares. As of the date of this Quarterly Report on Form 10-Q, we have not filed a Registration Statement on Form S-8 with the Securities and Exchange Commission to register the additional shares authorized under the Third Amended Plan. Equity-Based Compensation Expense Equity-based compensation expense is included within "salaries, benefits and payroll taxes" in our condensed consolidated statements of operations and comprehensive loss. We recognized equity-based compensation expense as follows: For the three months ended September 30, For the nine months ended September 30, (in thousands) 2023 2022 2023 2022 Stock options - Class A common stock $ (77) $ 82  $ 2  $ 1,017  Restricted shares - Class A common stock 8  105  29  463  Restricted stock units (RSUs) - Class A common stock —  —  —  11  Total equity-based compensation expense $ (69) $ 187  $ 31  $ 1,491  Total remaining unrecognized compensation expense as of September 30, 2023 was as follows: Remaining Unrecognized Compensation Expense September 30, 2023 Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized (in thousands) (in years) Stock options - Class A common stock $ 45  1.1 Restricted shares - Class A common stock 26  1.1 Total remaining unrecognized compensation expense $ 71

v3.23.4

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	INCOME TAXES As a result of the IPO and the related transactions completed in April 2019, we owned a portion of the Common Units of the Operating Company, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the Operating Company was generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by the Operating Company was passed through to and included in the taxable income or loss of its members, including Greenlane, on a pro-rata basis, in accordance with the terms of the Operating Agreement. The Operating Company was also subject to taxes in foreign jurisdictions. We are a corporation subject to U.S. federal income taxes, in addition to state and local income taxes, based on our share of the Operating Company’s pass-through taxable income. Effective on December 31, 2022, the Operating Company became wholly owned by us. As a result, the Operating Company’s tax status was converted from a partnership to a disregarded entity. Starting in 2023, 100% of the Operating Company’s U.S. income and expenses will be included in our US and state tax returns. During the three and nine months ended September 30, 2023 and 2022, respectively, management performed an assessment of the realizability of our deferred tax assets based upon which management determined that it is not more likely than not that the results of operations will generate sufficient taxable income to realize portions of the net operating loss benefits. Consequently, we established a full valuation allowance against our deferred tax assets and reflected a carrying balance of $0 as of September 30, 2023 and December 31, 2022, respectively. In the event that management determines that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance will be made, which would reduce December the provision for income taxes. Uncertain Tax Positions For the three and nine months ended September 30, 2023 and 2022, respectively, we did not have any unrecognized tax benefits as a result of tax positions taken during a prior period or during the current period. No interest or penalties have been recorded as a result of tax uncertainties. The Company is subject to audit examination for federal and state purposes for the years 2018 – 2022. Tax Receivable Agreement (TRA) We entered into the TRA with the Operating Company and each of the members (other than Greenlane Holdings, Inc.) that provides for the payment by the Operating Company to the members of 85% of the amount of tax benefits, if any, that we may actually realize (or in some circumstances are deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions of Common Units as described in “Note 1—Business Operations and Organization” and (ii) certain other tax benefits attributable to payments made under the TRA. The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate. As noted above, we evaluated the realizability of the deferred tax assets resulting from the IPO and the related transactions completed in April 2019 and established a full valuation allowance against those benefits. As a result, we determined that the amount or timing of payments to noncontrolling interest holders under the TRA are no longer probable or reasonably estimable. Based on this assessment, our TRA liability was $0 as of September 30, 2023 and December 31, 2022. If utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, we will record a liability related to the TRA, which would be recognized as expense within our condensed consolidated statements of operations and comprehensive (loss) income. During the three and nine months ended September 30, 2023 and 2022, respectively, we did not make any payments, inclusive of interest, to members of the Operating Company pursuant to the TRA.

v3.23.4

Segment Reporting	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Segment Reporting	SEGMENT REPORTING We define our segments as those operations whose results are regularly reviewed by our CODM to analyze performance and allocate resources. Therefore, segment information is prepared on the same basis that management reviews financial information for operational decision-making purposes. Our CODM is a committee comprised of our CEO and our CFO. We determined we had two operating segments as of September 30, 2023, which are the same as our reportable segments: (1) Consumer Goods and (2) Industrial Goods. These operating segments align with how we manage our business as of the third quarter of 2023. The accounting policies of the reportable segments are the same as those described in "Note 2 - Summary of Significant Accounting Policies." The Consumer Goods segment focuses on serving consumers across wholesale, retail and e-commerce operations—through both our proprietary Greenlane Brands, including Eyce, DaVinci, Groove, Marley Natural, Keith Haring and Higher Standards, as well as lifestyle products and accessories from leading brands, such as Storz and Bickel, PAX, and many more. The Consumer Goods segment forms a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin Greenlane Brands. The Industrial Goods segment focuses on serving the premier brands, operators, and retailers through our wholesale operations by providing ancillary products essential to their growth, such as customizable packaging and supply products, which includes our vaporization solutions offering including CCELL branded products. Our CODM allocates resources to, and assesses the performance of, our two operating segments based on the operating segments' net sales and gross profit. The following table sets forth information by reportable segment for the three and nine months ended September 30, 2023 and 2022, respectively. There were no material intersegment sales during the three and nine months ended September 30, 2023 and 2022, respectively. For the three months ended September 30, 2023 For the three months ended September 30, 2022 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Net sales $ 5,988  $ 5,812  $ 11,800  $ 8,565  $ 20,115  $ 28,680  Cost of sales 4,197  4,474  8,671  7,937  15,774  23,711  Gross profit $ 1,791  $ 1,338  $ 3,129  $ 628  $ 4,341  $ 4,969  For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Net sales $ 19,823  $ 35,561  $ 55,384  $ 41,617  $ 73,513  $ 115,130  Cost of sales 13,942  28,220  42,162  35,104  60,990  96,094  Gross profit $ 5,881  $ 7,341  $ 13,222  $ 6,513  $ 12,523  $ 19,036  The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments: As of September 30, 2023 As of December 31, 2022 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Accounts receivable, net $ 1,129  $ 796  $ 1,925  $ 967  $ 5,501  $ 6,468  Inventories, net $ 15,032  $ 7,606  $ 22,638  $ 19,259  $ 21,384  $ 40,643  Vendor deposits $ 2,205  $ 1,146  $ 3,351  $ 3,269  $ 3,027  $ 6,296

