UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Greenlane Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 83-0806637 State or other jurisdiction of incorporation or organiza ...

Industry Overview - The cannabis industry is experiencing volatility, yet consumer demand for cannabis is growing globally [2][3] - Over half of the United States has legalized cannabis, generating billions in revenue, but federal banking measures are still lacking due to its classification as a Schedule 1 narcotic [2] Company Highlights - **Jushi Holdings Inc.**: A vertically integrated cannabis company involved in cultivation, processing, retail, and distribution for medical and adult-use markets in the U.S. [4] - **Recent Financial Performance**: Jushi reported Q2 2025 earnings with total revenue of $65.0 million, gross profit of $28.9 million (44.5% margin), and a net loss of $12.3 million [9] - **Planet 13 Holdings Inc.**: Engages in cultivating and providing cannabis products for medical and retail markets. They announced the introduction of "Planet the 13th Night Market" to support local creators [8][11] - **Greenlane Holdings, Inc.**: Focuses on the development and distribution of cannabis accessories and vape devices. Recently selected JointCommerce for its B2C e-commerce digital marketing platform [12][14] Investment Opportunities - Investors are encouraged to keep an eye on specific marijuana stocks that may present profitable opportunities in the future [3][8]

Industry Overview - The cannabis industry has faced challenges, with the market value dropping from projections of $30 billion to below that figure, yet there remains optimism for future growth due to potential federal reforms [2] - Current market conditions have led to a decline in marijuana stock prices, presenting potential entry points for investors [3] Company Highlights - **Green Thumb Industries Inc.**: Engaged in manufacturing, distributing, and selling cannabis products for medical and adult-use markets in the U.S. The company is set to hold a Q2 2025 earnings conference call on August 6, 2025 [4][6] - **Greenlane Holdings, Inc.**: Focuses on the development and distribution of cannabis accessories and lifestyle products. Recently selected JointCommerce as its B2C e-commerce digital marketing platform to enhance growth [7][8] - **Planet 13 Holdings Inc.**: Cultivates and provides cannabis products for medical and retail markets in the U.S. The company will report its Q2 2025 earnings on August 13, 2025, with a conference call to discuss financial results and business strategy [9][11]

Industry Overview - The cannabis industry is projected to exceed $45 billion by 2025, with strong growth expected over the next five years as demand for accessories and digital services increases [1][4] - Ancillary sectors such as technology, packaging, and paraphernalia are becoming essential, providing support without directly handling cannabis [1][4] Legislative Environment - Momentum for cannabis legalization is building, with new bills being introduced in key states and some regions expanding medical access or softening penalties [2] - Federal reform remains slow, causing fluctuations in cannabis stocks in response to news events [2] Investment Opportunities - Ancillary cannabis companies are seen as a smart investment for exposure to the cannabis sector without the legal risks associated with growers or dispensaries [1][4] - Key ancillary stocks to monitor include Leafly Holdings Inc. (LFLY), WM Technology Inc. (MAPS), and Greenlane Holdings Inc. (GNLN) [4][6] Company Profiles Leafly Holdings Inc. (LFLY) - Leafly is a leading online cannabis marketplace, serving millions of users and listing inventory from over 10,000 licensed dispensaries [5][7] - The company is facing financial strain, having shifted to over-the-counter trading, with anticipated Q1 2025 revenue around $8.5 million [7] - Leafly's primary revenue source is advertising, but operational losses are a concern, necessitating improved monetization and cost management [7] WM Technology Inc. (MAPS) - WM Technology, known as Weedmaps, connects consumers with licensed retailers and provides digital tools for over 5,000 cannabis businesses [8] - In Q1 2025, Weedmaps reported revenue of $44.6 million, maintaining positive adjusted operating income of $2.6 million, indicating financial stability [8] - The company is focusing on improving platform features and retaining long-term clients, despite a slowdown in new customer growth [8] Greenlane Holdings Inc. (GNLN) - Greenlane is a supplier of cannabis accessories and packaging, specializing in vaporizers and safety packaging, with operations across North America and abroad [9] - The company raised $25 million through a private placement in February 2025 and executed a 1-for-750 reverse stock split to meet Nasdaq standards [11] - Greenlane is undergoing restructuring efforts to stabilize and return to profitability, with revenue figures for Q1 yet to be disclosed [11] Market Sentiment - Ancillary cannabis companies are viewed as strong entry points for investors seeking exposure without direct investment in cultivation or retail [12] - Each company presents unique advantages and challenges, with July 2025 being a critical time to monitor their progress and consider investment opportunities [12]

