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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): April 7, 2026
GREENLANE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38875 |
|
83-0806637 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 4800
N Federal Hwy, Suite
B200 |
|
|
| Boca
Raton FL |
|
33431 |
| (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
Capital 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
7.01. Regulation FD Disclosure.
On
April 9, 2026, Greenlane Holdings, Inc. (the “Company”) issued a press release announcing a share repurchase
program (the “Repurchase Program”) and providing an update on its holdings of units of BERA, the native digital
asset of the layer-1 blockchain protocol known as Berachain (“BERA”). A copy of the press release is
furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
The
information disclosed under this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished pursuant
to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
Item
8.01. Other Events.
Share Repurchase Program
On
April 7, 2026, the board of directors of the Company approved the Repurchase Program, which authorizes the repurchase by the Company
of up to $2 million of the Company’s outstanding shares of Class A common stock, par value $0.01 per share (the “Common
Stock”). The Company may buy back its Common Stock from time to time, in amounts, at prices, and at such times as the Company
deems appropriate, subject to market conditions, pursuant to Rule 10b-18 of the Exchange Act, and federal and state laws governing such
transactions, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades,
or one or more trading plans adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission (the “SEC”),
or by any combination of such methods. The Repurchase Program does not oblige the Company to acquire any specific number of shares of
Common Stock, or any shares of Common Stock at all, and may be modified, discontinued, or suspended at any time.
The
Company cannot predict when or if it will repurchase any shares of Common Stock as the Repurchase Program will depend on a number of
factors, including price and general business and market conditions. Information regarding share repurchases will be available in the
Company’s periodic reports on Form 10-Q and Form 10-K filed with the SEC as required by the applicable rules of the Exchange Act.
Digital Asset Treasury
Update
On
April 9, 2026, the Company provided an update on its holdings of units of BERA. As of April 7, 2026, the Company held approximately 77.9
million units of BERA. Between December 4, 2025 and February 27, 2026, the Company acquired approximately 7.5 million units of BERA.
As of April 7, 2026, the Company had deployed approximately 50 million units of BERA into validator infrastructure on the Berachain network.
Forward-Looking
Statements
This
Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements other than statements of historical fact and may be identified by the use of words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,”
“will,” “project,” “continue,” “should,” and similar expressions. Forward-looking statements
in this Current Report include, but are not limited to, statements regarding: the Company’s intentions and expectations with respect
to the Repurchase Program, including the timing, manner, price, and amount of any share repurchases; the value of the Company’s
Common Stock, including any such shares purchased under the Repurchase Program; the Company’s Berachain-focused Digital Asset Treasury
strategy, including its expected benefits, anticipated returns, and long-term viability; the Company’s plans regarding the acquisition,
holding, staking, and deployment of BERA; and the Company’s financial performance, financial condition, and capital allocation
strategy.
These
forward-looking statements are based on current expectations, estimates, assumptions, and projections and involve known and unknown risks,
uncertainties, and other factors, many of which are beyond the Company’s control, that may cause actual results, performance, or
achievements to differ materially from those expressed or implied by such statements. Important factors that could cause or contribute
to such differences include, among others: the inherent volatility in the market price of BERA and other digital assets; the evolving
and uncertain regulatory landscape for digital assets; cybersecurity risks; risks related to the Berachain network; the Company’s
limited operating history with digital asset strategies; the Company’s ability to continue as a going concern; the adequacy of
the Company’s capital resources and liquidity; general economic, market, and geopolitical conditions; and other risks and uncertainties
described under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC and in other subsequent
filings with the SEC.
These
filings are available at www.sec.gov. The forward-looking statements in this Current Report speak only as of the date of this document.
The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events, or otherwise, except as required by applicable law.
Cautionary
Note Regarding Digital Assets
BERA
is a digital asset that is not legal tender, is not backed by any government or central bank, and may be subject to extreme price volatility,
regulatory uncertainty and technological risk. Investments in and exposures to digital assets such as BERA are highly speculative and
may result in the loss of all or a substantial portion of the invested capital. The Company’s activities involving BERA and other
digital assets may not be suitable for all investors and are subject to the risks described in the “Risk Factors” in the
Company’s Annual Report on Form 10-K filed with the SEC and in other subsequent filings with the SEC. These filings are available
at www.sec.gov.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated April 9, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
| |
|
|
| Date:
April 9, 2026 |
By: |
/s/
Jason Hitchcock |
| |
Name: |
Jason
Hitchcock |
| |
Title:
|
Chief
Executive Officer |
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Greenlane
Holdings Provides Digital Asset Treasury Update and Announces $2.0 Million Share Repurchase Program
Company
Reports 77.9 Million BERA Holdings Representing 32% of Circulating Supply
Boca
Raton, Florida – April 9, 2026 – Greenlane Holdings, Inc. (“Greenlane” or the “Company”) (Nasdaq:
GNLN), a publicly traded digital asset treasury company with a strategic focus on BERA, the native digital asset of the Berachain blockchain
network, today provided an update on its BERA treasury holdings and announced that its Board of Directors (the “Board”) has
authorized a $2.0 million share repurchase program. The authorization reflects the Board’s confidence in the Company’s balance
sheet strength, the value of its digital asset holdings, and the long-term potential of the Berachain ecosystem.