v3.23.4

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events

v3.23.4

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2022. The condensed consolidated results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any other future annual or interim period. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments necessary for a fair statement of the Company's financial position and operating results. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.
Principles of Consolidation	Principles of Consolidation Our condensed consolidated financial statements include our accounts, the accounts of the Operating Company, and the accounts of the Operating Company's consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. U.S. GAAP requires us to make estimates and judgments in several areas. Such areas include, but are not limited to the following: the collectability of accounts receivable; the allowance for slow-moving or obsolete inventory; the realizability of deferred tax assets; the fair value of contingent consideration arrangements; the useful lives property and equipment; the calculation of our VAT taxes receivable and VAT taxes, fines, and penalties payable; our loss contingencies, including our TRA liability; and the valuation and assumptions underlying equity-based compensation. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. The actual results could differ materially from those estimates.
Segment Reporting	Segment Reporting We manage our global business operations through our operating and reportable business segments. As of September 30, 2023, we had two reportable operating business segments: Industrial Goods and Consumer Goods. Our reportable segments have been identified based on how our chief operating decision maker ("CODM"), which is a committee comprised of our Chief Executive Officer ("CEO") and our Chief Financial and Legal Officer ("CFO"), manages our business, makes resource allocation and operating decisions, and evaluates operating performance.
Revenue Recognition	Revenue Recognition The Company transitioned to a commission revenue model for the majority of the sales for the Industrial segment. The company operates as a Sales Agent servicing vape customers and receives a commission for these services. The company was previously working directly with these customers and recognizing gross revenue versus straight commission revenue. Our liability for returns, which is included within "Accrued expenses and other current liabilities" in our condensed consolidated balance sheets, was approximately $0.1 million and $0.3 million as of September 30, 2023 and December 31, 2022, respectively. For the three and nine months ended September 30, 2023, one customer represented approximately 13% and 28% of our net sales. No single customer represented more than 24% of our net sales for the three and nine months ended September 30, 2022. As of September 30, 2023, one customer represented approximately 30% of accounts receivable. As of December 31, 2022, the Company had three customers who individually represented approximately 31%, 17% and 15% of accounts receivable, respectively.
Value Added Taxes	Value Added Taxes During the third quarter of 2020, as part of a global tax strategy review, we determined that our European subsidiaries based in the Netherlands, which we acquired on September 30, 2019, had historically collected and remitted value added tax (“VAT”) payments, which related to direct-to-consumer sales to other European Union (“EU”) member states, directly to the Dutch tax authorities. In connection with our subsidiaries' payment of VAT to Dutch tax authorities rather than other EU member states, we may become subject to civil or criminal enforcement actions in certain EU jurisdictions, which could result in penalties. We performed an analysis of the VAT overpayments to the Dutch tax authorities, which we expected to be refunded to us, and VAT payable to other EU member states, including potential fines and penalties. Based on this analysis, we recorded VAT payable of approximately $0.4 million relating to this matter within "Accrued expenses and other current liabilities” in our condensed consolidated balance sheet as of September 30, 2023 and December 31, 2022. Pursuant to the purchase and sale agreement by which we acquired our European subsidiaries, the sellers are required to indemnify us against certain specified matters and losses, including any and all liabilities, claims, penalties and costs incurred or sustained by us in connection with non-compliance with tax laws in relation to activities of the sellers. The indemnity (or indemnification receivable) is limited to an amount equal to the purchase price under the purchase and sale agreement. During the three months ended March 31, 2022, we recognized a gain of approximately $1.8 million within "general and administrative expenses" in our condensed consolidated statements of operations and comprehensive loss, which represented the partial reversal of a charge previously recognized based on the difference between the VAT payable and the VAT receivable and indemnification asset, as the indemnification asset became probable of recovery based on the reduction in our previously estimated VAT liability for penalties and interest based on our voluntary disclosure to, and ongoing settlement with, the relevant tax authorities in the EU member states. As noted above, we have voluntarily disclosed VAT owed to several relevant tax authorities in the EU member states and believe in doing so we will reduce our liability for penalties and interest. Nonetheless, we may incur expenses in future periods related to such matters, including litigation costs and other expenses to defend our position. The outcome of such matters is inherently unpredictable and subject to significant uncertainties. Refer to "Note 7—Commitments and Contingencies" for additional discussion regarding our contingencies.
Recently Issued Accounting Guidance / Recently Issued Accounting Guidance Not Yet Adopted	Recently Issued Accounting Guidance In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses. The standard requires the use of an “expected loss” model on certain types of financial instruments. The standard also amends the impairment model for available-for-sale securities and requires estimated credit losses to be recorded as allowances rather than as reductions to the amortized cost of the securities. This standard was effective for fiscal years, and interim periods within those years, beginning after December 15, 2022 for filers that are eligible to be smaller reporting companies under the SEC's definition, with early adoption permitted. We adopted this standard beginning January 1, 2023. Adoption of this standard did not have a material impact on our condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU was effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). We adopted this new standard beginning January 1, 2023. Adoption of this standard did not impact our condensed consolidated financial statements, as we did not complete any transactions to which this standard was applicable during the current reporting period. Recently Issued Accounting Guidance Not Yet Adopted In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. This standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

