Greenlane Holdings, Inc. (NasdaqGM:GNLN) executed a term sheet to acquire KushCo Holdings, Inc. (OTCPK : KSHB) on March 4, 2021. Greenlane Holdings, Inc. (NasdaqGM:GNLN) entered into a definitive merger agreement to acquire KushCo Holdings, Inc. (OTCPK : KSHB) for approximately $170 million on March 31, 2021. Under the terms of the Merger Agreement, KushCo's stockholders will receive approximately 0.2546 shares of Greenlane Class A common stock for each share of KushCo common stock. The Base Exchange Ratio is expected to result in KushCo stockholders owning approximately 49.9% of the combined company's common stock and Greenlane stockholders owning approximately 50.1% of the combined company's common stock. KushCo will become a wholly owned subsidiary of Greenlane. The transaction is intended to be tax free to KushCo, Greenlane and their respective shareholders for United States federal income tax purposes. KushCo shares will be delisted on completion. The combined company will retain the name “Greenlane Holdings, Inc.” and will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GNLN”. In case of termination, Greenlane and KushCo will pay $8 million as termination fee respectively.

Upon completion of the transaction, KushCo's Co-Founder, current Chairman and Chief Executive Officer, Nick Kovacevich, will lead the combined company as Chief Executive Officer, and an Independent Chairman of the Board will be appointed at a later date. Greenlane's Bill Mote will serve as Chief Financial Officer, with Greenlane Co-Founder Aaron LoCascio serving as President and Greenlane Co-founder Adam Schoenfeld serving as Chief Strategy Officer. The Board of Directors of the combined company will consist of seven members, four of whom are current Greenlane Directors, including Aaron LoCascio, and Adam Schoenfeld, three of whom are current KushCo Directors, including Nick Kovacevich. As of April 30, 2021, additional executives were named as William Bine, Chief Operating Officer; Rhiana Barr, Chief People Officer; Douglas Fischer, General Advisor; Richard Finlow, Managing Director, Europe; Michael Cellucci, President CPG Sales; and Andrew Goodman, SVP Packaging. Additional senior leadership positions at the combined company will be named at a later date. The combined company will be headquartered in Boca Raton, Florida with a significant footprint in Southern California.

The completion of the transaction is subject to applicable regulatory approvals, including by Nasdaq, in addition to certain customary closing conditions, the effectiveness of a Registration Statement on Form S-4 registering the issuance of the shares of Class A common stock to be issued by Greenlane, the expiration or termination of the required waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the approval for the Nasdaq listing of the shares issued pursuant to the transaction, as well as approval by holders of a majority of the shares held by the existing Greenlane stockholders, other than Jacoby & Co. LLC and its affiliates and the Chief Executive Officer, Chief Strategy Officer, Chief Financial Officer, Chief Operating Officer and General Advisor of Greenlane, at a special meeting of stockholders expected to take place in the late second quarter or early third quarter of 2021. Shareholders of KushCo and Greenlane Holdings will hold respective shareholder meeting on August 26, 2021 to approve the transaction. The transaction is also subject to approval by a majority of KushCo shareholders. The transaction has been unanimously approved by the Boards of Directors for both Greenlane and KushCo. The Greenlane Board unanimously recommends that Greenlane stockholders vote in favor of the transaction. In connection of the merger the Greenlane shareholder Jacoby has agreed, among other things, to vote in favor of the transaction. As on May 25, 2021, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired. On July 2, 2021, registration statement of Greenlane Holdings declared effective. As of August 26, 2021, Greenlane Holdings, Inc.'s stockholders have approved the proposed merger. The transaction is expected to close in the late second quarter or early third quarter of 2021. As of May 25, 2021, the transaction is expected to close in the third quarter of 2021. As of August 16, 2021, the transaction is expected to close in second half of 2021.

Jamie Nagy of Canaccord Genuity Corp. acted as financial advisor and fairness opinion provider to the Special Committee of Greenlane's Board of Directors. Potter Anderson & Corroon LLP acted as legal advisor to the Special Committee of Greenlane. Cowen acted as financial advisor, and David Slotkin, Erik Knudsen, Justin Salon and Kevin Madden of Morrison & Foerster LLP acted as legal advisor to Greenlane. Jefferies LLC acted as exclusive financial advisor and fairness opinion provider, KushCo has agreed to pay Jefferies for its financial advisory services an aggregate fee of $2.25 million, of which a portion was paid in connection with Jefferies' engagement, a portion was payable upon delivery of Jefferies' opinion to the KushCo Board and $1.25 million is payable contingent upon consummation of the Mergers. Jefferies also may be entitled to an additional fee of $250,000 payable, at the sole discretion of KushCo, upon consummation of the Mergers. Jennifer W. Cheng and Marc D. Hauser of Reed Smith LLP acted as legal advisor to KushCo. D.F. King & Co., Inc. acted as information agent and EQ Shareowner Services acted as transfer agent to Greenlane. Morrow Sodali LLC acted as information agent to KushCo. and will receive a fee of $15000, plus reimbursement of out-of-pocket expenses. D.F. King & Co., Inc. will receive a fee of $36,000 for its services. Greenlane agreed to pay Canaccord Genuity CAD 0.3 million (approximately $0.25 million) as a retainer, which was payable in four monthly installments of approximately CAD 0.08 million (approximately $0.0.6 million) the first of which was paid upon signing of an engagement letter, CAD 0.5 million (approximately $0.41 million) upon delivery by Canaccord Genuity of its opinion dated March 30, 2021, and CAD 2 million (approximately $1.66 million) contingent upon consummation of the merger. The CAD 0.3 million (approximately $0.25 million) retainer fee and the CAD 0.5 million (approximately $0.41 million) payable upon delivery by Canaccord Genuity of its opinion dated March 30, 2021 are creditable against the CAD 2 million (approximately $1.66 million) payable upon consummation of the mergers.

Greenlane Holdings, Inc. (NasdaqGM:GNLN) completed the acquisition of KushCo Holdings, Inc. (OTCPK:KSHB) for approximately $130 million on August 31, 2021. As per the revised terms, KushCo's stockholders will receive approximately 0.3016 shares of Greenlane Class A common stock for each share of KushCo common stock. Pursuant to the terms of the merger agreement, immediately following the effectiveness of the merger, Messrs. Kovacevich, Hunter and Imbimbo became Directors of Greenlane. In addition, upon completion of the merger, Kovacevich, the Company's Chief Executive Officer, became the Chief Executive Officer of Greenlane, and Rodrigo de Oliverira, the Company's Chief Operating Officer, became the Chief Operating Officer of Greenlane.