Greenlane Holdings, Inc.

Previous wording

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Part I, Item 2 of this Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could” and similar expressions. Examples of forward-looking statements include, without limitation:

Current wording

Many of the forward-looking statements are located in Part I, Item 2 of this Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could” and similar expressions. Examples of forward-looking statements include, without limitation:

Previous wording

Founded in 2005, Greenlane is a premier global platform for the development and distribution of premium cannabis accessories, vape devices, and lifestyle products. With three different mergers in 2021, Greenlane was able to strengthen its leading position as a consumer ancillary products house-of-brands business, significantly expanding its customer network, bringing strategic relationships with leading cannabis multi-state operators (“MSOs”), cannabis single-state operators (“SSOs”), and Canadian licensed producers (“LPs”). Greenlane provides a wide array of consumer ancillary products and industrial ancillary products to thousands of cannabis producers, processors, brands, and retailers (“Cannabis Operators”). In addition, it serves specialty retailers, smoke shops, head shops, convenience stores, and consumers directly through its own proprietary web stores and large online marketplaces such as Amazon.

Current wording

Founded in 2005, Greenlane is a premier global platform for the development and distribution of premium cannabis accessories, vape devices, and lifestyle products. In addition, it serves specialty retailers, smoke shops, head shops, convenience stores, and consumers directly through its own proprietary web stores and large online marketplaces such as Amazon.

Previous wording

We have been developing a world-class portfolio of both our own proprietary brands (the “Greenlane Brands”) along with close partner brands that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders. Our Greenlane Brands include our more affordable product line – Groove, our premium smoke shop and ancillary product brand – Higher Standards, and our child-resistant packaging brand - Pollen Gear. In collaboration with our partner brands, Greenlane is strategically positioned to serve as a comprehensive one-stop shop for all buyers. We also have category-exclusive licenses for the premium Marley Natural branded products, as well as the Keith Haring branded products.

Current wording

Our Greenlane Brands include our more affordable product line – Groove, our premium smoke shop and ancillary product brand – Higher Standards, and our child-resistant packaging brand - Pollen Gear (the “Greenlane Brands”). In collaboration with our partner brands, Greenlane is strategically positioned to serve as a comprehensive one-stop shop for all buyers. We also have category-exclusive licenses for the premium Marley Natural branded products.

Previous wording

In today’s economic landscape, particularly within the cannabis industry, achieving profitability and preserving working capital are paramount. At Greenlane, we are intensely focused on making our business profitable and well-capitalized for long-term sustainability. Our key initiatives include:

Current wording

The Company remains committed to minimizing losses and working capital needs by reducing or eliminating unprofitable activities. At Greenlane, we are intensely focused on making our business profitable and well-capitalized for long-term sustainability. Our key initiatives include:

Previous wording

For the three months ended June 30, 2025, net sales were approximately $0.8 million, compared to approximately $2.7 million for the same period in 2024, representing a decrease of $1.9 million, or 70%. The Company is continuing to focus on profitable revenue and as a result top line revenue has significantly been reduced. In addition, while necessary the recent reorganization of the sales team including new sales leadership and the recruitment of a stronger sales team in 2025 negatively impacted sales in the first half of the year. The new structure is designed to accelerate sales, improve customer experience, and increase efficiency throughout the sales process.

Current wording

For the three months ended September 30, 2025, net sales were approximately $0.7 million, compared to approximately $4.0 million for the same period in 2024, representing a decrease of $3.3 million, or 82%. The recent reorganization of the sales team and the challenges of recruiting a stronger sales team in 2025 negatively impacted sales in the first half of the year.

Previous wording

Gross margins decreased by 38% to 0% for the three months ended June 30, 2025, compared to 38% for the same period in 2024. The decrease in gross margins can be attributed to write-offs of slow moving inventory.

Current wording

Gross margins decreased by 269% to (692)% for the three months ended September 30, 2025, compared to 75% for the same period in 2024. The decrease in gross margins can be attributed to write-offs of slow moving inventory.

Previous wording

Salaries, benefits and payroll taxes expenses were approximately $1.1 million for the three months ended June 30, 2025, compared to $1.5 million for the same period in 2024. The decrease is related to the reduction in workforce to right-size the business and focus on profitability.