v3.23.4

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value, Liabilities Measured on Recurring Basis	Our financial instruments measured at fair value on a recurring basis were as follows at the dates indicated: Condensed Consolidated Balance Sheet Caption Fair Value at September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration - current Accrued expenses and other current liabilities $ —  $ —  1,500  1,500  Total Liabilities $ —  $ —  $ 1,500  $ 1,500  Condensed Consolidated Balance Sheet Caption Fair Value at December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration - current Accrued expenses and other current liabilities $ —  $ —  $ 2,738  $ 2,738  Total Liabilities $ —  $ —  $ 2,738  $ 2,738
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows: (in thousands) Nine Months Ended September 30, 2023 Balance at December 31, 2022 $ 2,738  Cash payments for earned contingent consideration (350) Transfer to notes payable (1,150) Loss (gain) from fair value adjustments included in results of operations 262  Balance September 30, 2023 $ 1,500  (in thousands) Nine Months Ended September 30, 2022 Balance at December 31, 2021 $ 6,857  Eyce 2021 Contingent Payment settlement in Class A common stock (875) Eyce 2021 Contingent Payment settlement in cash (875) DaVinci 2021 Contingent Payment settlement in Class A common stock (2,611) Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA (267) Gain from fair value adjustments included in results of operations (929) Balance at September 30, 2022 $ 1,300

v3.23.4

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Lessee, Operating Lease, Liability, Maturity	The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our condensed consolidated balance sheet as of September 30, 2023. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. (in thousands) Operating Leases Remainder of 2023 $ 261  2024 914  2025 942  2026 81  2027 and thereafter —  Total minimum lease payments $ 2,197  Less: imputed interest 61  Present value of minimum lease payments $ 2,136  Less: current portion 898  Long-term portion $ 1,238
Finance Lease, Liability, Maturity	The following table provides details of our future minimum lease payments under operating lease liabilities recorded in our condensed consolidated balance sheet as of September 30, 2023. The table below does not include commitments that are contingent on events or other factors that are currently uncertain or unknown. (in thousands) Operating Leases Remainder of 2023 $ 261  2024 914  2025 942  2026 81  2027 and thereafter —  Total minimum lease payments $ 2,197  Less: imputed interest 61  Present value of minimum lease payments $ 2,136  Less: current portion 898  Long-term portion $ 1,238
Lease, Cost	The following expenses related to our operating leases were included in "general and administrative" expenses within our condensed consolidated statements of operations and comprehensive loss: For the nine months ended September 30, (in thousands) 2023 2022 Operating lease cost 1,474  2,120  Variable lease cost 461  696  Total lease cost $ 1,935  $ 2,816  The table below presents lease-related terms and discount rates as of September 30, 2023: Operating Leases Weighted average remaining lease terms 2.2 years Weighted average discount rate 2.3  %

v3.23.4

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Debt	Our debt balance, excluding operating lease liabilities and finance lease liabilities, consisted of the following amounts at the dates indicated: (in thousands) September 30, 2023 December 31, 2022 Asset-Based Loan $ —  $ 15,000  DaVinci Promissory Note 653  2,538  Eyce Promissory Note —  647  Future Receivables Financings 2,150  —  Secured Bridge Loan 4,175  —  6,978  18,185  Less unamortized debt issuance costs —  (1,960) Less current portion of debt (6,978) (3,185) Debt, net, excluding operating and finance leases and liabilities $ —  $ 13,040

v3.23.4

Supplemental Financial Statement Information (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Other Assets	The following table summarizes the composition of other current assets as of the dates indicated: (in thousands) September 30, 2023 December 31, 2022 Other current assets: Employee retention credit (ERC) receivable $ —  $ 4,854  VAT refund receivable (Note 2) 1,878  143  Prepaid expenses 2,757  1,293  Indemnification receivable, net 7  736  Customs bonds 1,200  1,378  Other 1,310  2,716  $ 7,152  $ 11,120
Schedule of Accrued Expenses and Other Current Liabilities	The following table summarizes the composition of accrued expenses and other current liabilities as of the dates indicated: (in thousands) September 30, 2023 December 31, 2022 Accrued expenses and other current liabilities: VAT payable (including amounts related to VAT matter described in Note 2) $ 3,663  $ 2,809  Contingent consideration 1,500  2,738  Accrued employee compensation 2,323  3,812  Amended Eyce APA —  430  Accrued professional fees 320  818  Refund liability (including accounts receivable credit balances) 113  329  Accrued construction in progress (ERP) —  170  Sales tax payable 672  578  Other 805  198  $ 9,396  $ 11,882
Schedule of Changes in Customer Deposits Liability Balance	Changes in our customer deposits liability balance during the nine months ended September 30, 2023 were as follows: (in thousands) Customer Deposits Balance as of December 31, 2022 $ 3,983  Increases due to deposits received, net of other adjustments 4,135  Revenue recognized (5,708) Balance as of September 30, 2023 $ 2,410
Schedule of Accumulated Other Comprehensive Income (Loss)	The components of accumulated other comprehensive income (loss) for the periods presented were as follows: (in thousands) Foreign Currency Translation Unrealized Gain or (Loss) on Derivative Instrument Total Balance at December 31, 2022 $ 55  $ —  $ 55  Other comprehensive income (loss) 183  —  183  Less: Other comprehensive (income) loss attributable to non-controlling interest —  —  —  Balance at September 30, 2023 $ 238  $ —  $ 238  (in thousands) Foreign Currency Translation Unrealized Gain or (Loss) on Derivative Instrument Total Balance at December 31, 2021 $ 282  $ 42  $ 324  Other comprehensive income (loss) (212) 358  146  Less: Reclassification adjustment for (gain) loss included in net loss (Note 4) —  (332) (332) Less: Other comprehensive (income) loss attributable to non-controlling interest (17) (68) (85) Balance at September 30, 2022 $ 53  $ —  $ 53

