CORRESP Filing
Greenlane Holdings, Inc.
Date: April 17, 2025 · CIK: 0001743745 · Accession: 0001641172-25-005300
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286027
Referenced dates: April 3, 2025
Letter
Securities and Exchange Commission Division of Corporate Finance Registration Statement on Form S-1 Filed March 21, 2025 File No. 333-286027
Re: Greenlane Holdings, Inc.
Dear Ms. Wall and Mr. King:
Please find below our responses to the questions raised by the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") in its letter of comments dated April 3, 2025 (the " Comment Letter") relating to the registration statement on Form S-1, which was submitted to the Commission by Greenlane Holdings, Inc. (the " Company " or " we ") on March 21, 2025.
The Company's responses are numbered to correspond to the Staff's comments. For your convenience, each of the Staff's comments contained in the Comment Letter has been restated in bold .
We have also updated the Registration Statement on Form S-1 (" Registration Statement ") which is submitted to the Commission simultaneously together with this letter.
Registration Statement on Form S-1
General
1. We note that the shares of common stock registered for resale under this registration statement, if issued, would exceed the number of shares currently authorized for issuance. We further note that, pursuant to the proxy statement on Schedule 14A filed on March 7, 2025, you intend to hold a special meeting of stockholders on April 17, 2025 to enable you to amend the articles of incorporation to increase the authorized shares of Class A common stock from 600,000,000 shares to 1,800,000,000 shares.
● Please confirm to us that you will not request acceleration of the effective date of this registration statement until you have obtained stockholder approval such that you have sufficient authorized shares to conduct the offering.
● Additionally, please update your disclosure throughout the prospectus to discuss and reflect the special meeting and the increase of authorized shares, including, but not limited to, disclosure in the "Risk Factors" and "Description of Capital Stock" sections.
Response : As per our discussion, we advised you that we would not request acceleration of the effective date until we have received stockholder approval to have sufficient authorized shares to conduct the offering. We have now received shareholder approval and the amendment to increase the shares has now been made,. Please note that we filed an 8-K today disclosing such events. We have updated the S-1 to discuss and reflect the meeting and disclosed the amendment to the Certificate of Incorporation. See pages 52 (Risk Factors) and 61 (Description of Securities).
Because of the significant liquidated damages provisions it is very important for the Company to go effective on the S-1 as soon as possible. If you need anything at all, please let me know. Thank you for your cooperation.
Should you have any questions regarding the foregoing, please do not hesitate to contact me at 516-459-8161 with any questions or comments regarding this correspondence on the revised and updated Registration Statement.
Very
truly yours,
By:
/s/
Arthur Marcus
Show Raw Text
CORRESP
1
filename1.htm
April
17, 2025
Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street, NE
Washington,
D.C. 20549
Attn:
Ms. Alyssa Wall and Mr. Dietrich King
Re:
Greenlane Holdings, Inc.
Registration
Statement on Form S-1
Filed
March 21, 2025
File
No. 333-286027
Dear
Ms. Wall and Mr. King:
Please
find below our responses to the questions raised by the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") in its letter of comments dated April 3, 2025 (the " Comment Letter") relating
to the registration statement on Form S-1, which was submitted to the Commission by Greenlane Holdings, Inc. (the " Company "
or " we ") on March 21, 2025.
The
Company's responses are numbered to correspond to the Staff's comments. For your convenience, each of the Staff's comments
contained in the Comment Letter has been restated in bold .
We
have also updated the Registration Statement on Form S-1 (" Registration Statement ") which is submitted to the Commission
simultaneously together with this letter.
Registration
Statement on Form S-1
General
1.
We
note that the shares of common stock registered for resale under this registration statement, if issued, would exceed the number
of shares currently authorized for issuance. We further note that, pursuant to the proxy statement on Schedule 14A filed on March
7, 2025, you intend to hold a special meeting of stockholders on April 17, 2025 to enable you to amend the articles of incorporation
to increase the authorized shares of Class A common stock from 600,000,000 shares to 1,800,000,000 shares.
●
Please
confirm to us that you will not request acceleration of the effective date of this registration statement until you have obtained
stockholder approval such that you have sufficient authorized shares to conduct the offering.
●
Additionally,
please update your disclosure throughout the prospectus to discuss and reflect the special meeting and the increase of authorized
shares, including, but not limited to, disclosure in the "Risk Factors" and "Description of Capital Stock"
sections.
Response :
As per our discussion, we advised you that we would not request acceleration of the effective date until we have received
stockholder approval to have sufficient authorized shares to conduct the offering. We have now received shareholder approval and the
amendment to increase the shares has now been made,. Please note that we filed an 8-K today disclosing such events. We have updated
the S-1 to discuss and reflect the meeting and disclosed the amendment to the Certificate of Incorporation. See pages 52 (Risk
Factors) and 61 (Description of Securities).
Because of the significant liquidated damages provisions it is very important for the Company to go effective on the S-1 as soon as
possible. If you need anything at all, please let me know. Thank you for your cooperation.
Should
you have any questions regarding the foregoing, please do not hesitate to contact me at 516-459-8161 with any questions or comments regarding
this correspondence on the revised and updated Registration Statement.
Very
truly yours,
By:
/s/
Arthur Marcus
Name:
Arthur
Marcus, Esq.