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GNLN on Nasdaq

Greenlane Holdings, Inc.

Greenlane Holdings, Inc. is an American wholesale-durable goods company based in Boca Raton.1 Its shares trade on Nasdaq under the symbol GNLN.1

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Last updated Oct 21, 2026.

Overview

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  • TickerGNLN on Nasdaq1
  • IndustryWholesale-Durable Goods, NEC1
  • HeadquartersBoca Raton, Florida1
  • Incorporated inDE2
  • Business address4800 N Federal Hwy, Suite B200, Boca Raton, Fl 334312
  • Filer categoryNon-accelerated filer, Smaller reporting company2
  • Legal formCorporation

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(the “Board”) created a Digital Assets Committee to oversee our Treasury Policy.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-286.2%Gross margin5
-1245.6%Operating margin5
-1965.1%Net margin5
-67.2%Revenue growth, 20255
-126.1%Return on equity5
-$16.4MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Regions

United States brought in 100% of the revenue Greenlane Holdings, Inc. broke down this way in fiscal 2025.

  1. United States$4.4M5100%down 60% from 2024
  2. CA [member]$4.0K50%down 97% from 2024
Regions by year
Regions20242025
United States$10.9M$4.4M
CA [member]$157.0K$4.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue100¢$16.8M
  • Income tax0¢$7.0K

Out of $4.4M in revenue.5 The company lost money this year.

Financial statements

Revenue6789105$4.4M in 2025−98% since 2019
0$50.0M$100.0M$150.0M$200.0M2019: $185.0M$185.0M20192020: $138.3M$138.3M2020−25%2021: $166.1M$166.1M2021+20%2022: $137.1M$137.1M2022−17%2023: $65.4M$65.4M2023−52%2024: $13.3M$13.3M2024−80%2025: $4.4M$4.4M2025−67%
Gross profit6789105-$12.5M in 2025
-$20.0M0$20.0M$40.0M2019: $31.1M$31.1M20192020: $22.8M$22.8M2020−27%2021: $33.9M$33.9M2021+49%2022: $25.0M$25.0M2022−26%2023: $17.8M$17.8M2023−29%2024: $6.3M$6.3M2024−65%2025: -$12.5M-$12.5M2025
Operating income6789105-$54.2M in 2025+118% since 2019
-$200.0M-$150.0M-$100.0M-$50.0M02019: -$24.9M-$24.9M20192020: -$49.0M-$49.0M2020+96%2021: -$52.7M-$52.7M2021+8%2022: -$184.1M-$184.1M2022+249%2023: -$26.1M-$26.1M2023−86%2024: -$11.8M-$11.8M2024−55%2025: -$54.2M-$54.2M2025+359%
Net income6789105-$85.6M in 2025+197% since 2019
-$200.0M-$150.0M-$100.0M-$50.0M02019: -$28.8M-$28.8M20192020: -$14.5M-$14.5M2020−50%2021: -$30.6M-$30.6M2021+111%2022: -$169.5M-$169.5M2022+454%2023: -$32.2M-$32.2M2023−81%2024: -$17.6M-$17.6M2024−45%2025: -$85.6M-$85.6M2025+385%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Net revenue$4.4M$13.3M
Cost of sales$16.8M$7.0M
Gross (loss) profit-$12.5M$6.3M
Salaries, benefits and payroll taxes$9.9M$7.4M
Stock based compensation strategic advisory warrants$18.6M
General and administrative$10.6M$9.8M
Restructuring expenses$1.5M
Impairment of property, plant and equipment$650.0K$153.0K
Depreciation and amortization$493.0K$800.0K
Total operating expenses$41.8M$18.1M
Loss from operations-$54.2M-$11.8M
Interest expense-$394.0K-$5.9M
Change in fair value of contingent consideration$1.0M
Change in fair value of digital assets-$31.1M
Loss on extinguishment of debt-$876.0K
Other expense, net$213.0K-$25.0K
Total other expense, net-$31.3M-$5.8M
Loss before income taxes-$85.6M-$17.7M
Provision for income taxes$7.0K
Net loss-$85.6M-$17.7M
Less: Net loss attributable to non-controlling interest-$17.0K
Net loss attributable to Greenlane Holdings, Inc.-$85.6M-$17.6M
Net loss attributable to Class A common stock per share - basic-$11.42-$14.56
Net loss attributable to Class A common stock per share - diluted-$11.42-$14.56
Weighted-average shares of Class A common stock outstanding - basic7.5M shares1.2M shares
Weighted-average shares of Class A common stock outstanding - dilued7.5M shares1.2M shares
Foreign currency translation adjustments$20.0K
Comprehensive loss-$85.6M-$17.6M
Less: comprehensive loss attributable to non-controlling interest-$17.0K
Comprehensive loss attributable to Greenlane Holdings, Inc.-$85.6M-$17.6M

