Greenlane Holdings, Inc. Announces $25.0 Million Private Placement Priced at the Market Under Nasdaq Rules

Rhea-AI Summary

Greenlane Holdings (NASDAQ:GNLN) has secured definitive agreements with institutional investors for a $25.0 million private placement priced at $1.19 per Common Unit. The offering includes Common Units consisting of one share of Common Stock or Pre-Funded Warrant, plus two types of warrants: Series A warrants with an exercise price of $1.4875 (5-year term) and Series B warrants with an exercise price of $2.975 (2.5-year term).

The transaction is expected to close around February 19, 2025. The company plans to use the proceeds for repaying existing debt, general corporate purposes, and working capital. Aegis Capital Corp. serves as the exclusive placement agent. The securities are being sold in a private placement to accredited investors and will require registration with the SEC for resale.

Positive

• Secured $25.0 million in new funding through private placement
• Proceeds will be used to repay existing debt, improving balance sheet

Negative

• Potential dilution for existing shareholders through new share issuance
• Additional dilution risk from warrant exercises
• Securities sold at market price without premium

Insights

Financial Analyst

This $25.0 million private placement represents a complex financing structure that merits careful analysis. The deal's structure, combining immediate equity with two warrant series, reveals a strategic approach to capital raising while attempting to minimize immediate dilution impact.

The warrant pricing structure is particularly noteworthy. The Series A warrants, with a 25% premium to the offering price ($1.4875 vs. $1.19), and Series B warrants at a 150% premium ($2.975), create a tiered approach to potential future capital raising. This structure suggests management's confidence in achieving higher valuations, while providing current investors with significant upside potential.

The immediate use of proceeds for debt repayment indicates balance sheet optimization as a priority. This could potentially improve the company's financial flexibility and reduce interest expenses, though the extent of benefit will depend on the specific debt being retired.

Several key implications emerge:

• The at-market pricing suggests pricing power in negotiations, reflecting current market conditions in the cannabis accessories sector
• The dual-warrant structure provides a mechanism for future capital without immediate dilution, but creates potential overhang concerns
• The involvement of institutional investors adds credibility but also indicates their expectation of significant upside potential to compensate for the current sector risks

The requirement for stockholder approval for warrant exercises adds an element of uncertainty to the timeline for potential future dilution. This structure effectively creates three potential capital injection points: the initial raise, Series A warrant exercise (5-year window), and Series B warrant exercise (2.5-year window), allowing for strategic flexibility in future capital management.

BOCA RATON, FL / ACCESS Newswire / February 18, 2025 / Greenlane Holdings, Inc. (NASDAQ:GNLN) (the "Company"), one of the premier global sellers of premium cannabis accessories, child-resistant packaging, and specialty vaporization products, today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of approximately $25.0 million of shares of Common Stock and investor warrants at a price of $1.19 per Common Unit. The entire transaction has been priced at the market under Nasdaq rules.

The offering consisted of the sale of Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant, (ii) one (1) Series A PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $1.4875 ("Series A Warrant") and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $2.975 ("Series B Warrant" and together with the Series A Warrant, the "Warrants"). The offering price per Common Unit is $1.19. The initial exercise price of each Series A Warrant is $1.4875 per share of Common Stock. The Series A Warrants are exercisable following stockholder approval and expire five (5) years thereafter. The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in the report on Form 8-K to be filed in connection with the offering. The initial exercise price of each Series B Warrant is $2.975 per share of Common Stock or pursuant to an alternative cashless exercise option. The Series B Warrants are exercisable following stockholder approval and expire two and one-half (2.5) years thereafter. The number of securities issuable under the Series B Warrant is subject to adjustment as described in more detail in the report on Form 8-K to be filed in connection with the offering.

Aggregate gross proceeds to the Company are expected to be approximately $25.0 million. The transaction is expected to close on or about February 19, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for the repayment of existing indebtedness, general corporate purposes and working capital.

Aegis Capital Corp. is acting as exclusive placement agent for the private placement. Sichenzia Ross Ference Carmel LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp.

The securities described above are being sold in a private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock and the Shares issuable upon exercise of the Pre-Funded Warrants and Warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Greenlane Holdings, Inc.

Founded in 2005, Greenlane is a premier global platform for the development and distribution of premium smoking accessories, vape devices, and lifestyle products to thousands of producers, processors, specialty retailers, smoke shops, convenience stores, and retail consumers. We operate as a powerful family of brands, third-party brand accelerator, and an omnichannel distribution platform.

We proudly offer our own diverse brand portfolio and our licensed Marley Natural and K. Haring branded products. We also offer a carefully curated set of third-party products through our direct sales channels and our proprietary, owned and operated e-commerce platforms which include Vapor.com, PuffItUp.com, HigherStandards.com, Wholesale.Greenlane.com and MarleyNaturalShop.com.

For additional information, please visit: https://investor.gnln.com. https://gnln.com/.

Forward-Looking Statements

The foregoing material may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company's product development and business prospects, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Investor Contact:
IR@greenlane.com

or

TraDigital IR
Kevin McGrath
+1-646-418-7002
kevin@tradigitalir.com

SOURCE: Greenlane Holdings, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the size and price of Greenlane's (GNLN) February 2025 private placement?

Greenlane's private placement is valued at $25.0 million, priced at $1.19 per Common Unit.

What are the terms of GNLN's Series A warrants in the February 2025 offering?

Series A warrants have an exercise price of $1.4875 per share and expire five years after stockholder approval.

What are the terms of GNLN's Series B warrants in the February 2025 offering?

Series B warrants have an exercise price of $2.975 per share and expire two and a half years after stockholder approval.

How will Greenlane (GNLN) use the proceeds from the February 2025 private placement?

Greenlane will use the proceeds for repayment of existing indebtedness, general corporate purposes, and working capital.

When is GNLN's February 2025 private placement expected to close?

The private placement is expected to close on or about February 19, 2025.