Industry Overview - The cannabis industry continues to attract optimism among investors due to strong financial results from many ancillary and multi-state operators (MSOs) in the U.S. [1][2] - Despite market challenges, companies that remain profitable are seen as long-term investment opportunities, suggesting a potential recovery in the sector [2][3] - Legislative changes, such as rescheduling cannabis or passing banking measures, are anticipated to positively impact market dynamics, given the significant revenue generated in the U.S. [3] Company Highlights - **Planet 13 Holdings Inc.**: Engages in the cultivation and provision of cannabis products for medical and retail markets in the U.S. Recently held its Annual General Meeting, with notable director election results [4][6][7]. - **Greenlane Holdings, Inc.**: Focuses on the development and distribution of cannabis accessories and lifestyle products across multiple regions. Recently appointed Mike Hinson as Executive Vice President of Sales to enhance sales and marketing initiatives [8][10]. - **Jushi Holdings Inc.**: A vertically integrated cannabis company involved in cultivation, processing, and retail. Recently launched a lifestyle cannabis brand named 'Shayo', in collaboration with a reality TV star, aiming to promote wellness [12][13].

Group 1 - The marijuana sector is currently experiencing a downturn in trading, with companies facing challenges in market performance impacting their stock prices [1][2] - Federal reform and the rescheduling of cannabis are seen as crucial for the industry's growth and for creating a safer investment environment [2][3] - Companies are strategizing and remaining patient, with optimism for future gains keeping investors engaged despite current market conditions [3] Group 2 - Greenlane Holdings, Inc. focuses on the development and distribution of cannabis accessories and vape devices across multiple regions including the U.S., Canada, Europe, and Latin America [4][6] - The company renewed its distribution agreement with PAX, which enhances its portfolio and strengthens its market position in the growing cannabis vaporizer market [7] - Jushi Holdings Inc. is a vertically integrated cannabis company involved in cultivation, processing, retail, and distribution for both medical and adult-use markets in the U.S. [9]

Financial Instruments and Debt Management - The Company issued a note in the principal amount of $3,237,269 with a 20% original issue discount, due by February 5, 2025, or upon receiving at least $3,500,000 from a Qualified Offering[36]. - The Company raised $6.5 million through a securities purchase agreement, issuing 2,363,637 units, each consisting of one share of common stock and two common warrants exercisable at $2.50 per share[37]. - The Company received approximately $3.9 million in cash from future receivables financings in 2023, which was restructured to a total balance of $4.6 million due to inability to make prescribed monthly payments[38]. - The Company entered into an Exchange Agreement to reduce outstanding indebtedness by approximately $617,000, issuing new Senior Subordinated Notes of $4,000,000[40]. - The Company modified its debt agreement to reduce the principal balance by $2.7 million as part of an asset purchase agreement[47]. - The company recorded a loss on extinguishment of debt of $2.0 million for the year ended December 31, 2024[83]. - The company issued 1,261,830 warrants valued at $2.6 million as part of the debt extinguishment[84]. - The company entered into a secured loan agreement for $2.2 million on September 22, 2023, with potential deferrals of existing payment obligations totaling $2.0 million[92]. - On May 1, 2024, the Company entered into an asset purchase agreement with Synergy, resulting in a gain on extinguishment of $2.1 million and a debt modification gain of $2.2 million[93]. - The principal balance of the Secured Bridge Loan decreased from $5.1 million to $2.7 million as part of the asset acquisition[93]. - The Company recorded a loss on extinguishment of debt amounting to $1.0 million for the year ended December 31, 2024[94]. - The Company issued 500,000 common stock warrants valued at $1.0 million using the Black-Scholes model as part of the debt extinguishment[95]. Revenue and Sales Performance - For the three months ended March 31, 2025, the company reported a net loss of $3.867 million, resulting in a basic and diluted net loss per share of $0.32[126]. - Net sales for the three months ended March 31, 2025, were $1.469 million, a decrease of 70.2% compared to $4.926 million in the same period of 2024[148]. - Gross profit for the same period was $721,000, down from $1.512 million in 2024, indicating a decline of 52.3%[148]. - Three customers represented approximately 51% of net sales for the three months ended March 31, 2025[64]. - The company transitioned to a commission revenue model for the Industrial segment, recognizing revenue on a net basis for its services[63]. Operational Changes and Cost Management - The Company plans to reduce operating costs and increase revenue through new product introductions and customer acquisitions[35]. - The Company launched a new product line called Groove and rationalized its third-party brands to reduce inventory carrying costs[51]. - The Company entered into strategic partnerships to enhance service offerings and reduce costs, potentially impacting top-line revenue[52][53]. - The Company has successfully renegotiated vendor and supplier terms to improve working capital arrangements and streamline operations[54]. - The company has not recognized any equity-based compensation expense for the three months ended March 31, 2025, compared to $86,000 in the same period of 2024[135]. Assets and Liabilities - As of March 31, 2025, the Company reported total property and equipment, net of accumulated depreciation, of $1.33 million[106]. - The company had no outstanding debt as of March 31, 2025, down from $7.7 million as of December 31, 2024[79]. - The company reported accounts receivable of $4.899 million, an increase from $4.262 million as of December 31, 2024[148]. - The company’s long-lived assets totaled $2.145 million as of March 31, 2025, slightly down from $2.463 million at the end of 2024[148]. - Customer deposits decreased from $2.66 million as of December 31, 2024, to $2.53 million as of March 31, 2025, due to revenue recognition of $132,000[110]. - The four largest vendors accounted for approximately 78.8% of total purchases for the three months ended March 31, 2025[112]. Legal and Regulatory Matters - The Company received a Civil Investigation Demand regarding a potential violation of the False Claims Act related to a $1.9 million PPP loan[100]. - The Company intends to dispute a demand for arbitration for unpaid legal invoices amounting to $320,511.48[97]. Future Plans and Capital Raising - The Company plans to seek additional capital through the issuance of debt or equity securities[35]. - The company completed a private placement of approximately $25.0 million, selling shares at a price of $1.19 per Common Unit[122]. - The Company issued an aggregate of 58,000 shares of Class A common stock and warrants for gross cash proceeds of $6.5 million in an August 2024 private placement[117]. Miscellaneous - The company had an escrow balance of $1.7 million as of March 31, 2025, after $0.8 million was credited back to purchasers due to late filings[124]. - The company expects to settle the escrow receivable amount owed by December 31, 2025[124]. - The company has established a full valuation allowance against its deferred tax assets, reflecting a carrying balance of $0 as of March 31, 2025[138]. - No quantitative or qualitative disclosures about market risk were required in the report[225].