Current wording

Salaries, benefits and payroll taxes expenses were approximately $1.5 million for the three months ended September 30, 2025, compared to $1.6 million for the same period in 2024. The decrease is related to the reduction in workforce to right-size the business and focus on profitability.

Previous wording

General and administrative expenses were approximately $1.9 million for the three months ended June 30, 2025, compared to $2.8 million for the same period in 2024. The decrease is related increases in professional and outside services, facility expenses, outbound freight, other general and administrative, marketing and general insurance.

Current wording

General and administrative expenses were approximately $2.0 million for the three months ended September 30, 2025, compared to $1.8 million for the same period in 2024. The increase is related increases in professional and outside services, facility expenses, outbound freight, other general and administrative, marketing and general insurance.

Previous wording

Depreciation and amortization expense were approximately $0.2 million for the three months ended June 30, 2025, compared to $0.2 million for the same period in 2024. Depreciation remained constant as not significant additions or deletions were made.

Current wording

Depreciation and amortization expense were approximately $0.1 million for the three months ended September 30, 2025, compared to $0.2 million for the same period in 2024. Depreciation remained relatively constant as additions and deletions were insignificant.

Previous wording

Interest expense decreased approximately $0.3 million for the three months ended June 30, 2025 compared to the same period in 2024. The decrease is primarily related to reduction in overall debt as all of the Company’s debt was paid off in February 2025.

Current wording

Interest expense decreased approximately $3.2 million for the three months ended September 30, 2025 compared to the same period in 2024. The decrease is primarily related to reduction in overall debt as all of the Company’s debt was repaid in February 2025.

Previous wording

Other income, net, increased by approximately $0.1 million for the three months ended June 30, 2025, compared to the same period in 2024. The change is primarily due miscellaneous credits earned in the current year.

Current wording

Other income, net, increased by approximately $0.2 million for the three months ended September 30, 2025, compared to the same period in 2024. The change is primarily due miscellaneous income in the current year.

Previous wording

For the six months ended June 30, 2025, net sales were approximately $2.3 million, compared to approximately $7.6 million for the same period in 2024, representing a decrease of $5.3 million, or 70%. The Company is continuing to focus on profitable revenue and as a result top line revenue has significantly been reduced. In addition, while necessary the recent reorganization of the sales team including new sales leadership and the recruitment of a stronger sales team in 2025 negatively impacted sales in the first half of the year. The new structure is designed to accelerate sales, improve customer experience, and increase efficiency throughout the sales process.

Current wording

For the nine months ended September 30, 2025, net sales were approximately $3.0 million, compared to approximately $11.6 million for the same period in 2024, representing a decrease of $8.6 million, or 74%. The recent reorganization of the sales team and the challenges of recruiting a stronger sales team in 2025 negatively impacted sales in the first half of the year.

Previous wording

Salaries, benefits and payroll taxes expenses were approximately $2.4 million for the six months ended June 30, 2025, compared to $4.5 million for the same period in 2024. The decrease is related to the reduction in workforce to right-size the business and focus on profitability.

Current wording

Salaries, benefits and payroll taxes expenses were approximately $3.8 million for the nine months ended September 30, 2025, compared to $6.1 million for the same period in 2024. The decrease is related to the reduction in workforce to right-size the business and focus on profitability.

Previous wording

General and administrative expenses were approximately $4.8 million for the six months ended June 30, 2025, compared to $5.1 million for the same period in 2024. The decrease is related increases in professional and outside services, facility expenses, outbound freight, other general and administrative, marketing and general insurance.

Current wording

General and administrative expenses were approximately $6.6 million for the nine months ended September 30, 2025, compared to $6.9 million for the same period in 2024. The decrease is related increases in professional and outside services, facility expenses, outbound freight, other general and administrative, marketing and general insurance.

Previous wording

Depreciation and amortization expense were approximately $0.3 million for the six months ended June 30, 2025, compared to $0.45 million for the same period in 2024. Depreciation remained constant as not significant additions or deletions were made.

Current wording

Depreciation and amortization expense were approximately $0.4 million for the nine months ended September 30, 2025, compared to $0.6 million for the same period in 2024. Depreciation remained relatively constant as additions and deletions were insignificant.