v3.23.4

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Summarizes Sales of Our Class A Common Stock	The table below summarizes sales of our Class A common stock under the ATM program: ($ in thousands) August 2021 (Inception) through September 30, 2023 Class A shares sold* 97,262  Gross proceeds $ 12,684  Fees paid to sales agent $ 381  Net proceeds $ 12,303  *After giving effect to the Reverse Stock Splits.
Schedule of Earnings Per Share, Basic and Diluted	A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Class A common stock is as follows (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, (in thousands, except per share data) 2023 2022 2023 2022 Numerator: Net loss $ (10,098) $ (137,245) $ (27,869) $ (170,475) Less: Net loss attributable to non-controlling interests 19  (6,742) (27) (12,516) Plus: Deemed Dividend on "October 2022 Standard Warrants" $ (388) $ —  $ (388) $ —  Net loss attributable to Class A common stockholders $ (10,505) $ (130,503) $ (28,230) $ (157,959) Denominator: Weighted average shares of Class A common stock outstanding* 5,513  657  2,918  569  Net loss per share of Class A common stock - basic and diluted* $ (1.91) $ (198.51) $ (9.67) $ (277.41) *After giving effect to the Reverse Stock Splits.

v3.23.4

Compensation Plans (Tables)	9 Months Ended
	Sep. 30, 2023
Compensation Related Costs [Abstract]
Schedule of Equity Based Compensation Expense	We recognized equity-based compensation expense as follows: For the three months ended September 30, For the nine months ended September 30, (in thousands) 2023 2022 2023 2022 Stock options - Class A common stock $ (77) $ 82  $ 2  $ 1,017  Restricted shares - Class A common stock 8  105  29  463  Restricted stock units (RSUs) - Class A common stock —  —  —  11  Total equity-based compensation expense $ (69) $ 187  $ 31  $ 1,491  Total remaining unrecognized compensation expense as of September 30, 2023 was as follows: Remaining Unrecognized Compensation Expense September 30, 2023 Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized (in thousands) (in years) Stock options - Class A common stock $ 45  1.1 Restricted shares - Class A common stock 26  1.1 Total remaining unrecognized compensation expense $ 71

v3.23.4

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	For the three months ended September 30, 2023 For the three months ended September 30, 2022 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Net sales $ 5,988  $ 5,812  $ 11,800  $ 8,565  $ 20,115  $ 28,680  Cost of sales 4,197  4,474  8,671  7,937  15,774  23,711  Gross profit $ 1,791  $ 1,338  $ 3,129  $ 628  $ 4,341  $ 4,969  For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Net sales $ 19,823  $ 35,561  $ 55,384  $ 41,617  $ 73,513  $ 115,130  Cost of sales 13,942  28,220  42,162  35,104  60,990  96,094  Gross profit $ 5,881  $ 7,341  $ 13,222  $ 6,513  $ 12,523  $ 19,036  The following table sets forth specific asset categories which are reviewed by our CODM in the evaluation of operating segments: As of September 30, 2023 As of December 31, 2022 (in thousands) Consumer Goods Industrial Goods Total Consumer Goods Industrial Goods Total Accounts receivable, net $ 1,129  $ 796  $ 1,925  $ 967  $ 5,501  $ 6,468  Inventories, net $ 15,032  $ 7,606  $ 22,638  $ 19,259  $ 21,384  $ 40,643  Vendor deposits $ 2,205  $ 1,146  $ 3,351  $ 3,269  $ 3,027  $ 6,296

v3.23.4

Business Operations and Organization - Narrative (Details)		9 Months Ended
	Aug. 31, 2021 shares	Sep. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Business Operations and Organization (Textual)
Intraperiod tax allocation, distribution percent		85.00%
Class A Common Stock
Business Operations and Organization (Textual)
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01
Common stock, authorized (in shares) | shares	125,000,000	600,000,000	600,000,000
Common stock, shares redeemable per common unit, ratio		1
Class A Common Stock | Greenlane
Business Operations and Organization (Textual)
Ownership percentage by parent after merger			100.00%
Class B Common Stock
Business Operations and Organization (Textual)
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common stock, authorized (in shares) | shares	10,000,000	30,000,000	30,000,000
Shares issued upon conversion, ratio	33.33%
Common stock, shares redeemable per common unit, ratio		1
Common Class C
Business Operations and Organization (Textual)
Common stock, par value (in dollars per share)		$ 0.0001

