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Greenlane Holdings, Inc.

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Business Summary

Greenlane Holdings, Inc. has undergone a substantial strategic transition in fiscal year 2025, shifting its primary capital allocation focus from a traditional wholesale and distribution operating model to a digital asset treasury strategy centered on BERA, the native digital asset of the Berachain layer-1 blockchain protocol . While a reduced-scale wholesale and distribution business continues to operate through an asset-light drop-ship model, the company's primary capital allocation focus is now on the acquisition, staking, validator participation, and strategic deployment of digital assets . Greenlane is a Berachain ecosystem participant, supporting the development and operation of blockchain-based infrastructure, including assets and applications built on Berachain .

The core business model now revolves around this digital asset treasury strategy. The company generates revenue through network staking and validator activities, which may earn rewards denominated in BERA . It also aims to generate Berachain Governance Token (BGT) through participation in the Berachain ecosystem, which may provide governance influence . The company may also deploy BERA or stablecoins into decentralized finance (DeFi) protocols for risk-adjusted yield . Primary customer segments for the legacy business were historically wholesale and direct-to-consumer, but this has been significantly reduced .

The company's product and service lines are primarily divided into two operating and reportable segments: Wholesale and Distribution – legacy e-commerce and drop-ship operations, and Digital Assets – digital asset treasury activities . The Digital Assets segment focuses on the acquisition, staking, and validator participation related to BERA . The legacy Wholesale and Distribution business, operating through vapor.com and related channels, has been materially reduced in scale and is no longer the primary driver of financial performance .

For the fiscal year ended December 31, 2025, Greenlane reported total net revenue of $4.355 million , a gross loss of $(12.465) million , and a loss from operations of $(54.246) million . The net loss for the year was $(85.580) million , resulting in a diluted EPS of $(11.42) . Cash and cash equivalents stood at $32.513 million , and digital assets were valued at $36.555 million . Total liabilities were $7.207 million .

Comparing year-over-year, net revenue decreased by $8.920 million, or 67%, from $13.275 million in 2024 to $4.355 million in 2025 . The gross profit shifted to a gross loss of $(12.465) million in 2025 from a gross profit of $6.282 million in 2024, a decrease of $(18.747) million or (298%) . Operating expenses increased by $23.684 million, or 134%, from $18.097 million in 2024 to $41.781 million in 2025 . This was largely due to $18.553 million in stock-based compensation for strategic advisory warrants in 2025 , which was $0 in 2024 . The change in fair value of digital assets resulted in a loss of $(31.147) million in 2025, compared to $0 in 2024 .

Significant operational developments during the period include the substantial strategic transition in October 2025 to a digital asset treasury strategy centered on BERA . This involved materially reducing the legacy operating footprint, substantially exiting warehouse inventory by December 31, 2025, and transitioning the remaining commerce business to an asset-light, drop-ship model . The company also completed a $110.7 million private placement in the fourth quarter of 2025 with digital asset-focused investors, deploying proceeds into digital assets, including BERA and U.S. dollar-denominated stablecoins . Restructuring initiatives included technology enhancements for e-commerce, facility footprint rationalization by exiting warehouse operations by February 28, 2026, significant headcount reduction through March 2026, and full impairment of remaining inventory to a net balance of zero as of December 31, 2025 .

Business Outlook

Management believes the company has sufficient liquidity to fund its working capital requirements and operating obligations for at least the next twelve months, based on cash and cash equivalents on hand, including proceeds from the October 2025 private placement . The company's focus is on executing its digital asset treasury strategy, maintaining liquidity, and aligning operating costs with its reduced legacy footprint . Additional capital may be sought opportunistically depending on market conditions and strategic priorities .