Core Insights - 3WIN Corp. has appointed Craig Snyder as the new CEO and member of the Board of Directors, effective April 17, 2025, following his role as Chief Transformation Officer [1][3] - Christopher J. Sinacori has transitioned to Executive Chairman of the Board and President, while Jeffrey A. Sinacori becomes Chief Operating Officer [2] - The leadership changes are aimed at enhancing operational performance and preparing the company for its public offering [3][8] Company Overview - 3WIN Corp. is a global wholesale distributor of CCELL® vape products, serving the cannabis and hemp markets [9] - The company offers customization services and packaging solutions to help brands stand out in competitive markets [9] - 3WIN's subsidiary, 3Win Holdings (Canada) Corp., focuses on the development and distribution of controlled substances under Canadian licenses [10][11] Leadership Experience - Craig Snyder brings over 25 years of leadership experience in high-tech and consumer products, with a history of driving growth and executing strategies in new markets [5][6] - His previous roles include senior leadership positions at Fortune 100 companies and guiding Nasdaq-listed startups through successful IPOs [5] - Snyder has extensive M&A experience, having led over 25 acquisitions and successfully exited two companies as CEO [6] Strategic Focus - As CEO, Snyder will cultivate relationships in capital markets and oversee initiatives to maximize operational performance and customer experience [3][4] - His role will involve ensuring efficient growth while staying ahead of industry trends, optimizing the company's structure and market positioning [4] - The leadership believes Snyder's experience will be instrumental in scaling operations to meet evolving customer needs [7][8]

Core Viewpoint - The implementation of tariffs is expected to create a ripple effect throughout the cannabis industry, impacting production costs, market prices, and the trading of marijuana stocks [1][2]. Industry Impact - Increased tariffs will likely raise import costs for essential materials in cannabis production, such as hydroponic systems and lighting equipment, leading to higher operational costs for cannabis farmers [1][2]. - As operational costs rise, cannabis operators may need to increase prices for their products, which could negatively affect top marijuana stocks in the short term [2]. Investment Perspective - Despite the current downturn in the cannabis sector, there are opportunities to find top marijuana stocks at lower prices, with investors speculating on a potential future turnaround [3]. - Investors are looking for signs of a stronger industry and success in the long term, indicating a hopeful outlook among cannabis stock shareholders [3]. Companies to Watch - **Green Thumb Industries Inc. (OTC:GTBIF)**: Engages in the manufacturing, distribution, marketing, and sale of cannabis products for medical and adult use in the U.S., operating through Retail and Consumer Packaged Goods segments [4][8]. - **Greenlane Holdings, Inc. (NASDAQ:GNLN)**: Focuses on the development and distribution of cannabis accessories and lifestyle products across the U.S., Canada, and Europe, operating in Consumer Goods and Industrial Goods segments [6][8]. - Greenlane has announced its strategy to deliver quality and a diverse selection of cannabis products, emphasizing value for customers [9].