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Corporate structure

Greenlane Holdings, Inc. sits at the top of its group. 22 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Greenlane Holdings, Inc.

  • Greenlane Holdings, Inc. Boca Raton, Florida
    • ARI Logistics B.V. Subsidiary · Netherlands
    • Banana G’s LLC Subsidiary · Delaware, United States
    • Better Life Holdings, LLC Subsidiary · Delaware, United States
    • Conscious B.V. Subsidiary · Netherlands
    • Global Pacific Holdings LLC Subsidiary · Delaware, United States
    • Greenlane Holdings EU B.V. Subsidiary · Netherlands
    • Greenlane Subsidiary, Inc. Subsidiary · Delaware, United States
    • GS Fulfillment LLC Subsidiary · Delaware, United States
    • HS Products LLC Subsidiary · Delaware, United States
    • HSCM LLC Subsidiary · Delaware, United States
    • KCH Distribution Inc Subsidiary · Canada
    • KIM International, LLC Subsidiary · California, United States
    • Kush Energy, LLC Subsidiary · Colorado, United States
    • Kush Supply Co. LLC Subsidiary · Nevada, United States
    • Merger Sub Gotham 2, LLC (successor to KushCo Holdings, Inc.) Subsidiary · Delaware, United States
    • Pollen Gear LLC Subsidiary · Delaware, United States
    • Rocketmang LLC Subsidiary · Delaware, United States
    • Shavita B.V. Subsidiary · Netherlands
    • South Atlantic Holdings LLC Subsidiary · Delaware, United States
    • Vape World Distribution LTD Subsidiary · Canada
    • Warehouse Goods LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Greenlane Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$7.9M5 Dec 31, 2025$8.6M5 Dec 31, 2024−8.5%
Accumulated depreciation$7.7M5 Dec 31, 2025$7.2M5 Dec 31, 2024+6.0%
Property and equipment, net$253.0K5 Dec 31, 2025$1.4M5 Dec 31, 2024−82.2%
Operating-lease assets (leased space)$144.0K5 Dec 31, 2025$1.0M5 Dec 31, 2024−86.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$32.5M5 Dec 31, 2025$899.0K5 Dec 31, 2024+3516.6%

Inventory

ItemLatestA year beforeChange
Inventory, total$14.2M5 Dec 31, 2024$20.5M10 Dec 31, 2023−30.8%

Properties, in its own words

We lease administrative office space in Boca Raton, Florida. In connection with the transition of the business and the streamlining of legacy operations, the Company exited its warehouse operations in Moreno Valley, California by February 28, 2026. The Company also no longer relies on a warehouse-based distribution model for its remaining legacy commerce activities.

We believe our current facilities are adequate for our ongoing operations and that we have the flexibility to obtain additional space if needed.

Item 2 of the 10-K filed Mar 31, 2026.4

Leadership

Who has led Greenlane Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Aaron Locascio2019–2021
  2. Nicholas Kovacevich2021–2022
  3. Barbara Sher2024–2026
  4. Jason Hitchcock2026–now

