Greenlane Holdings, Inc.
Extract: Charter Amendment (Plain English Desc) from a 8-K on 08/04/2022   Download
SEC Document
SEC Filing
On August 4, 2022, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which will effect a one-for-20 Reverse Split (as defined below) of Greenlane’s issued and outstanding Class A common stock and Class B common stock, par value $0.0001 per share (the “Class B common stock” and together with the Class A common stock, the “Common Stock”) which will become effective at 5:01 PM Eastern Time on August 9, 2022, after the close of trading on The Nasdaq Global Market (“Nasdaq”).

As a result of the Reverse Split, every 20 shares of Common Stock issued and outstanding will be converted into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock will instead receive a cash payment equal to such fraction multiplied by the average of the closing sales prices of the Class A common stock on the Nasdaq for the five consecutive trading days immediately preceding the effective date.

The Reverse Split will not change the par value of the Common Stock or the authorized number of shares of Common Stock. The Reverse Split will affect all shareholders uniformly and will not alter any stockholder’s percentage interest in Greenlane’s equity (other than as a result of the payment of cash in lieu of fractional shares). All outstanding options, restricted stock awards, warrants and other securities entitling their holders to purchase or otherwise receive shares of Common Stock will be adjusted as a result of the Reverse Split, as required by the terms of each security. The number of shares available to be awarded under the Amended Plan, which was approved by stockholders at the Annual Meeting as described above, will also be appropriately adjusted.

The Class A common stock will begin trading on the Nasdaq on a post-reverse split basis when the market opens on August 10, 2022. The new CUSIP number for the Class A common stock will be 395330202.