Previous wording

Interest expense decreased approximately $0.4 million for the six months ended June 30, 2025 compared to the same period in 2024. The decrease is primarily related to reduction in overall debt as all of the Company’s debt was paid off in February 2025.

Current wording

Interest expense decreased approximately $3.6 million for the nine months ended September 30, 2025 compared to the same period in 2024. The decrease is primarily related to reduction in overall debt as all of the Company’s debt was repaid in February 2025.

Previous wording

There was a change in fair value of contingent consideration of approximately none for the six months ended June 30, 2025 compared to $1.0 million for the same period in 2024. the Company recorded a fair value change of $1.0 million associated with a reduction in earn outs for Eyce and DaVinci products.

Current wording

There was a change in fair value of contingent consideration of approximately none for the nine months ended September 30, 2025 compared to $1.0 million for the same period in 2024. the Company recorded a fair value change of $1.0 million associated with a reduction in earn outs for Eyce and DaVinci products.

Previous wording

There was a decrease in gain on debt extinguishment of approximately none for the six months ended June 30, 2025, compared to $2.2 million for the same periods in 2024. The change is primarily related to a difference in the reduction in overall debt modification with Synergy, offset by the carrying value of the Davinci and Eyce assets acquired by Synergy.

Current wording

There was a decrease in gain on debt extinguishment of approximately none for the nine months ended September 30, 2025, compared to $2.2 million for the same periods in 2024. The change is primarily related to a difference in the reduction in overall debt modification with Synergy, offset by the carrying value of the Davinci and Eyce assets acquired by Synergy.

Previous wording

Other income, net, increased by approximately $0.1 million for the six months ended June 30, 2025, compared to the same period in 2024. The change is primarily due miscellaneous credits earned in the current year.

Current wording

Other income, net, increased by approximately $0.1 million for the nine months ended September 30, 2025, compared to the same period in 2024. The change is primarily due miscellaneous income in the current year.

Previous wording

On August 12, 2024, the Company entered into a securities purchase agreement with three different funds of a single institutional investor for aggregate gross cash proceeds of $6.5 million. In connection with the private placement, the Company issued an aggregate of 3,152 units and pre-funded units. The pre-funded units were sold at the same purchase price as the units, less the pre-funded warrant exercise price of $0.001. 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 $1,875 per share. The common warrantwas exercisable on the initial exercise date described in the common warrant and will expire 5.0 years from such date.

Current wording

On August 12, 2024, the Company entered into a securities purchase agreement with three different funds of a single institutional investor for aggregate gross cash proceeds of $6.5 million. In connection with the private placement, the Company issued an aggregate of 3,152 units and pre-funded units. The pre-funded units were sold at the same purchase price as the units, less the pre-funded warrant exercise price of $0.001. 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 $1,875 per share. The common warrant was exercisable on the initial exercise date described in the common warrant and will expire 5.0 years from such date.

Previous wording

In addition, pursuant to the terms of the Exchange Agreement, the Company agreed to issue warrants to the Holders, with an initial exercise price of $2,280, exercisable 180 days after issuance (the “Exchange Inducement Warrants”). The Exchange Inducement Warrants were issued to incentivize the holders to exercise some or all of their existing warrants originally issued on August 13, 2024 (the “Existing Warrants”) for cash, which existing warrants have an exercise price of $1.875 per share. The Exchange Inducement Warrants are initially exercisable for zero shares, but to the extent that the Holders exercise any of such Existing Warrants during the one-hundred sixty-day inducement period, the Exchange Inducement Warrants will become exercisable on April 30, 2025 for 200% of the number of Existing Warrants exercised for cash during such inducement period. As part of the February 2025 Offering, the exercise price of these warrants was adjusted to $892.50 per share.

Current wording

In addition, pursuant to the terms of the Exchange Agreement, the Company agreed to issue warrants to the Holders, with an initial exercise price of $2,280, exercisable 180 days after issuance (the “Exchange Inducement Warrants”). The Exchange Inducement Warrants were issued to incentivize the holders to exercise some or all of their existing warrants originally issued on August 13, 2024 (the “Existing Warrants”) for cash, which existing warrants have an exercise price of $1.875 per share. The Exchange Inducement Warrants are initially exercisable for zero shares, but to the extent that the Holders exercise any of such Existing Warrants during the one-hundred ninety-day inducement period, the Exchange Inducement Warrants will become exercisable on April 30, 2025 for 200% of the number of Existing Warrants exercised for cash during such inducement period. As part of the February 2025 Offering, the exercise price of these warrants was adjusted to $892.50 per share.