v3.23.4

Summary of Significant Accounting Policies (Details)											1 Months Ended	3 Months Ended						9 Months Ended		12 Months Ended		17 Months Ended	26 Months Ended
	Sep. 22, 2023 USD ($)	Aug. 07, 2023 USD ($)	Aug. 03, 2023 USD ($) lender	Jul. 03, 2023 USD ($)	Jun. 29, 2023 USD ($) shares	Jun. 05, 2023	Feb. 09, 2023 USD ($)	Oct. 27, 2022 USD ($) shares	Aug. 09, 2022 USD ($)	Jun. 27, 2022 USD ($) shares	Aug. 31, 2021 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2023 USD ($) segment $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares shares	Apr. 30, 2023 partnership
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity note, stock split, conversion ratio						0.1			0.05
Preferred stock, par value (in dollars per share) | $ / shares												$ 0.0001						$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Aggregate amount												$ 200,000,000						$ 200,000,000		$ 200,000,000			$ 200,000,000
Proceeds from issuance of Class A common stock, net of costs																		3,852,000	$ 14,064,000
Restricted cash												0						0		0	$ 5,718,000	$ 5,718,000	0
Proceeds from issuance of unsecured debt																		3,000,000	0
Number of strategic partnerships | partnership																								2
Number of positions eliminated																					49.00%
Net loss												10,098,000	$ 9,024,000	$ 8,747,000	$ 137,245,000	$ 14,481,000	$ 18,749,000	27,869,000	170,475,000		$ 182,200,000
Net cash used in operating activities																		$ (1,192,000)	$ 22,488,000		26,400,000
Number of operating segments | segment																		2
VAT payable												$ 400,000						$ 400,000		400,000	$ 400,000	400,000	400,000
Indemnification assets, gain on recovery																	$ 1,800,000
Net Sales | Customer Concentration Risk | Customer 1
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage												13.00%			24.00%			28.00%	24.00%
Accounts Receivable | Customer Concentration Risk | Customer 1
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage																		30.00%			31.00%
Accounts Receivable | Customer Concentration Risk | Customer 2
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage																					17.00%
Accounts Receivable | Customer Concentration Risk | Customer Three
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage																					15.00%
Secured Debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt instrument, face amount	$ 2,200,000								$ 15,000,000
Prepayment of loan agreement							$ 6,600,000
Restricted cash							$ 5,700,000														$ 5,700,000	5,700,000
Repayments of secured debt		$ 4,300,000
Debt instrument, term	6 months
Unsecured Debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Proceeds from issuance of unsecured debt			$ 3,000,000
Number of private lenders | lender			2
Unsecured Debt | Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt instrument, term			6 months
Unsecured Debt | Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt instrument, term			8 months
ATM Program
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sale of stock, consideration received on transaction																				$ 2,200,000
Proceeds from issuance of Class A common stock, net of costs																						12,700,000	12,684,000
Sales agent fees																						$ 400,000	381,000
Proceeds from issuance of Class A common stock, net of costs																							$ 12,303,000
October 2022 Offering
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Proceeds from offering, gross								$ 7,500,000
Proceeds from issuance of Class A common stock, net of costs								$ 6,800,000
June 2022 Offering
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Proceeds from offering, gross										$ 5,400,000
Proceeds from issuance of Class A common stock, net of costs										$ 5,000,000
June 2022 Offering | Pre-Funded Warrants
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of common shares called by warrants (in shares) | shares										49,500
July 2023 Offering
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Proceeds from offering, gross					$ 4,300,000
Proceeds from issuance of Class A common stock, net of costs				$ 3,800,000
Class A Common Stock | ATM Program
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sale of stock, consideration received on transaction											$ 50,000,000
Shares issued in transaction (in shares) | shares																							97,262
Class A Common Stock | October 2022 Offering
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares issued in transaction (in shares) | shares								695,555
Class A Common Stock | October 2022 Offering | Pre-Funded Warrants
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of common shares called by warrants (in shares) | shares								137,778
Class A Common Stock | October 2022 Offering | Standard Warrants
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of common shares called by warrants (in shares) | shares								1,666,667
Class A Common Stock | June 2022 Offering
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares issued in transaction (in shares) | shares										58,500
Class A Common Stock | June 2022 Offering | Pre-Funded Warrants
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of common shares called by warrants (in shares) | shares										49,500
Class A Common Stock | June 2022 Offering | Standard Warrants
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of common shares called by warrants (in shares) | shares										108,000
Class A Common Stock | July 2023 Offering
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares issued in transaction (in shares) | shares					560,476
Class A Common Stock | July 2023 Offering | Pre-Funded Warrants
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of common shares called by warrants (in shares) | shares					3,487,143
Class A Common Stock | July 2023 Offering | Standard Warrants
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of common shares called by warrants (in shares) | shares					8,095,238

v3.23.4

Business Acquisitions and Dispositions - Narrative (Details) $ in Thousands			3 Months Ended	9 Months Ended
	Jul. 19, 2022 USD ($)	Apr. 07, 2022 USD ($) installment tranche shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Business Acquisition [Line Items]
Proceeds from termination of interest rate swap				$ 300	$ 875
Proceeds from VIBES disposition (Note 3)				0	4,567
Gain related to VIBES disposition / deconsolidation				$ 0	2,062
Reduction to non-controlling interest			$ 1,789
VIBES Holdings LLC
Business Acquisition [Line Items]
Investment, ownership percentage	50.00%
Proceeds from VIBES disposition (Note 3)	$ 4,600
Gain related to VIBES disposition / deconsolidation			$ 2,000
Reduction to non-controlling interest					$ 1,800
Return of inventory	$ 2,400
Eyce
Business Acquisition [Line Items]
Contingent consideration, liability		$ 900
Number of tranches | tranche		7
Proceeds from termination of interest rate swap		$ 900
Number of annual vesting installments | installment		4
Class A Common Stock | Eyce
Business Acquisition [Line Items]
Common stock issued (in shares) | shares		7,172

v3.23.4

Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2019	Sep. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Reclassification adjustment for gain included in net loss	$ 332	$ 332
Equity investments without readily determinable fair value				$ 2,500	$ 2,500
Equity method investments, upward price adjustment			$ 1,500

v3.23.4

Fair Value of Financial Instruments - Summary of Liabilities Measured At Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Liabilities:
Contingent consideration - current	$ 1,500	$ 2,738
Total Liabilities	1,500	2,738
Level 1
Liabilities:
Contingent consideration - current	0	0
Total Liabilities	0	0
Level 2
Liabilities:
Contingent consideration - current	0	0
Total Liabilities	0	0
Level 3
Liabilities:
Contingent consideration - current	1,500	2,738
Total Liabilities	$ 1,500	$ 2,738

v3.23.4

Fair Value Measures and Disclosures - Reconciliation of Fair Value of Liabilities (Details) - Contingent Consideration - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 2,738	$ 6,857
Contingent payment settlement	(350)
Transfer to notes payable	(1,150)
Loss (gain) from fair value adjustments included in results of operations	262	(929)
Ending balance	$ 1,500	1,300
Eyce
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent payment settlement		(875)
Write-off of Eyce 2022 Contingent Payment in conjunction with the Amended Eyce APA		(267)
Eyce | Class A Common Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent payment settlement		(875)
DaVinci | Class A Common Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent payment settlement		$ (2,611)

