Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated by reference into this Item
7.01 is an investor presentation that will be used by Greenlane Holdings, Inc.
(the "Company" or "Greenlane") at the Roth Virtual Golden Cannabis Day
conference. The presentation discusses, among other things, the transactions
contemplated by the definitive merger agreement (the "Merger Agreement")
announced on March 31, 2021 between Greenlane and KushCo Holdings, Inc.
The information in this Item 7.01, including Exhibit 99.1, is furnished 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
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report will not be deemed
an admission as to the materiality of any information of the information in this
Item 7.01, including Exhibit 99.1.
Important Information for Investors and Stockholders
In connection with the proposed transaction, Greenlane expects to file with the
Securities and Exchange Commission ("SEC") a registration statement on Form S-4
that will include a joint proxy statement of Greenlane and KushCo that also
constitutes a prospectus of Greenlane, which joint proxy statement will be
mailed or otherwise disseminated to Greenlane's and KushCo's respective
stockholders when it becomes available. Greenlane and KushCo also plan to file
other relevant documents with the SEC regarding the proposed transaction.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain free copies of the registration
statement and the joint proxy statement/prospectus (if and when it becomes
available) and other relevant documents filed by Greenlane and KushCo with the
SEC at the SEC's website at www.sec.gov. Copies of the documents filed by the
companies will be available free of charge on their respective websites at
www.gnln.com and www.kushco.com.
Participants in Solicitation
This Current Report on Form 8-K relates to a proposed transaction between
Greenlane and KushCo. This Current Report on Form 8-K is not a proxy statement
or solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the potential transaction. Greenlane, KushCo and
their respective directors and executive officers may be considered participants
in the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of Greenlane is set forth
in its proxy statement for its 2020 annual meeting of stockholders, which was
filed with the SEC on April 24, 2020. Information about the directors and
executive officers of KushCo is set forth in its proxy statement for its 2021
annual meeting of stockholders, which was filed with the SEC on December 28,
2020. These documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote of approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Item 9.01. Financial Statements and Exhibits
Number Description of Exhibit
99.1 Greenlane Holdings, Inc. Investor Presentation dated April 7, 2021
104 Cover page formatted Inline XBRL
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