Greenlane Holdings (GNLN) risk factors, FY2025 10-K

Risks Related to Our Digital Asset Trading Strategy and Cryptocurrencies

1. 01We have recently adopted a digital asset treasury strategy with a focus on BERA, and we may be unable to successfully implement this new strategyNew
2. 02Our shift towards a BERA -focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risksNew
3. 03A disruption of the internet may affect the operation of blockchain networks, which may adversely affect the digital asset industry and an investment in usNew
4. 04Blockchain technologies are based on theoretical conjectures as to the impossibility of solving certain cryptographical puzzles quickly. These premises may be incorrect or may become incorrect due to technological advancesNew
5. 05Technical shortcomings or defects in the BERA network, including changes to its validator structure, governance model, or core software, could diminish the utility and value of BERA and harm our businessNew
6. 06If validators exit the BERA network, it could increase the likelihood of a malicious actor obtaining controlNew
7. 07Berachain may not be able to compete with other blockchain networks. If Berachain is not able to compete successfully, the value of BERA would be significantly affectedNew
8. 08The economic design underlying PoL may be flawed, may fail to gain adoption, or may be exploited. Any such events could undermine the growth and development of the Berachain networkNew
9. 09We and other users may suffer losses due to staking or validator slashing, which could make Berachain less attractiveNew
10. 10We face risks relating to the potential compromise of Berachain’s and other blockchains’ network security by emerging technologies, including artificial intelligence and quantum computing, which may materially and adversely impact our operations and financial conditionNew
11. 11BERA is created and transmitted through the operations of the Berachain network, a decentralized network of computers running software following the Berachain protocol. If the Berachain network is disrupted or encounters any unanticipated difficulties, the value of BERA could be negatively impactedNew
12. 12We face risks relating to the custody of our BERA or other digital assets, including the loss or destruction of private keys required to access our BERA or other digital assets and cyberattacks or other data loss relating to our BERA or other digital assetsNew
13. 13We intend to deploy our BERA into DeFi applications, which are subject to a variety of risks and vulnerabilitiesNew
14. 14If we lose key personnel, including our Chief Investment Officer and Strategic Advisors, or if we fail to recruit additional highly skilled personnel, our ability to operate and manage our digital asset treasury strategy will be impairedNew
15. 15If we are unable to raise additional capital on acceptable terms, our ability to implement and sustain our Treasury Policy may be compromisedNew
16. 16Our BERA holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalentsNew
17. 17We may be subject to regulatory developments related to digital assets and digital asset markets, which could adversely affect our business, financial condition, and results of operationsNew
18. 18Regulatory change reclassifying BERA as a security could lead to our falling within the definition of “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and could adversely affect the market price of BERA and the market price of our Common StockNew
19. 19We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisersNew
20. 20Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdownsNew
21. 21Litigation, regulatory enforcement actions, or legal proceedings against key participants in the Berachain ecosystem could materially harm network activity, token demand, and the value of an investment in our Common StockNew
22. 22Berachain provides base layer infrastructure that can be used for multiple types of applications, including applications that may be unregulated or face significant regulatory risksNew
23. 23Additional sales, distributions, or issuances of BERA could cause the price of BERA to decline significantlyNew
24. 24Our BERA holdings may amplify market volatilityNew
25. 25Digital asset trading platforms on which BERA trades are relatively new and largely unregulated or may not be complying with existing regulationsNew
26. 26Digital assets represent a new and rapidly evolving industry, and the value of our Common Stock may depend, in large part, on the acceptance of Berachain and applications built on the Berachain protocolNew
27. 27Berachain is a relatively new technological innovation with a limited operating historyNew
28. 28We face other risks related to our BERA treasury reserve business modelNew
29. 29Blockchain technology may expose us to sanctioned or blocked persons or may result in unintentional or inadvertent violations of economic sanctions and anti-money laundering laws and regulationsNew
30. 30BERA held by us are not subject to FDIC or SIPC protectionsNew

Risks Related to Our Use of Derivatives on BERA

1. 31We plan to engage in derivatives transactions, including call options and put options on BERA, and such transactions may expose us to material risks that could adversely impact our business, operating results and financial conditionNew
2. 32We face market, liquidity, and concentration risksNew
3. 33We face custody, security, and operational risksNew
4. 34We face legal, regulatory, and sanctions risksNew
5. 35We face financial reporting and valuation risksNew
6. 36We face counterparty, stablecoin, and protocol risksNew
7. 37We face governance, controls, and key-person risksNew
8. 38We face related-party and conflicts risksNew
9. 39The classification of U.S. dollar-pegged stablecoins as cash equivalents involves judgment and may be subject to challengeNew
10. 40We Face Stablecoin Liquidity and DeFi Deployment RiskNew

