Item 7.01. Regulation FD Disclosure.
On March 31, 2021, KushCo Holdings, Inc. (the "Company" or "KushCo") and
Greenlane Holdings, Inc. ("Greenlane"), issued a joint press release announcing
their entry into a definitive merger agreement (the "Merger Agreement"). A copy
of the press release is furnished as Exhibit 99.1 hereto and is incorporated by
reference herein. A copy of the Merger Agreement and a description of the terms
thereof will be set forth in a subsequent filing by the Company on a Current
Report on Form 8-K.
Furnished as Exhibit 99.2 hereto and incorporated by reference into this Item
7.01 is an investor presentation dated March 31, 2021 that will be used by the
Company in connection with the transactions contemplated by the Merger Agreement
(together, the "Transaction").
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of the Company under the Securities
Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless
of any general incorporation language in such filings. This Current Report will
not be deemed an admission as to the materiality of any information of the
information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Important Information for Investors and Stockholders
In connection with the proposed Transaction, Greenlane expects to file with the
Securities and Exchange Commission ("SEC") a registration statement on Form S-4
that will include 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 when it becomes available. Greenlane and KushCo also plan to file
other relevant documents with the SEC regarding the proposed Transaction.
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 Transaction between
Greenlane and KushCo. This Current Report on Form 8-K is not a proxy statement
or solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the potential Transaction. Greenlane, KushCo and
their respective directors and executive officers may be considered participants
in the solicitation of proxies in connection with the proposed Transaction.
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. 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. 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 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 communication 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.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description of Exhibit
99.1 Joint Press Release of KushCo Holdings, Inc. and Greenlane Holdings, Inc.
dated March 31, 2021
99.2 Investor Presentation dated March 31, 2021
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