A major growth area is the disciplined execution of the digital asset treasury strategy, which involves deploying capital from equity offerings and other transactions to acquire BERA through open market purchases or negotiated transactions, with the aim of increasing long-term BERA-per-share . The company also plans to increase its BERA position over time through purchases, staking, validator activities, and other permitted treasury activities . As of February 27, 2026, the company held approximately 70.4 million units of BERA and announced plans to deploy up to 50 million units of BERA into validator infrastructure on the Berachain network, comprising approximately 20 million units across two independently operated validators and up to 30 million units through a partnership with Infrared Finance .

Operationally, the company is focused on continued reduction and simplification of residual legacy operating activities . This includes the operation of vapor.com and related legacy commerce activities through an asset-light drop-ship model . The company exited its warehouse operations by the end of February 2026 and reduced headcount associated with legacy operations through March 2026 . The company's remaining legacy commerce operations are managed for efficiency, customer continuity, and liquidity rather than growth .

Planned capital allocation includes the discretionary purchase of BERA and related yield-generating instruments . The company may opportunistically access capital markets, including through its at-the-market (ATM) program, which was established on January 7, 2026, for up to $5.355687 million of shares of Common Stock, though no sales have been made under this offering as of the filing date . The company has no outstanding debt as of December 31, 2025 .

Management has explicitly flagged several structural headwinds and execution risks to its growth plan. The digital asset treasury strategy, with its focus on BERA, may be difficult to implement successfully due to the novel proof-of-liquidity consensus mechanism and the need for specialized employee skillsets . The company is exposed to significant operational risks, including potential slashing or forfeiture of rewards due to downtime, misconfiguration, or malicious software if it serves as a validator . The Berachain protocol is rapidly evolving, with frequent upgrades and changes that may require significant adjustments and unanticipated costs . The company also faces risks related to the custody of its BERA, including loss or destruction of private keys and cyberattacks .

Geographic, regulatory, and macro factors identified as constraints include the uncertain and evolving regulatory landscape for digital assets, which could lead to new laws, regulations, or interpretations that adversely affect the price of BERA or the company's ability to own or transfer it . There is a possibility that BERA tokens may be classified as a "security" under U.S. federal securities laws, which would subject the company to additional regulation and could materially impact its treasury strategy . Global economic conditions, including global conflicts, inflation, and supply chain disruptions, could materially and adversely affect the business . The company has also received a delisting notice from Nasdaq on March 25, 2026, due to non-compliance with the minimum bid price requirement and having effected two reverse stock splits over the prior two-year period, making it ineligible for a grace period .

Risk Factors

The company faces material macroeconomic risks including global economic downturns, heightened inflation, volatility in capital markets, interest rate and currency rate fluctuations, and ongoing global conflicts, which could negatively affect demand for products and exacerbate other business risks . Competitive risks are intense within the vaporization products and consumption accessories industry, which is highly fragmented, with larger competitors potentially limiting distribution or sales . Regulatory risks are significant and evolving, particularly concerning digital assets, where BERA tokens could be classified as a "security" under U.S. federal securities laws, leading to additional regulation, potential enforcement actions, or the company being deemed an "investment company" under the 1940 Act . The regulatory framework for payment stablecoins, such as the GENIUS Act of 2025, could reduce market participants' willingness to engage in digital asset transactions that rely on stablecoins, diminishing BERA liquidity . Operational risks include the potential for slashing or forfeiture of rewards from staking or validator activities on the Berachain network, technical shortcomings or defects in the BERA network, and the compromise of network security by emerging technologies like artificial intelligence and quantum computing . Furthermore, the company's BERA holdings, representing more than 10% of the initial supply of 500 million tokens, amplify market volatility, as any future sale or disposition could exert downward pressure on BERA's market price .