Risks Related to Our Business and Industry

1. 41Global economic conditions, including global conflicts, inflation and supply chain disruptions, could materially and adversely our business, prospects, results of operations, financial condition, or cash flows65% rewritten
2. 42The Company has incurred net losses of $85.6 million and $17.7 million for the years ended December 31, 2025 and 2024, and the Company used $16.3 million and $6.8 million in operating activities, respectivelyNew
3. 43If we are required to seek additional financing sources, they may not be available to us on attractive terms if at all and could restrict our ability to engage in certain business activities
4. 44Our financial results and the market price of our Common Stock may be affected by the prices of BERANew
5. 45Our Common Stock may trade at a substantial premium or discount to the value of the BERA tokens we hold, and our stock price may be more volatile than the price of BERANew
6. 46Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of BERA tokensNew
7. 47The trading prices of many digital assets, including BERA, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including further declines in the trading prices of BERA, could have a material adverse effect on the value of the Common StockNew
8. 48If we fail to manage our business and growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately
9. 49Management and employee turnover creates uncertainties and could harm our business
10. 50The market for vaporizer products and related items is a niche market, subject to a great deal of uncertainty and is still evolving
11. 51We depend on third-party suppliers for our products and may experience supply shortages which could have a material adverse effect on our business93% rewritten
12. 52We may be unable to identify or contract with new suppliers in the event of a disruption to our supply
13. 53Demand for the products we distribute could decrease if the trend of our suppliers selling products directly to consumers or retailers continues or accelerates
14. 54We are vulnerable to third-party transportation risks, including governmental laws and common carriers’ policies that prevent the shipment of the types of products we sell
15. 55If we fail to maintain proper inventory levels, our business could be harmed
16. 56Our success is dependent in part upon our ability to distribute popular products from new suppliers, as well as the ability of our existing suppliers to develop and market products that meet changes in market demand or regulatory requirements
17. 57Changes in our customer, product or competition mix could cause our product margin and results of operations to fluctuate
18. 58Because a material portion of our revenues are derived from sales to consumers indirectly through third-party retailers who operate traditional brick-and-mortar locations, the shift of sales to more online retail business could harm our market share and our revenues in certain sectors
19. 59We have experienced and may continue to experience difficulty collecting receivables
20. 60Our ability to distribute certain licensed brands and to use or license certain trademarks may be terminated or not renewed
21. 61We may not be successful in maintaining the consumer brand recognition and loyalty of our products
22. 62We may not be able to establish sustainable relationships with large retailers or regional or national chains
23. 63New products face intense media attention and public pressure
24. 64Our success depends, in part, on the quality and safety of our products, as well as the perception of quality and safety in the vaporization products and consumption accessories industry generally
25. 65Damage to our reputation, or that of any of our key suppliers or their brands, could affect our business performance
26. 66We are subject to substantial and increasing regulation regarding the vaporization industry
27. 67Significant increases in state and local regulation of our vaporizer products have been proposed and enacted, and are likely to continue to be proposed and enacted in numerous jurisdictions
28. 68Our business depends partly on continued purchases by businesses and individuals selling or using cannabis pursuant to state laws in the United States or Canadian and provincial laws
29. 69We are subject to legislative uncertainty that could slow or halt the legalization and use of cannabis, which could materially and adversely affect our business
30. 70While we believe that our business and sales do not violate the Federal Paraphernalia Law, legal proceedings alleging violations of such law or changes in such law or interpretations thereof could materially and adversely affect our business, financial condition or results of operations
31. 71Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends could materially and adversely affect our business, financial conditions or results of operations
32. 72We and our customers may have difficulty accessing the service of banks, which may make it difficult for us and for them to sell our products
33. 73Our payments system and the payment systems of our customers depend on third-party providers and are subject to evolving laws and regulations
34. 74We are subject to certain U.S. federal regulations relating to cash reporting
35. 75If countries, states, and provinces continue the trend of imposing, expanding, and increasing taxes on vaporizer products, it could materially and adversely affect our business
36. 76We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our B2C customers would have to pay for our product offering, which could materially and adversely affect our operating results
37. 77We may become involved in regulatory or agency proceedings, investigations, prosecutions, and audits
38. 78We are subject to increasing international control and regulation
39. 79Changes in our credit profile may affect our relationship with our suppliers, which could have a material adverse effect on our liquidity
40. 80We face intense competition and may fail to compete effectively
41. 81We experience variability in our net sales and net income on a quarterly basis as a result of many factors
42. 82Product defects could increase our expenses, damage our reputation or expose us to liability
43. 83Contamination of, or damage to, our products could adversely impact sales volume, market share and profitability
44. 84We may not have adequate insurance for potential liabilities, including liabilities arising from litigation
45. 85Due to our position in the supply chain of vaporization products and consumption accessories, we are subject to personal injury, product liability and environmental claims involving allegedly defective products
46. 86We may become subject to significant product liability litigation
47. 87The scientific community has not yet extensively studied the long-term health effects of the use of vaporizers, electronic cigarettes or e-liquids products
48. 88Reliance on information technology means a significant disruption could affect our communications and operations
49. 89Internet security poses a risk to our e-commerce sales
50. 90Security and privacy breaches may expose us to liability and cause us to lose customers
51. 91If the methodologies of internet search engines are modified, traffic to our websites and corresponding consumer origination volumes could decline
52. 92We are a holding company and depend upon our subsidiaries for our cash flow
53. 93The ability of our subsidiaries to make any payments to us will depend on their earnings and cash flow, the terms of their current and future indebtedness, tax considerations and legal and contractual restrictions on their ability to make distributions
54. 94Our intellectual property may be infringed and we may be unable to secure or maintain all the intellectual property required to sell all of our offerings
55. 95We are subject to the risks of exchange rate fluctuations
56. 96Certain of our executive officers are engaged in other activities and have interests in other entities on their own behalf or on behalf of other persons. Neither we, nor our stockholders will have any rights in these ventures or their income or profitsNew
57. 97We are required to comply with laws and regulations in other countries and are exposed to business risks associated with our international operations
58. 98New tariffs and the evolving trade policy dispute between the United States, China and other nations may adversely affect our business45% rewritten
59. 99Our failure to comply with certain environmental, health and safety regulations could materially and adversely affect our business
60. 100We are transitioning our business and have engaged, and may continue in engage in, dispositions via sales of our assets or other exit activities and other strategic initiatives and we may face risks related to such transactions
61. 101Our operations are subject to natural disasters, adverse weather conditions, operating hazards, environmental incidents and labor disputes
62. 102We are subject to risks associated with public health crises, such as pandemics and epidemics, which may have a material adverse effect on our business. The nature and extent of future impacts are highly uncertain and unpredictable

