UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Stock Purchase Agreement
On August 12, 2024, Greenlane Holdings, Inc. (the “Company”), entered into a Stock Purchase Agreement with certain investors to purchase an aggregate of 2,363,637 units and pre-funded units. The pre-funded units will be sold at the same purchase price as the units, less the pre-funded warrant exercise price of $0.001 (the “PIPE Transaction”). Each unit and pre-funded unit consisted of one share of common stock (or one pre-funded warrant) and two common warrants, each exercisable for one share of common stock at an exercise price of $2.50 per share. The common warrant will be exercisable on the initial exercise date described in the common warrant and will expire 5 years from such date. The form of PIPE Common Warrant and PIPE Prefunded Warrant are both annexed hereto as exhibit 10.4 and 10.5.
Placement Agency Agreement
In Connection with the PIPE Transaction, on August 12, 2024, the Company and Aegis Capital Corp. (“Aegis”) entered into a Placement Agency Agreement (the “PAA”), in which Aegis acted as the Company’s placement agent on a “best efforts” basis for the offering of the Company’s units, consisting of its shares of Common Stock and warrants to purchase its shares of Common Stock. The placement agent’s commission for the PIPE Transaction was ten percent (10%).
Registration Rights Agreement
Concurrently with the Placement Agency Agreement and the Stock Purchase Agreement, on August 12, 2024, the Company and those certain investors entered into a Registration Rights Agreement (the “RAA”), in which the Company must file an initial registration statement within certain time periods as set forth in the Registration Rights Agreement.
The descriptions of the Stock Purchase Agreement, the Placement Agency Agreement and the Registration Rights Agreement are summaries and are qualified by the actual agreements which are filed as Exhibits hereto.
Item 7.01. Regulation FD Disclosure.
On August 12, 2024, the Company issued a press release disclosing the pricing of the PIPE transaction referenced above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 13, 2024, the Company issued a press release disclosing the closing of the PIPE transaction referenced above. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished herein, including Exhibit 99.1 and 99.2, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Placement Agency Agreement, dated August 12, 2024 | |
| 10.2 | Securities Purchase Agreement, dated August 12, 2024 | |
| 10.3 | Registration Rights Agreement, dated August 12, 2024 | |
| 10.4 | Form of PIPE Common Warrant | |
| 10.5 | Form of PIPE Prefunded Warrant | |
| 99.1 | Pricing Press Release, dated August 12, 2024 | |
| 99.2 | Closing Press Release, dated August 13, 2024 | |
| 104 | Cover Page Interactive Data File |
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: August 16, 2024 | By: | /s/ Lana Reeve |
| Lana Reeve | ||
| Chief Financial and Legal Officer | ||