v3.23.4

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Operating lease, expense	$ 0.4	$ 0.6	$ 1.5	$ 2.1
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term	3 years		3 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term	7 years		7 years

v3.23.4

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating Leases
Remainder of 2023	$ 261
2024	914
2025	942
2026	81
2027 and thereafter	0
Total minimum lease payments	2,197
Less: imputed interest	61
Present value of minimum lease payments	2,136
Less: current portion	898	$ 1,528
Long-term portion	$ 1,238	$ 1,887

v3.23.4

Leases - Total Lease Cost (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 1,474	$ 2,120
Variable lease cost	461	696
Total lease cost	$ 1,935	$ 2,816

v3.23.4

Leases - Lease Terms and Discount Rates (Details)	Sep. 30, 2023
Leases [Abstract]
Weighted average remaining lease terms	2 years 2 months 12 days
Weighted average discount rate	2.30%

v3.23.4

Debt - Debt Balance excluding Operating and Finance Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt	$ 6,978	$ 18,185
Less unamortized debt issuance costs	0	(1,960)
Less current portion of debt	(6,978)	(3,185)
Debt, net, excluding operating and finance leases and liabilities	0	13,040
Secured Debt
Debt Instrument [Line Items]
Long-term debt	0	15,000
Notes Payable | DaVinci
Debt Instrument [Line Items]
Long-term debt	653	2,538
Notes Payable | Eyce
Debt Instrument [Line Items]
Long-term debt	0	647
Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	2,150	0
Bridge Loan | DaVinci
Debt Instrument [Line Items]
Long-term debt	$ 4,175	$ 0

v3.23.4

Debt - Narrative (Details)							1 Months Ended	2 Months Ended	9 Months Ended
	Sep. 22, 2023 USD ($)	Aug. 07, 2023 USD ($)	Aug. 03, 2023 USD ($) lender	Feb. 09, 2023 USD ($)	Aug. 09, 2022 USD ($)	Jul. 14, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 30, 2021 USD ($)	Oct. 01, 2018 USD ($)
Debt Instrument [Line Items]
Restricted cash								$ 0	$ 0		$ 5,718,000
Debt issuance costs									751,000	$ 1,472,000
Proceeds from issuance of unsecured debt									$ 3,000,000	$ 0
Notes Payable
Debt Instrument [Line Items]
Debt instrument, face amount													$ 8,000,000
Revolving credit loan, stated percentage													15.00%
Debt issuance costs													$ 300,000
Repayments of secured debt						$ 4,000,000
Real Estate Note
Debt Instrument [Line Items]
Debt instrument, face amount															$ 8,500,000
Proceeds from sale of parcel of real estate							$ 9,600,000
Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 2,200,000				$ 15,000,000
Repayments of secured debt		$ 4,300,000
Restricted cash				$ 5,700,000							$ 5,700,000
Debt issuance costs					1,500,000
Debt instrument, unamortized discount					500,000
Amount of quarterly payments					$ 300,000
Prepayment of loan agreement				$ 6,600,000
Debt instrument, term	6 months
Deferred payment amount	$ 2,028,603.59
Additional amount available to be deferred	$ 2,655,777.63
Secured Debt | Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate					8.00%
Unsecured Debt
Debt Instrument [Line Items]
Proceeds from issuance of unsecured debt			$ 3,000,000
Number of private lenders | lender			2
Total amount to be paid								$ 4,500,000
Unsecured Debt | Minimum
Debt Instrument [Line Items]
Debt instrument, term			6 months
Unsecured Debt | Maximum
Debt Instrument [Line Items]
Debt instrument, term			8 months
Unsecured Debt | Eyce
Debt Instrument [Line Items]
Debt instrument, face amount												$ 2,500,000
Revolving credit loan, stated percentage												4.50%
Unsecured Debt | DaVinci
Debt Instrument [Line Items]
Debt instrument, face amount														$ 5,000,000
Revolving credit loan, stated percentage														4.00%

v3.23.4

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Reserves for litigation	$ 0	$ 0	$ 0	$ 0

v3.23.4

Supplemental Financial Statement Information - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Feb. 16, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Employee retention credit (ERC) receivable		$ 0		$ 0		$ 4,854
Net sales		11,800	$ 28,680	55,384	$ 115,130
Accounts receivable, net		1,925		1,925		6,468
Investor
Property, Plant and Equipment [Line Items]
Amounts of transaction	$ 4,850
Investor | Economic Interest In Rights To Employee Retention Credit Payments
Property, Plant and Equipment [Line Items]
Amounts of transaction	$ 4,900
Unrivaled | Related Party
Property, Plant and Equipment [Line Items]
Net sales		0	$ 0	0	$ 400
Accounts receivable, net		$ 400		$ 400		$ 400
Supplier Concentration Risk | Four Major Vendors | Purchases
Property, Plant and Equipment [Line Items]
Concentration risk, percentage		64.20%	66.90%	74.70%	72.60%
Minimum
Property, Plant and Equipment [Line Items]
Customer deposits receivable, percent		25.00%		25.00%
Maximum
Property, Plant and Equipment [Line Items]
Customer deposits receivable, percent		50.00%		50.00%

v3.23.4

Supplemental Financial Statement Information - Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other current assets:
Employee retention credit (ERC) receivable	$ 0	$ 4,854
VAT refund receivable (Note 2)	1,878	143
Prepaid expenses	2,757	1,293
Indemnification receivable, net	7	736
Customs bonds	1,200	1,378
Other	1,310	2,716
Other current assets (Note 8)	$ 7,152	$ 11,120

v3.23.4

Supplemental Financial Statement Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
VAT payable (including amounts related to VAT matter described in Note 2)	$ 3,663	$ 2,809
Contingent consideration	1,500	2,738
Accrued employee compensation	2,323	3,812
Accrued professional fees	320	818
Refund liability (including accounts receivable credit balances)	113	329
Accrued construction in progress (ERP)	0	170
Sales tax payable	672	578
Other	805	198
Total	9,396	11,882
Eyce
Property, Plant and Equipment [Line Items]
Contingent consideration	$ 0	$ 430