President

  1. Aaron Locascio2021

Chief financial officer

  1. Ethan Rudin2019
  2. Vanessa Guzman-Clark2026–now

Chief operating officer

  1. Jay M. Scheiner2019
  2. William J. Bine2020–2021
  3. Oliveira Rodrigo De2021–2022
20202025
Board members and other officers (22)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • ARI Logistics B.V. Netherlands3
  • Banana G’s LLC Delaware3
  • Better Life Holdings, LLC Delaware3
  • Conscious B.V. Netherlands3
  • GS Fulfillment LLC Delaware3
  • Global Pacific Holdings LLC Delaware3
  • Greenlane Holdings EU B.V. Netherlands3
  • Greenlane Holdings, LLC Delaware3
  • Greenlane Subsidiary, Inc. Delaware3
  • HS Products LLC Delaware3
  • HSCM LLC Delaware3
  • KCH Distribution Inc Canada3
  • KIM International, LLC California3
  • Kush Energy, LLC Colorado3
  • Kush Supply Co. LLC Nevada3
  • Merger Sub Gotham 2, LLC (successor to KushCo Holdings, Inc.) Delaware3
  • Pollen Gear LLC Delaware3
  • Rocketmang LLC Delaware3
  • Shavita B.V. Netherlands3
  • South Atlantic Holdings LLC Delaware3
  • Vape World Distribution LTD Canada3
  • Warehouse Goods LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 15, 20268-K Bankruptcy or receivership43
  2. Oct 7, 20268-K Bankruptcy or receivership; Completed an acquisition or sale44
  3. Sep 1, 20268-K Other events45
  4. Aug 24, 20268-K Executive or director change46
  5. Aug 14, 20268-K Results of operations47
  6. May 15, 20268-K Results of operations48
  7. Apr 27, 20268-K Listing notice or transfer; Regulation FD disclosure; Other events49
  8. Apr 9, 20268-K Regulation FD disclosure; Other events50
  9. Apr 6, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed51
  10. Apr 1, 20268-K Regulation FD disclosure52
  11. Mar 31, 20268-K Regulation FD disclosure53
  12. Mar 30, 20268-K Listing notice or transfer54
  13. Mar 6, 2026New chief executive Jason Hitchcock becomes CEO14
  14. Aug 8, 2024New chief executive Barbara Sher becomes CEO15
  15. Sep 2, 2021New chief executive Nicholas Kovacevich becomes CEO16
  16. Apr 18, 2019New chief executive Aaron Locascio becomes CEO17

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202655

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results47
  2. May 15, 2026Reported quarterly or annual results48
  3. Nov 14, 2025Reported quarterly or annual results56
  4. Aug 14, 2023Reported quarterly or annual results57
  5. May 15, 2023Reported quarterly or annual results58
  6. Apr 3, 2023Reported quarterly or annual results59
  7. Nov 15, 2022Reported quarterly or annual results60
  8. Oct 25, 2022Reported quarterly or annual results61

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

308 filings to the SEC since October 2021: 8 annual reports, 19 quarterly reports, 110 major events, 78 insider forms, 18 large holders, 1 private raises, 74 other. The latest 20:

  1. Oct 15, 20268-K EDGAR
  2. Oct 7, 20268-K EDGAR
  3. Sep 10, 20264 EDGAR
  4. Sep 1, 20268-K EDGAR
  5. Aug 24, 20268-K EDGAR
  6. Aug 14, 202610-Q EDGAR
  7. Aug 14, 20268-K EDGAR
  8. May 15, 202610-Q EDGAR
  9. May 15, 20268-K EDGAR
  10. Apr 30, 202610-K/A EDGAR
  11. Apr 27, 20268-K EDGAR
  12. Apr 9, 20268-K EDGAR
  13. Apr 6, 20268-K EDGAR
  14. Apr 2, 20264 EDGAR
  15. Apr 1, 20268-K EDGAR
  16. Mar 31, 20268-K EDGAR
  17. Mar 31, 202610-K EDGAR
  18. Mar 30, 20268-K EDGAR
  19. Mar 25, 20268-K EDGAR
  20. Mar 17, 20264 EDGAR