Market Growth and Trends - Greenlane's legal cannabis market generated $26.5 billion in 2022, increasing to $31.4 billion in 2023, reflecting an 18.5% growth[32] - The number of U.S. states with legalized cannabis rose from 18 in 2022 to 23 in 2023, a 27.8% increase[32] - The number of cannabis users in the U.S. grew from 47 million in 2023 to 52.5 million in 2024, an 11.7% increase[32] - The Canadian cannabis market declined from CAD 5.5 billion in 2023 to CAD 5.3 billion in 2024, marking a 3.27% decrease[37] - The European cannabis market is expected to grow from approximately $3.7 billion in 2023 to $6.2 billion in annual sales in 2024[38] - The ongoing trend of states legalizing medicinal and adult-use cannabis is expected to drive increased demand for the company's products[94] Company Operations and Strategy - Greenlane's vaporizer portfolio includes nearly 200 distinct products across 12 brands, with vaporizers being the largest product category by revenue[43][45] - The company has consolidated its warehouse and distribution operations, streamlining processes in 2023 and 2024[23] - Greenlane's proprietary brands include Groove, Higher Standards, and Pollen Gear, aimed at delivering higher margins and long-term value[21] - The company operates its own e-commerce platforms and utilizes third-party logistics to enhance distribution capabilities[22][23] - Greenlane's growth strategy focuses on scaling its higher-margin proprietary brands through direct-to-consumer channels[24] - The company launched a new B2B customer portal at Wholesale.Greenlane.com in 2022, providing business customers with 24/7 access to the product catalog[56] Financial Performance and Capital Management - In 2023 and 2024, the company optimized its working capital requirements and reduced costs due to challenges in accessing capital markets[63] - A private placement in February 2025 raised approximately $25.0 million through the sale of Class A common stock and investor warrants at a price of $1.19 per Common Unit[69] - The company aims to enhance operating margins through additional product purchasing discounts and increased efficiencies from technology platforms[75] - The company achieved approximately $10.1 million in annualized cash compensation cost savings through a series of reductions in force during 2023 and 2024[81] - The company has cash available of $0.9 million as of December 31, 2024, with revenue declining in recent quarters compared to prior years[103] Regulatory and Compliance Challenges - The company faces increased taxation on vaping products, with 30 states and the District of Columbia adopting such laws, which may adversely impact demand[95] - Regulatory developments, including potential reclassification of cannabis, could significantly impact the company's operating results and market confidence[93] - The company is subject to intense price competition, which may negatively impact its gross and operating margins[116] - The company has faced regulatory uncertainties regarding the enforcement of tobacco-related provisions by the FDA, which could impact its product offerings[126] - The FDA has mandated that manufacturers of ENDS products must submit a PMTA by September 9, 2020, or face enforcement actions, impacting the ability to distribute vaporizer hardware and accessories[132] - Non-compliance with the Tobacco Control Act and FDA regulations could lead to litigation, financial penalties, and impaired marketing capabilities for vaporizer products[135] Market Risks and Consumer Behavior - The market for vaporizer products is evolving and characterized by uncertainty, which poses risks to the company's ability to maintain market share[122] - The company faces risks from a shift in consumer purchasing from brick-and-mortar to online retail, potentially harming market share and revenues[157] - There is a significant risk of difficulty in collecting receivables due to customers' financial challenges and regulatory environments[158] - Negative trends in public acceptance of cannabis could materially affect the company's business and financial condition[194] - Federal enforcement against state-legal cannabis activities remains a risk, which could negatively impact revenues and profits[180] Supply Chain and Supplier Relationships - The company has established strong relationships with over 150 suppliers, with a significant percentage of net sales dependent on a small number of key suppliers[57] - The company relies on third-party suppliers for vaporization products, and any supply shortages could adversely affect its business operations and financial condition[123] - The lack of long-term agreements with suppliers may lead to inventory shortages or price increases, adversely affecting product offerings and business operations[150] Legal and Liability Risks - The company is exposed to personal injury, product liability, and environmental claims due to its position in the vaporization products supply chain[219] - Customers use distributed products in potentially hazardous applications, increasing the risk of lawsuits[219] - The company may be named as a defendant in lawsuits asserting large claims, regardless of product manufacturing[219] - The adequacy of the company's insurance coverage for underlying claims is not guaranteed[219] Employment and Workforce Management - As of March 17, 2025, the company had 49 full-time employees, with 47 in the U.S. and 2 in Canada[80] - The company has significantly reduced its headcount to align with revenue projections and optimize costs[67] - The company aims to be the employer of choice by offering competitive compensation and benefits, regularly reviewing these programs against the market to ensure competitiveness[85]