Risks Related to Our Organizational Structure

1. 103Our principal asset is our interest in the Operating Company, and, accordingly, we depend on distributions from the Operating Company to pay our taxes and expenses. The Operating Company’s ability to make such distributions may be subject to various limitations and restrictions
2. 104The Tax Receivable Agreement (the “TRA”) may require us to make cash payments to the members of the Operating Company in respect of certain tax benefits to which we may become entitled
3. 105Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our operating results49% rewritten

Risks Related to Ownership of Our Class A Common Stock

1. 106Our failure to meet the continued listing requirements of the Nasdaq Capital Market could result in a delisting of our Class A common stockNew
2. 107There are risks related to Nasdaq’s proposed rule regarding minimum market value of listed securitiesNew
3. 108Your percentage ownership will be diluted in the future
4. 109Future securities issuances could result in significant dilution to our stockholders and impair the market price of our common stock63% rewritten
5. 110Substantial sales and issuances of our Class A common stock have and may continue to occur, or may be anticipated, which have and could continue to cause our stock price to decline
6. 111We have not paid dividends in the past and have no current plans to pay dividends in the future, and any return on investment may be limited to the value of our common stock
7. 112If securities analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
8. 113We have a large number of authorized but unissued shares of stock, which could negatively impact a potential investor if they purchase our Class A common stock53% rewritten
9. 114Anti-takeover provisions in our certificate of incorporation and amended and restated bylaws and Delaware law could discourage a takeover
10. 115We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the market price of our Class A common stock
11. 116We are a “smaller reporting company” under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies will make our Class A common stock less attractive to investors