The 308 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

31 open-market trades by officers, directors and large owners since October 2021: 1 buys and 30 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 22, 2023Snyder Craig A.Chief Executive OfficerBuy1,200$0.32$384Form 4
Dec 15, 2022UTTZ JEFFREY JDirectorSale1,800$0.45$810Form 4
May 13, 2022Schoenfeld AdamDirectorSale33,000$0.33$10.9KForm 4
May 6, 2022Schoenfeld AdamDirectorSale33,000$0.36$11.9KForm 4
Apr 29, 2022Schoenfeld AdamDirectorSale33,000$0.35$11.6KForm 4
Apr 22, 2022Schoenfeld AdamDirectorSale33,000$0.38$12.5KForm 4
Apr 14, 2022Schoenfeld AdamDirectorSale33,000$0.44$14.5KForm 4
Apr 8, 2022Schoenfeld AdamDirectorSale33,000$0.44$14.5KForm 4
Apr 1, 2022Schoenfeld AdamDirectorSale33,000$0.54$17.8KForm 4
Mar 25, 2022Schoenfeld AdamDirectorSale33,000$0.70$23.1KForm 4
Mar 18, 2022Schoenfeld AdamDirectorSale33,000$0.50$16.5KForm 4
Mar 11, 2022Schoenfeld AdamDirectorSale33,000$0.48$15.8KForm 4
Mar 4, 2022Schoenfeld AdamDirectorSale33,000$0.49$16.2KForm 4
Feb 25, 2022Schoenfeld AdamDirectorSale33,000$0.54$17.8KForm 4
Feb 18, 2022Schoenfeld AdamDirectorSale33,000$0.59$19.5KForm 4
Feb 11, 2022Schoenfeld AdamDirectorSale33,000$0.68$22.4KForm 4
Dec 30, 2021Schoenfeld AdamDirectorSale38,200$0.96$36.7KForm 4
Dec 29, 2021Mote William E. JrChief Financial OfficerSale15,475$0.94$14.5KForm 4
Dec 23, 2021Schoenfeld AdamDirectorSale38,200$1.01$38.6KForm 4
Dec 17, 2021Schoenfeld AdamDirectorSale38,200$1.05$40.1KForm 4

All 31 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Aug 13, 2024Raised $6.5 million in a private offering of equity Form D: 3 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Yorkville Advisors Global, LP25,000$60.5K0.1%New
Tower Research Capital LLC (TRC)1,496$3.6K0.0%New
Vanguard Capital Management LLC1,282$3.1K0.0%New
Citigroup Inc1,086$2.6K0.0%New
SBI Securities Co., Ltd.1$20.0%−9

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Greenlane Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARGreenlane Holdings, Inc.1
  • CIK0001743745
  • Employer ID (EIN)83-08066374
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)5099 Wholesale-Durable Goods, NEC1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address4800 N Federal Hwy, Suite B200, Boca Raton, FL 334311
  • Phone877-292-76601
  • Shares outstanding694,544 as of Aug 12, 202612
  • Public float$1.0M as of Jun 30, 20254
  • AuditorPKF O’Connor Davies, LLP, New York, New York PCAOB ID 127; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceAug 14, 20181
  • Filings549 in all: 4 (151), 8-K (147), 3 (31), 10-Q (23), CORRESP (21), 4/A (13), UPLOAD (13), 425 (12)1
    All 50 form types

    SC 13G/A (10), DEF 14A (9), EFFECT (9), PRE 14A (8), SC 13G (8), 10-K (7), S-1/A (7), 8-K/A (6), SCHEDULE 13G/A (6), 10-K/A (5), 424B5 (5), DEFA14A (5), S-1 (5), 10-Q/A (4), SCHEDULE 13G (4), DEFR14A (3), DRS/A (3), DRSLTR (3), S-3 (3), S-8 (3), 424B2 (2), 424B3 (2), S-3/A (2), 3/A (1), 424B4 (1), 5 (1), 8-A12B (1), 8-A12G (1), ARS (1), AW (1), CERT (1), D (1), DRS (1), FWP (1), NT 10-K (1), NT 10-Q (1), NT 10-Q/A (1), POS EX (1), S-1MEF (1), S-4 (1), S-4/A (1), S-4MEF (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Feb 26, 2026
    Latest 8-K (8-K) Oct 15, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.01 par value per shareGNLNNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Greenlane Holdings, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 76 risks under these headings, as written.4