v3.23.4

Supplemental Financial Statement Information - Schedule of Customer Deposits (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Customer Deposit [Roll Forward]
Beginning balance	$ 3,983
Increases due to deposits received, net of other adjustments	4,135
Revenue recognized	(5,708)
Ending balance	$ 2,410

v3.23.4

Supplemental Financial Statement Information - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance, beginning of period	$ 21,684	$ 30,627	$ 38,991	$ 182,395	$ 189,250	$ 196,364	$ 38,991	$ 196,364
Other comprehensive income (loss)	(22)	27	178	(238)	(62)	446	183	146
Reclassification adjustment for gain included in net loss					(332)			(332)
Less: Other comprehensive (income) loss attributable to non-controlling interest							0	(85)
Balance, end of period	15,411	21,684	30,627	43,514	182,395	189,250	15,411	43,514
Foreign Currency Translation
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance, beginning of period			55			282	55	282
Other comprehensive income (loss)							183	(212)
Reclassification adjustment for gain included in net loss								0
Less: Other comprehensive (income) loss attributable to non-controlling interest							0	(17)
Balance, end of period	238			53			238	53
Unrealized Gain or (Loss) on Derivative Instrument
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance, beginning of period			0			42	0	42
Other comprehensive income (loss)							0	358
Reclassification adjustment for gain included in net loss								(332)
Less: Other comprehensive (income) loss attributable to non-controlling interest							0	(68)
Balance, end of period	0			0			0	0
Accumulated Other Comprehensive Income (Loss)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance, beginning of period	260	233	55	291	685	324	55	324
Other comprehensive income (loss)	(22)	27	178	(238)	(62)	361
Reclassification adjustment for gain included in net loss					(332)
Balance, end of period	$ 238	$ 260	$ 233	$ 53	$ 291	$ 685	$ 238	$ 53

v3.23.4

Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands								1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended	26 Months Ended
	Sep. 30, 2023 vote shares	Jul. 03, 2023 USD ($)	Jun. 29, 2023 USD ($) $ / shares shares	Jun. 05, 2023	Oct. 27, 2022 USD ($) $ / shares shares	Aug. 09, 2022	Jun. 27, 2022 USD ($) $ / shares shares	Nov. 30, 2022 shares	Jul. 31, 2022 shares	Aug. 31, 2021 USD ($)	Sep. 30, 2023 USD ($) vote	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) vote	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) vote	Sep. 30, 2023 USD ($) vote shares	Dec. 31, 2022	Apr. 18, 2022 USD ($)
Class of Stock [Line Items]
Number of votes per share | vote	1										1		1		1	1
Stockholders' equity note, stock split, conversion ratio				0.1		0.05
Number of securities called by each warrant (in shares)							1
Plus: Deemed Dividend on "October 2022 Standard Warrants" | $											$ 388	$ 0	$ 388	$ 0
ATM Program
Class of Stock [Line Items]
Sale of stock, consideration received on transaction | $															$ 2,200
Shares available for issuance | $																		$ 37,300
Proceeds from issuance of Class A common stock, net of costs | $																$ 12,303
June 2022 Offering
Class of Stock [Line Items]
Proceeds from offering, gross | $							$ 5,400
Proceeds from issuance of Class A common stock, net of costs | $							$ 5,000
June 2022 Offering | Pre-Funded Warrants
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)							49,500
Number of securities called by each warrant (in shares)							1
Warrant exercise price (in dollars per share) | $ / shares			$ 50.00				$ 0.001
June 2022 Offering | Standard Warrants
Class of Stock [Line Items]
Warrant exercise price (in dollars per share) | $ / shares							$ 5.00
Warrants outstanding, vesting term							6 months
Warrants outstanding, term							5 years
October 2022 Offering
Class of Stock [Line Items]
Proceeds from offering, gross | $					$ 7,500
Proceeds from issuance of Class A common stock, net of costs | $					$ 6,800
October 2022 Offering | Pre-Funded Warrants
Class of Stock [Line Items]
Number of securities called by each warrant (in shares)					1
Warrant exercise price (in dollars per share) | $ / shares			$ 9.00		$ 0.0001
October 2022 Offering | Standard Warrants
Class of Stock [Line Items]
Number of securities called by each warrant (in shares)					2
Warrant exercise price (in dollars per share) | $ / shares					$ 0.90
Warrants outstanding, term					7 years
July 2023 Offering
Class of Stock [Line Items]
Proceeds from offering, gross | $			$ 4,300
Proceeds from issuance of Class A common stock, net of costs | $		$ 3,800
July 2023 Offering | Pre-Funded Warrants
Class of Stock [Line Items]
Warrant exercise price (in dollars per share) | $ / shares			$ 0.0001
Warrants exercised (in shares)	1,576,143,000
July 2023 Offering | Standard Warrants
Class of Stock [Line Items]
Number of securities called by each warrant (in shares)			2
Warrant exercise price (in dollars per share) | $ / shares			$ 1.05
Warrants outstanding, term			5 years
June And October 2022 Amended Offerings | Standard Warrants
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)			1,344,367
November 2022 Offering | Standard Warrants
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)			1,344,367
Warrant exercise price (in dollars per share) | $ / shares			$ 9.00
July 2023 Amended Offering | Standard Warrants
Class of Stock [Line Items]
Warrant exercise price (in dollars per share) | $ / shares			$ 1.05
Plus: Deemed Dividend on "October 2022 Standard Warrants" | $			$ 400
Class A Common Stock
Class of Stock [Line Items]
Number of shares of common stock per unit (in shares)			1		1		1
Class A Common Stock | Pre-Funded Warrants
Class of Stock [Line Items]
Warrant exercise price (in dollars per share) | $ / shares			$ 0.001
Class A Common Stock | ATM Program
Class of Stock [Line Items]
Sale of stock, consideration received on transaction | $										$ 50,000
Shares issued in transaction (in shares)																97,262
Class A Common Stock | June 2022 Offering
Class of Stock [Line Items]
Shares issued in transaction (in shares)							58,500
New shares issued (in shares)									49,500
Class A Common Stock | June 2022 Offering | Pre-Funded Warrants
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)							49,500
Class A Common Stock | June 2022 Offering | Standard Warrants
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)							108,000
Class A Common Stock | October 2022 Offering
Class of Stock [Line Items]
Shares issued in transaction (in shares)					695,555
New shares issued (in shares)								137,778
Class A Common Stock | October 2022 Offering | Pre-Funded Warrants
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)					137,778
Class A Common Stock | October 2022 Offering | Standard Warrants
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)					1,666,667
Class A Common Stock | July 2023 Offering
Class of Stock [Line Items]
Shares issued in transaction (in shares)			560,476
Class A Common Stock | July 2023 Offering | Pre-Funded Warrants
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)			3,487,143
Class A Common Stock | July 2023 Offering | Standard Warrants
Class of Stock [Line Items]
Number of common shares called by warrants (in shares)			8,095,238
Greenlane Holdings, LLC
Class of Stock [Line Items]
Ownership percentage by parent after merger																	100.00%