Strong
Balance Sheet Supports Ongoing Treasury Growth
As
reported in the Company’s fourth quarter and full year 2025 financial results, as of December 31, 2025, the Company held $32.5
million in cash and cash equivalents (including $22.8 million in stablecoins), $36.6 million in digital assets at fair value and carried
total liabilities of $7.2 million with no outstanding debt. Total stockholders’ equity was $67.7 million. These figures are derived
from the Company’s audited consolidated financial statements as reported in its Annual Report on Form 10-K filed with the SEC.
Digital
Asset Treasury Update
As
of April 7, 2026, Greenlane held approximately 77.9 million units of BERA1, representing approximately 32% of the circulating
supply of BERA as reported by CoinMarketCap on that date2. The following table summarizes key treasury metrics:
| Metric |
|
Value |
|
Detail |
| Total
BERA Holdings |
|
77.9
million units |
|
As
of April 7, 2026 |
| %
of Circulating Supply |
|
32% |
|
Per
CoinMarketCap2 |
| Validator
Deployment |
|
50.0
million units |
|
Across
multiple operators3 |
| BERA
Purchased |
|
~7.5
million units |
|
February
27 – April 7, 2026 |
| Cumulative
Protocol Rewards |
|
1.46
million units |
|
Since
inception (October 2025) |
| ● | Validator
Deployment: Deployment has been structured across multiple operators, including the Company’s
BeraStrategy validator, and is intended to align with Berachain’s protocol-level decentralization
constraints3. Units deployed in validator infrastructure are subject to protocol-defined
unbonding periods that limit near-term liquidity. |
| | | |
| ● | Staking
Activity: The Company has sought to stake substantially all of its liquid on-chain holdings
of BERA through Proof of Liquidity (“PoL”) staking and validator participation4. |
| | | |
| ● | Protocol
Participation: Protocol rewards are determined by network-level parameters, including
PoL reward rates and validator commission structures, and are subject to change outside the
Company’s control. The Company does not characterize these protocol rewards as revenue,
and investors should not view historical reward rates as indicative of future results. |
Why
Berachain: A Differentiated Layer 1 Blockchain Built for Sustainable Revenue
In
a market crowded with hundreds of speculative Layer 1 (L1) protocols, Greenlane believes Berachain represents a rare combination of technical
differentiation, demonstrated revenue generation, and early proof of product-market fit.
Berachain
is a Layer 1 blockchain that has been designed to address a structural limitation in how existing Proof of Stake (PoS) chains allocate
capital. Rather than directing network inflation toward validators performing an increasingly commoditized security function, Berachain’s
Proof of Liquidity (PoL) mechanism redirects that same budget toward the applications driving actual network demand. It is the only L1
architecturally designed to convert operating costs into a revenue-generating engine, capturing 60 to 80 cents on every dollar emitted
and returning it to the network. Berachain has returned cumulative revenue of approximately $42 million to BERA token holders since its
inception5.
Greenlane
is the only publicly traded, regulated equity vehicle purpose-built to accumulate BERA, the native token of Berachain, and actively participates
in Berachain’s Proof of Liquidity economy. The Company aims to generate double-digit annualized yield while increasing its per-share
token position through active network participation.
Management
Commentary
“Our
conviction in Berachain continues to deepen. We are seeing real businesses with meaningful revenue leveraging its Proof of Liquidity
mechanism to share value directly with token holders and tokenize real-world revenue streams on the network. We believe this differentiated
economic model has the potential to drive significant adoption over time.
As
the only publicly traded vehicle providing exposure to the Berachain ecosystem, with a strong balance sheet and growing treasury of BERA,
we believe now represents a compelling entry point for investors. The share repurchase program we’re announcing today reflects
our conviction in the underlying asset value and our commitment to enhancing shareholder value.”
Jason
Hitchcock, Chief Executive Officer
Share
Repurchase Program
The
Repurchase Program follows the Company’s recently approved reverse stock split and represents an additional step the Board is taking
to support trading liquidity and enhance shareholder value.
Under
the Repurchase Program, the Board has authorized the Company to repurchase up to $2.0 million of its outstanding shares of common stock
from time to time through open market purchases, privately negotiated transactions, block trades, or otherwise, in accordance with applicable
federal securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The
Repurchase Program does not obligate the Company to repurchase any specific number of shares. The timing, manner, price, and amount of
any repurchases will be determined at the Company’s discretion based on a variety of factors, including the market price of the
Company’s common stock, general market and economic conditions, the Company’s liquidity requirements, applicable legal requirements,
and other factors the Board deems relevant.
