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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
(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 |