v3.23.4

Stockholders' Equity - ATM Program (Details) - USD ($) $ in Thousands	9 Months Ended		17 Months Ended	26 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Sep. 30, 2023
Class of Stock [Line Items]
Gross proceeds	$ 3,852	$ 14,064
ATM Program
Class of Stock [Line Items]
Gross proceeds			$ 12,700	$ 12,684
Fees paid to sales agent			$ 400	381
Net proceeds				$ 12,303

v3.23.4

Stockholders' Equity - Calculation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended						9 Months Ended		12 Months Ended
		Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Numerator:
Net loss		$ (10,098)	$ (9,024)	$ (8,747)	$ (137,245)	$ (14,481)	$ (18,749)	$ (27,869)	$ (170,475)	$ (182,200)
Less: Net loss attributable to non-controlling interests		19			(6,742)			(27)	(12,516)
Plus: Deemed Dividend on "October 2022 Standard Warrants"		(388)			0			(388)	0
Net loss attributable to Class A common stockholders, basic		(10,505)			(130,503)			(28,230)	(157,959)
Net loss attributable to Class A common stockholders, diluted		$ (10,505)			$ (130,503)			$ (28,230)	$ (157,959)
Denominator:
Weighted-average shares of Class A common stock outstanding - basic (in shares)	[1]	5,513			657			2,918	569
Weighted average shares of Class A common stock outstanding - diluted (in shares)	[1]	5,513			657			2,918	569
Net loss per share of Class A common stock - basic (in dollars per share)	[1]	$ (1.91)			$ (198.51)			$ (9.67)	$ (277.41)
Net loss per share of Class A common stock - diluted (in dollars per share)	[1]	$ (1.91)			$ (198.51)			$ (9.67)	$ (277.41)
[1] After giving effect to the Reverse Stock Splits - See Note 9 - Stockholders' Equity.

v3.23.4

Compensation Plans - Narrative (Details) - Equity Incentive Plan - Class A Common Stock - shares	Jun. 02, 2023	Aug. 04, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	319,862	110,000
Additional shares authorized (in shares)	209,862

v3.23.4

Compensation Plans - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ (69)	$ 187	$ 31	$ 1,491
Remaining unrecognized compensation expense	71		71
Stock options - Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	(77)	82	2	1,017
Remaining unrecognized compensation expense	45		$ 45
Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized			1 year 1 month 6 days
Restricted shares - Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	8	105	$ 29	463
Remaining unrecognized compensation expense	26		$ 26
Weighted Average Period over which Remaining Unrecognized Compensation Expense is Expected to be Recognized			1 year 1 month 6 days
Restricted stock units (RSUs) - Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 0	$ 0	$ 0	$ 11

v3.23.4

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Deferred tax assets, net	$ 0		$ 0		$ 0
Unrecognized tax benefits	0	$ 0	0	$ 0
Penalties for tax uncertainties	0	$ 0	$ 0	$ 0
Intraperiod tax allocation, distribution percent			85.00%
Intraperiod tax allocation remaining after distribution			15.00%
Projected obligation liability	$ 0		$ 0		$ 0

v3.23.4

Segment Reporting - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2

v3.23.4

Segment Reporting - Financial Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Net sales	$ 11,800	$ 28,680	$ 55,384	$ 115,130
Cost of sales	8,671	23,711	42,162	96,094
Gross profit	3,129	4,969	13,222	19,036
Consumer Goods
Segment Reporting Information [Line Items]
Net sales	5,988	8,565	19,823	41,617
Cost of sales	4,197	7,937	13,942	35,104
Gross profit	1,791	628	5,881	6,513
Industrial Goods
Segment Reporting Information [Line Items]
Net sales	5,812	20,115	35,561	73,513
Cost of sales	4,474	15,774	28,220	60,990
Gross profit	$ 1,338	$ 4,341	$ 7,341	$ 12,523

v3.23.4

Segment Reporting - Schedule of Segment Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Accounts receivable, net	$ 1,925	$ 6,468
Inventories, net	22,638	40,643
Vendor deposits	3,351	6,296
Consumer Goods
Segment Reporting Information [Line Items]
Accounts receivable, net	1,129	967
Inventories, net	15,032	19,259
Vendor deposits	2,205	3,269
Industrial Goods
Segment Reporting Information [Line Items]
Accounts receivable, net	796	5,501
Inventories, net	7,606	21,384
Vendor deposits	$ 1,146	$ 3,027

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