The
Company may enter into one or more plans under Rule 10b5-1 of the Exchange Act to facilitate repurchases. The Repurchase Program has
no fixed expiration date and may be modified, suspended, or terminated by the Board at any time without prior notice. Any shares repurchased
will be retired and returned to the status of authorized but unissued shares of common stock. Investors are encouraged to review the
reported figures and draw their own conclusions.
About
Greenlane Holdings, Inc.
Greenlane
Holdings, Inc. (Nasdaq: GNLN) is a publicly traded digital asset treasury company and the only Nasdaq-listed company purpose-built to
accumulate BERA and actively participate in Berachain’s Proof of Liquidity infrastructure. Holding approximately 77.9 million units
of BERA—representing approximately 32% of circulating supply—Greenlane provides regulated, yield-generating exposure to Berachain
through a standard brokerage account, with no cryptocurrency wallet, exchange account, or custody infrastructure required. For more information,
visit www.gnln.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995 and applicable Canadian securities laws. Forward-looking statements are statements other than statements of historical fact and
may be identified by the use of words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “estimate,” “will,” “project,” “continue,”
“should,” and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements
regarding: the Company’s intentions and expectations with respect to the Repurchase Program, including the timing, manner, price,
and amount of any share repurchases; the value of the Company’s Class A common stock, including any such shares purchased under
the Repurchase Program; the Company’s Berachain-focused Digital Asset Treasury strategy, including its expected benefits, anticipated
returns, and long-term viability; the Company’s plans regarding the acquisition, holding, staking, and deployment of BERA; and
the Company’s financial performance, financial condition, and capital allocation strategy.
These
forward-looking statements are based on current expectations, estimates, assumptions, and projections and involve known and unknown risks,
uncertainties, and other factors, many of which are beyond the Company’s control, that may cause actual results, performance, or
achievements to differ materially from those expressed or implied by such statements. Important factors that could cause or contribute
to such differences include, among others: the inherent volatility in the market price of BERA and other digital assets; the evolving
and uncertain regulatory landscape for digital assets; cybersecurity risks; risks related to the Berachain network; the Company’s
limited operating history with digital asset strategies; the Company’s ability to continue as a going concern; the adequacy of
the Company’s capital resources and liquidity; general economic, market, and geopolitical conditions; and other risks and uncertainties
described under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC and in other subsequent
filings with the SEC.
These
filings are available at www.sec.gov. The forward-looking statements in this press release speak only as of the date of this document.
The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events, or otherwise, except as required by applicable law.
Cautionary
Note Regarding Digital Assets
BERA
is a digital asset that is not legal tender, is not backed by any government or central bank, and may be subject to extreme price volatility,
regulatory uncertainty and technological risk. Investments in and exposures to digital assets such as BERA are highly speculative and
may result in the loss of all or a substantial portion of the invested capital. The Company’s activities involving BERA and other
digital assets may not be suitable for all investors and are subject to the risks described in the “Risk Factors” in the
Company’s Annual Report on Form 10-K filed with the SEC and in other subsequent filings with the SEC. These filings are available
at www.sec.gov.
Investor
Relations Contact
Greenlane@icrinc.com
1
Total BERA holding as of April 7 is comprised of (i) initial BERA holding of 54.2 million units of BERA, per Greenlane press release
dated October 24, 2025, (ii) cumulative open-market purchases of approximately 22.4 million units of BERA, (iii) BERA earned from staking
and validator participation, and (iv) BERA acquired through structured token trading agreements.
2
“Circulating supply” as reported by CoinMarketCap (coinmarketcap.com) as of April 7, 2026. Circulating supply is not a
standardized metric and may vary across data providers. The total supply of BERA is approximately 535.8 million units, of which a significant
portion remains subject to vesting or lock-up schedules. The Company’s percentage of circulating supply will fluctuate as additional
units of BERA enter circulation through scheduled unlocks, validator emissions, and other protocol mechanisms. A material portion of
the Company’s BERA holdings are deployed in validator infrastructure and are subject to protocol-defined unbonding periods, which
limit the near-term liquidity of such units. The Company does not control or seek to influence the market price of BERA.
3
Validator deployment figures are based on publicly available on-chain data as reported on the Berachain network explorer (berascan.com)
and/or BeraHub (hub.berachain.com) as of April 7, 2026. On-chain data is independently verifiable and is not sourced from the Company’s
internal records. Validator stake amounts may fluctuate due to protocol rewards, additional delegations, unbonding activity, or slashing
events.
4
Prevailing network conditions include, but may not be limited to, protocol parameter changes, reward schedule adjustments, validator
set changes and market volatility.
5
https://investors.defillama.com/berachain