Previous wording

We have incurred net losses of $3.2 million and $7.1 million for the three and six months ended June 30, 2025, respectively. For the six months ended June 30, 2025, cash used in operating activities was $7.9 million. The recent macroeconomic environment has caused weaker demand than contemplated under our business plan, resulting in a reduction in projected revenue and cash flows for the twelve-month period included in the going concern evaluation.

Current wording

We incurred net losses of $9.0 million and $16.1 million for the three and nine months ended September 30, 2025, respectively. Cash used in operating activities for the nine months ended September 30, 2025 was $11.8 million. The recent macroeconomic environment has pressured demand versus plan, reducing projected revenue and cash flows used in the going-concern evaluation.

Previous wording

During the six months ended June 30, 2025, net cash used in operating activities of approximately $7.9 million consisted of (i) net loss of $7.1 million, offset by non-cash adjustments to net loss of approximately $1.3 million, and (ii) a $2.1 million overall increase in working capital primarily driven by increases in accounts receivable and inventory offset by decreases in vendor deposits, other current assets, accounts payable and accrued expenses and customer deposits.

Current wording

During the nine months ended September 30, 2025, net cash used in operating activities of approximately $11.8 million consisted of (i) net loss of $16.0 million, offset by non-cash adjustments to net loss of approximately $1.4 million, and (ii) a $2.8 million overall decrease in working capital primarily driven by increases in accounts receivable offset by decreases in inventory, vendor deposits, other current assets, accounts payable and accrued expenses and customer deposits.

Previous wording

During the six months ended June 30, 2024, net cash used in operating activities of approximately $0.4 million consisted of (i) net loss of $5.1 million, offset by non-cash adjustments to net loss of approximately $2.6 million, and (ii) a $7.3 million increase in working capital primarily driven by increases in accounts payable, accrued expenses of approximately $3.7 million and decreases in inventories and other current assets of approximately $3.8 million.

Current wording

During the nine months ended September 30, 2024, net cash used in operating activities of $5.2 million consisted of a net loss of $8.8 million, offset partially by non-cash adjustments to the net loss of $1.0 million and a $1.2 million decrease in working capital driven by decreases in inventories of $4.2 million and decreases in accrued expenses of $0.5 million reduced by a decrease in customer deposits of $1.5 million and an increase in accounts receivable of $0.7 million.

Previous wording

During the six months ended June 30, 2025, net cash used in investing activities of approximately $0.1 million consisted primarily of capital expenditures.

Current wording

During the nine months ended September 30, 2025, net cash used in investing activities of approximately $0.1 million consisted primarily of capital expenditures.

Previous wording

During the six months ended June 30, 2024, net cash used in investing activities of approximately $0.2 million consisted primarily of capital expenditures.

Current wording

During the nine months ended September 30, 2024, net cash used in investing activities of approximately $0.2 million consisted primarily of capital expenditures.

Previous wording

During the six months ended June 30, 2025, net cash provided financing activities of approximately $12.8 million primarily consisted of approximately $20.7 million in proceeds from our February 2025 private placement offset by $8.0 million in payments on our debt.

Current wording

During the nine months ended September 30, 2025, net cash provided by financing activities of approximately $12.8 million primarily consisted of approximately $20.7 million in proceeds from our February 2025 private placement offset by $8.0 million in payments on our debt.

Previous wording

During the six months ended June 30, 2024, net cash provided by financing activities of approximately $0.2 million primarily consisted of approximately $0.6 million in payments on loans against future accounts receivable, approximately $0.2 million in proceeds from future receivables financing, and approximately $0.6 million in proceeds from notes payable.

Current wording

During the nine months ended September 30, 2024, net cash provided by financing activities of approximately $7.2 million primarily consisted of approximately $0.9 million in payments on loans against future accounts receivable, approximately $0.2 million in proceeds from future receivables financing, approximately $2.1 million in proceeds from notes payable, $3.0 in repayments on notes payable, and $5.6 million in net proceeds from the issuance of common stock.