[8-K] Greenlane Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Greenlane Holdings held a Special Meeting of Stockholders on June 16, 2025, where shareholders voted on a significant Reverse Stock Split Proposal. Out of 8,336,953 eligible shares, 5,619,704 shares were represented at the meeting.

The approved proposal grants the board discretionary authority to:

• Implement a reverse stock split at a ratio between 1-for-250 and 1-for-750
• Execute the split within one year of approval
• Determine the exact ratio at the board's discretion

The voting results showed strong shareholder support with 5,044,330 votes in favor, 477,238 against, and 98,136 abstentions. Due to sufficient approval of the main proposal, the secondary Adjournment Proposal vote was not required. This strategic move could help Greenlane maintain its Nasdaq listing requirements and improve its stock marketability.

Insights

Capital Markets Specialist

Greenlane approved an extreme reverse split (up to 1:750), typically a last-resort measure for severely depressed share prices.

Greenlane's stockholders have approved a potentially massive reverse stock split at a ratio between 1-for-250 to 1-for-750, granting the board discretion to determine the exact ratio and implement it within one year. The proposal passed with significant shareholder support (89.7% of votes cast). Reverse splits of this magnitude are exceptionally large by market standards and typically signal severe underlying challenges. While reverse splits are mathematically neutral to company value, they're generally implemented to boost share prices that have fallen dramatically, often to maintain exchange listing requirements. The extraordinarily high ratio range (up to 1-for-750) suggests Greenlane faces significant price deterioration. For perspective, a $0.10 stock would become $75 after a 1-for-750 split, but each shareholder would own 750× fewer shares. Such extreme measures are usually last-resort options for companies with deeply depressed share prices, and the market frequently responds negatively to such announcements. The board's one-year implementation window provides flexibility but also creates uncertainty regarding timing and the final split ratio. Current shareholders should note this will dramatically reduce their share count while proportionally increasing per-share price.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2025

GREENLANE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38875		83-0806637
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

1095 Broken Sound Parkway Suite 100
Boca Raton FL		33487
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 292-7660

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share		GNLN		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2025, Greenlane Holdings, Inc. (the “Company”) held the 2025 Special Meeting of Stockholders (the “Special Meeting”). As of the close of business on April 17, 2025, the record date for the Special Meeting, there were 8,336,953 shares of Class A common stock issued and outstanding.

Holders of 5,619,704 shares of the Company’s Class A common stock were present in person or represented by proxy at the Special Meeting. The following are the voting results of the proposals submitted to Greenlane’s stockholders at the Special Meeting:

Proposal 1: To grant discretionary authority to our board of directors to (i) amend our articles of incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-two hundred fifty (1-for-250) to a maximum of a one-for-seven hundred fifty (1-for-750), with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”)

For		Against		Abstain
5,044,330		477,238		98,136

As there were sufficient votes to approve the Reverse Split Proposal, stockholder action on a second proposal, to approve one or more adjournments of the Meeting to another date, time and/or place, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Split Proposal (the “Adjournment Proposal”), was not required and a vote was not called on that proposal.

In accordance with the Company’s proxy statement dated May 13, 2025, as amended, the Reverse Stock Split proposal was approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREENLANE HOLDINGS, INC.
Dated: June 18, 2025	By:	/s/ Lana Reeve
		Lana Reeve
		Chief Financial and Legal Officer