Item 5.07. Submission of Matters to a Vote of Security Holders.
KushCo Holdings, Inc. (the "Company" or "KushCo") held a special meeting of
stockholders on August 26, 2021 (the "Special Meeting"). At the Special Meeting,
the Company's stockholders approved the previously announced Agreement and Plan
of Merger (the "Merger Agreement"), dated as of March 31, 2021, by and among the
Company, Greenlane Holdings, Inc. ("Greenlane"), Merger Sub Gotham 1, LLC, a
wholly owned subsidiary of Greenlane ("Merger Sub 1"), and Merger Sub Gotham 2,
LLC, a wholly owned subsidiary of Greenlane ("Merger Sub 2").
Pursuant to the Merger Agreement, the Company and Greenlane will combine through
a merger of Merger Sub 1 with and into the Company with the Company as the
surviving corporation and a wholly owned subsidiary of Greenlane ("Initial
Surviving Corporation") (such merger, "Merger 1") and a merger of the Initial
Surviving Corporation with and into Merger Sub 2 with Merger Sub 2 as the
surviving limited liability company and a wholly owned subsidiary of Greenlane
("Merger 2," and together with Merger 1, the "Mergers"). The Merger Agreement
and the transactions contemplated thereby are described in more detail in the
definitive joint proxy statement/prospectus for the Special Meeting, filed by
the Company with the Securities and Exchange Commission on July 2, 2021 (the
"Joint Proxy Statement/Prospectus").
The final voting results with respect to the proposal to approve the Merger
Agreement (Proposal 1) voted upon at the Special Meeting are set forth below. As
there were sufficient votes to approve Proposal 1, stockholder action on
Proposal 2, a proposal to approve one or more adjournments of the Special
Meeting to another date, time or place, if necessary or appropriate, to solicit
additional proxies in favor of Proposal 1, was not required, and the Company did
not call the vote on that proposal. Both proposals are described in detail in
the Joint Proxy Statement/Prospectus.
Proposal 1:
The Company's stockholders approved the Merger Agreement. The following were the
tabulated votes "For" and "Against" this proposal, as well as the number of
"Abstentions":
For Against Abstentions
95,147,977 1,799,435 578,194
Item 8.01. Other Events.
On August 26, 2021, the Company issued a press release announcing the results of
the Special Meeting. A copy of the press release is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This 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 and markets in which KushCo and Greenlane
operate, and beliefs of and assumptions made by KushCo's management. 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 occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement;
(2) the outcome of any legal proceedings that may be instituted against the
parties and others following announcement of the Merger Agreement; (3) the
inability to consummate the merger due to the failure to satisfy certain closing
conditions; (4) risks that the proposed merger disrupts current plans and
operations of KushCo and/or Greenlane; (5) the ability to recognize the
anticipated benefits of the merger; and (6) the amount of the costs, fees,
expenses and charges related to the merger; and the other risks and important
factors contained and identified in KushCo's and Greenlane's filings with the
SEC, such as the Joint Proxy Statement/Prospectus and the companies' 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 communication.
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 press release. Neither KushCo nor Greenlane is under any duty to
update any of its forward-looking statements after the date of this report, nor
to conform prior statements to actual results or revised expectations, and
neither KushCo nor Greenlane intends to do so.
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Item 9.01.
(d) Exhibits.
Exhibit Title
Number
99.1 Press Release issued by KushCo Holdings, Inc. on August 26, 2021 announcing
the results of its special meeting of stockholders
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KUSHCO HOLDINGS, INC. 