  • Risks Related to Our Digital Asset Trading Strategy and Cryptocurrencies
  • We have recently adopted a digital asset treasury strategy with a focus on BERA, and we may be unable to successfully implement this new strategy.
  • Our shift towards a BERA-focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks.
  • A disruption of the internet may affect the operation of blockchain networks, which may adversely affect the digital asset industry and an investment in us.
  • Blockchain technologies are based on theoretical conjectures as to the impossibility of solving certain cryptographical puzzles quickly. These premises may be incorrect or may become incorrect due to technological advances.
  • Technical shortcomings or defects in the BERA network, including changes to its validator structure, governance model, or core software, could diminish the utility and value of BERA and harm our business.
  • If validators exit the BERA network, it could increase the likelihood of a malicious actor obtaining control.
  • Berachain may not be able to compete with other blockchain networks. If Berachain is not able to compete successfully, the value of BERA would be significantly affected.
  • The economic design underlying PoL may be flawed, may fail to gain adoption, or may be exploited. Any such events could undermine the growth and development of the Berachain network.
  • We and other users may suffer losses due to staking or validator slashing, which could make Berachain less attractive.
  • We face risks relating to the potential compromise of Berachain’s and other blockchains’ network security by emerging technologies, including artificial intelligence and quantum computing, which may materially and adversely impact our operations and financial condition.
  • BERA is created and transmitted through the operations of the Berachain network, a decentralized network of computers running software following the Berachain protocol. If the Berachain network is disrupted or encounters any unanticipated difficulties, the value of BERA could be negatively impacted.
The other 65 risks
  • We face risks relating to the custody of our BERA or other digital assets, including the loss or destruction of private keys required to access our BERA or other digital assets and cyberattacks or other data loss relating to our BERA or other digital assets.
  • If we lose key personnel, including our Chief Investment Officer and Strategic Advisors, or if we fail to recruit additional highly skilled personnel, our ability to operate and manage our digital asset treasury strategy will be impaired.
  • If we are unable to raise additional capital on acceptable terms, our ability to implement and sustain our Treasury Policy may be compromised.
  • Our BERA holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
  • We may be subject to regulatory developments related to digital assets and digital asset markets, which could adversely affect our business, financial condition, and results of operations.
  • There is a possibility that BERA tokens may be classified as a “security” under U.S. federal securities laws. If BERA tokens are classified as a “security,” that would subject us to additional regulation and could materially impact the operations of our treasury strategy and our business.
  • Regulatory change reclassifying BERA as a security could lead to our falling within the definition of “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and could adversely affect the market price of BERA and the market price of our Common Stock.
  • We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
  • Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns.
  • Litigation, regulatory enforcement actions, or legal proceedings against key participants in the Berachain ecosystem could materially harm network activity, token demand, and the value of an investment in our Common Stock.
  • Berachain provides base layer infrastructure that can be used for multiple types of applications, including applications that may be unregulated or face significant regulatory risks.
  • Additional sales, distributions, or issuances of BERA could cause the price of BERA to decline significantly
  • Our BERA holdings may amplify market volatility.
  • Digital asset trading platforms on which BERA trades are relatively new and largely unregulated or may not be complying with existing regulations.
  • Digital assets represent a new and rapidly evolving industry, and the value of our Common Stock may depend, in large part, on the acceptance of Berachain and applications built on the Berachain protocol.
  • Berachain is a relatively new technological innovation with a limited operating history.
  • We face other risks related to our BERA treasury reserve business model.
  • Blockchain technology may expose us to sanctioned or blocked persons or may result in unintentional or inadvertent violations of economic sanctions and anti-money laundering laws and regulations.
  • BERA held by us are not subject to FDIC or SIPC protections.
  • Risks Related to Our Use of Derivatives on BERA
  • We plan to engage in derivatives transactions, including call options and put options on BERA, and such transactions may expose us to material risks that could adversely impact our business, operating results and financial condition.
  • We face market, liquidity, and concentration risks.
  • We face custody, security, and operational risks.
  • We face legal, regulatory, and sanctions risks.
  • We face financial reporting and valuation risks.
  • We face counterparty, stablecoin, and protocol risks.
  • We face governance, controls, and key-person risks.
  • We face related-party and conflicts risks.
  • We face stablecoin classification risks.
  • We Face Stablecoin Liquidity and DeFi Deployment Risk.
  • Risks Related to Our Business and Industry
  • Global economic conditions, including global conflicts, inflation and supply chain disruptions, could materially and adversely our business, prospects, results of operations, financial condition, or cash flows.
  • We have incurred significant operating and net losses and anticipate that we will continue to incur significant losses for the foreseeable future.
