Item 2.02 Results of Operation and Financial Condition.
On June 15, 2021, KushCo Holdings, Inc. (the "Company") issued a press release
announcing certain of its consolidated preliminary estimates of unaudited
financial results for the quarter ended May 31, 2021. A copy of the press
release is furnished herewith as Exhibit 99.1. The information in Item 2.02 of
this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding Preliminary Results
The consolidated preliminary estimates of unaudited financial results for the
quarter ended May 31, 2021 are forward-looking statements and may differ
materially from actual results. These estimates should not be viewed as a
substitute for our full interim or annual financial statements prepared in
accordance with U.S. generally accepted accounting principles. Accordingly, you
should not place undue reliance on this preliminary data. The preliminary
financial data has been prepared by, and is the responsibility of, our
management. Marcum LLP, our independent registered public accounting firm, has
not audited, reviewed, compiled or performed any procedures with respect to the
accompanying preliminary financial data. Accordingly, Marcum LLP does not
express an opinion or any other form of assurance with respect thereto.
Special Note Regarding Forward-Looking Statements
This Current Report includes forward-looking statements. These forward-looking
statements generally can be identified by phrases such as "will," "expects,"
"anticipates," "foresees," "forecasts," "estimates" or other words or phrases of
similar import. These statements are based on current expectations, estimates
and projections about the industry, markets in which KushCo and Greenlane
operate, management's beliefs, assumptions made by management and the
transactions described in this Current Report. While KushCo's management
believes the assumptions underlying the forward-looking statements and
information are reasonable, such information is necessarily subject to
uncertainties and may involve certain risks, many of which are difficult to
predict and are beyond management's control. These risks include, but are not
limited to: (1) the finalization of the Company's financial closing procedures
and any necessary adjustments; (2) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement;
(3) the outcome of any legal proceedings that may be instituted against the
parties and others following announcement of the Merger Agreement; (4) the
inability to consummate the merger due to the failure to obtain the requisite
stockholder approvals or the failure to satisfy other conditions to completion
of the merger; (5) risks that the proposed merger disrupts current plans and
operations of Greenlane and/or KushCo; (6) the ability to recognize the
anticipated benefits of the merger; and (7) the amount of the costs, fees,
expenses and charges related to the merger; and the other risks and important
factors contained and identified in Greenlane's and KushCo's filings with the
SEC, such as their respective most recent Annual Reports on Form 10-K, any of
which could cause actual results to differ materially from the forward-looking
statements in this Current Report.
There can be no assurance that the merger will in fact be consummated on the
expected timeline or at all. We caution investors not to unduly rely on any
forward-looking statements. The forward-looking statements speak only as of the
date of this Current Report. Neither Greenlane nor KushCo is under any duty to
update any of these forward-looking statements after the date of this report,
nor to conform prior statements to actual results or revised expectations, and
neither Greenlane nor KushCo intends to do so.
Important Information for Investors and Stockholders
In connection with the proposed merger, Greenlane has filed with the Securities
and Exchange Commission (the "SEC") a registration statement on Form S-4 that
includes 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 after the
registration statement has been declared effective by the SEC. Greenlane and
KushCo also plan to file other relevant documents with the SEC regarding the
proposed merger. 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 the proposed merger between KushCo
and Greenlane. This Current Report is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential merger. KushCo, Greenlane, and their respective directors and
executive officers may be considered participants in the solicitation of proxies
in connection with the proposed merger. 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. 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. 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
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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 Current Report 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
Act.
Item 9.01.
(d) Exhibits.
Exhibit Title
Number
99.1 Press Release of KushCo Holdings, Inc. dated June 15 , 2021
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