Management Priorities

Management's overall tone emphasizes a significant strategic transformation, shifting from a traditional wholesale and distribution model to a digital asset treasury strategy focused on BERA . They explicitly state that the company's financial profile is increasingly influenced by digital asset activity . Key strategic priorities for the period ahead include disciplined execution of the digital asset treasury strategy and its related governance framework, preservation of liquidity and capital flexibility, continued reduction and simplification of residual legacy operating activities, and operation of vapor.com and related legacy commerce activities through an asset-light drop-ship model . Management believes that based on current cash and cash equivalents, including proceeds from the October 2025 private placement, the company has sufficient liquidity to fund its working capital requirements and operating obligations for at least the next twelve months .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Overview
  3. [3] Item 1, Business — Overview
  4. [4] Item 7, MD&A — The BERA Strategy
  5. [5] Item 7, MD&A — The BERA Strategy
  6. [6] Item 7, MD&A — The BERA Strategy
  7. [7] Item 7, MD&A — Legacy Distribution Business
  8. [8] Item 2, Summary of Significant Accounting Policies — Segment Reporting
  9. [9] Item 2, Summary of Significant Accounting Policies — Segment Reporting
  10. [10] Item 7, MD&A — Business Transformation Overview
  11. [11] Item 7, MD&A — Results of Operations
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Results of Operations
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 8, Consolidated Statements of Operations and Comprehensive Loss
  16. [16] Item 8, Consolidated Balance Sheets
  17. [17] Item 8, Consolidated Balance Sheets
  18. [18] Item 8, Consolidated Balance Sheets
  19. [19] Item 7, MD&A — Net Revenue
  20. [20] Item 7, MD&A — Cost of Revenue and Gross Profit (Loss) Profit
  21. [21] Item 7, MD&A — Results of Operations
  22. [22] Item 7, MD&A — Stock based compensation – strategic advisory warrants
  23. [23] Item 7, MD&A — Stock based compensation – strategic advisory warrants
  24. [24] Item 7, MD&A — Change in fair value of digital assets
  25. [25] Item 1, Business — Overview
  26. [26] Item 1, Business — Legacy Business Overview and Strategic Transition
  27. [27] Item 1, Business — Legacy Business Overview and Strategic Transition
  28. [28] Item 1, Business — Restructuring Activities
  29. [29] Item 7, MD&A — Outlook and plan
  30. [30] Item 7, MD&A — Outlook and plan
  31. [31] Item 7, MD&A — Outlook and plan
  32. [32] Item 7, MD&A — The BERA Strategy
  33. [33] Item 1, Business — On-chain Activities
  34. [34] Item 1, Business — BERA Holdings
  35. [35] Item 1, Business — Our Operating Priorities
  36. [36] Item 1, Business — Our Operating Priorities
  37. [37] Item 1, Business — Legacy Business Overview and Strategic Transition
  38. [38] Item 1, Business — Our Operating Priorities
  39. [39] Item 1A, Risk Factors — If we are unable to raise additional capital on acceptable terms, our ability to implement and sustain our Treasury Policy may be compromised.
  40. [40] Item 1, Business — ATM Offering
  41. [41] Item 7, MD&A — Liquidity and Capital Resources
  42. [42] Item 1A, Risk Factors — 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.
  43. [43] Item 1A, Risk Factors — Our shift towards a BERA -focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks.
  44. [44] Item 1A, Risk Factors — Our shift towards a BERA -focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks.
  45. [45] Item 1A, Risk Factors — 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.
  46. [46] Item 1A, Risk Factors — 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.
  47. [47] Item 1A, Risk Factors — 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.
  48. [48] Item 1A, Risk Factors — 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.
  49. [49] Item 1, Business — Delisting Notice
  50. [50] Item 1A, Risk Factors — 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.
  51. [51] Item 1A, Risk Factors — We face intense competition and may fail to compete effectively.
  52. [52] Item 1A, Risk Factors — 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.
  53. [53] Item 1, Business — Regulations
  54. [54] Item 1A, Risk Factors — Our shift towards a BERA -focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks.
  55. [55] Item 1A, Risk Factors — Our BERA holdings may amplify market volatility.
  56. [56] Item 7, MD&A — Executive Overview
  57. [57] Item 7, MD&A — Executive Overview
  58. [58] Item 1, Business — Our Operating Priorities
  59. [59] Item 7, MD&A — Outlook and plan

Analysis on 5/21/2026