  • If we are required to seek additional financing sources, they may not be available to us on attractive terms if at all and could restrict our ability to engage in certain business activities.
  • Our financial results and the market price of our Common Stock may be affected by the prices of BERA.
  • Our Common Stock may trade at a substantial premium or discount to the value of the BERA tokens we hold, and our stock price may be more volatile than the price of BERA.
  • Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our BERA token holdings.
  • The trading prices of many digital assets, including BERA, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including further declines in the trading prices of BERA, could have a material adverse effect on the value of the Common Stock.
  • If we fail to manage our business and growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately.
  • Management and employee turnover creates uncertainties and could harm our business.
  • The market for vaporizer products and related items is a niche market, subject to a great deal of uncertainty and is still evolving.
  • We depend on third-party suppliers for our products and may experience supply shortages which could have a material adverse effect on our business.
  • There is uncertainty related to the regulation of vaporization products and certain other consumption accessories. Increased regulatory compliance burdens, no matter how they arise, could have a material adverse impact on our business development efforts and our operations.
  • United States
  • We may be unable to identify or contract with new suppliers in the event of a disruption to our supply.
  • Demand for the products we distribute could decrease if the trend of our suppliers selling products directly to consumers or retailers continues or accelerates.
  • We are vulnerable to third-party transportation risks, including governmental laws and common carriers’ policies that prevent the shipment of the types of products we sell.
  • We do not have long-term agreements or guaranteed price or delivery arrangements with most of our suppliers. The loss of a significant supplier would require us to rely more heavily on our other existing suppliers or to develop relationships with new suppliers. Such a loss may have an adverse effect on our product offerings and our business.
  • If we fail to maintain proper inventory levels, our business could be harmed.
  • Our success is dependent in part upon our ability to distribute popular products from new suppliers, as well as the ability of our existing suppliers to develop and market products that meet changes in market demand or regulatory requirements.
  • We do not have long-term contracts with many of our customers. The agreements that we do have generally do not commit our customers to any minimum purchase volume. The loss of a significant customer may have a material adverse effect on us.
  • Changes in our customer, product or competition mix could cause our product margin and results of operations to fluctuate.
  • Because a material portion of our revenues are derived from sales to consumers indirectly through third-party retailers who operate traditional brick-and-mortar locations, the shift of sales to more online retail business could harm our market share and our revenues in certain sectors.
  • We have experienced and may continue to experience difficulty collecting receivables.
  • Our ability to distribute certain licensed brands and to use or license certain trademarks may be terminated or not renewed.
  • We may not be successful in maintaining the consumer brand recognition and loyalty of our products.
  • We may not be able to establish sustainable relationships with large retailers or regional or national chains.
  • New products face intense media attention and public pressure.
  • Our success depends, in part, on the quality and safety of our products, as well as the perception of quality and safety in the vaporization products and consumption accessories industry generally.
  • Damage to our reputation, or that of any of our key suppliers or their brands, could affect our business performance.
  • We are subject to substantial and increasing regulation regarding the vaporization industry.
  • Significant increases in state and local regulation of our vaporizer products have been proposed and enacted, and are likely to continue to be proposed and enacted in numerous jurisdictions.
  • Our business depends partly on continued purchases by businesses and individuals selling or using cannabis pursuant to state laws in the United States or Canadian and provincial laws.
  • The federal and state regulatory landscape regarding products containing hemp-derived CBD and other cannabinoids is uncertain and evolving, and new or changing laws or regulations relating to hemp and hemp-derived products could have a material adverse effect on our business, financial condition and results of operations.
  • We are subject to legislative uncertainty that could slow or halt the legalization and use of cannabis, which could materially and adversely affect our business.
  • While we believe that our business and sales do not violate the Federal Paraphernalia Law, legal proceedings alleging violations of such law or changes in such law or interpretations thereof could materially and adversely affect our business, financial condition or results of operations.
  • Officials of the U.S. Customs and Border Protection agency (“CBP”) have broad discretion regarding products imported into the United States, and the CBP has on occasion seized imported products on the basis that such products violate the Federal Paraphernalia Law. While we believe the products that we import do not violate such law, any such seizure of the products we sell could have a material adverse effect on our business operations or our results of operations.
  • Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends could materially and adversely affect our business, financial conditions or results of operations.

Legal proceedings

For information regarding legal proceedings as of December 31, 2025, see “Note 7—Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.

The opening of Item 3, Legal Proceedings.4

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