Greenlane Holdings Inc-A美股招股说明书（2026-01-07版）

Up to $5,355,687 Class A Common Stock We have entered into a Sales Agreement (the “sales agreement”) with Yorkville Securities, LLC (the “Agent”) relating to shares of ourClass A common stock, par value $0.01 per share (“Common Stock”), offered by this prospectus supplement (“ProspectusSupplement”) and the accompanying prospectus (the “Base Prospectus”). In accordance with the terms of the sales agreement, from Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “GNLN.” On January 5, 2026, the lastreported sale price of our Common Stock was $1.66 per share. Sales of our Common Stock, if any, under this Prospectus Supplement and the accompanying Base Prospectus will be made in salesdeemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”). Subject to terms of the sales agreement, the Agent is not required to sell any specific number or dollar amount ofsecurities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices to The compensation to the Agent for sales of our Common Stock sold pursuant to the sales agreement will be 3.0% of the gross proceedsof any shares of Common Stock sold under the sales agreement. See “Plan of Distribution” beginning on page S-25 for additionalinformation regarding the Agent’s compensation. In connection with the sale of our Common Stock on our behalf, the Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to the Agent will be deemed to be As of the date of this prospectus supplement, the aggregate market value of our outstanding Common Stock held by non-affiliates, orour public float, was approximately $16,067,061 based on 4,739,546 outstanding shares of common stock held by non-affiliates and aper share price of $3.39, the closing price of our common stock on November 24, 2025 which is the highest closing sale price of ourcommon stock within the prior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stockin a public primary offering with a value exceeding more than one-third our public float in any 12-calendar month period. We are thus Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the section titled “Risk Factors” on page S-9 of this Prospectus Supplement, and under similar headings in the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this Prospectus Supplement and the accompanying Base Prospectus are truthful or complete. Any Yorkville Securities The date of this prospectus supplement is January 7, 2026 ABOUT THIS PROSPECTUS SUPPLEMENT This Prospectus Supplement and the accompanying Base Prospectus are part of a registration statement on Form S-3 (File No. 333-290085), as amended, that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process,which was declared effective by the SEC on September 12, 2025. Under the shelf registration process, we may offer shares of ourCommon Stock from time to time at prices and on terms to be determined by market conditions at the time of offering, and,specifically, up to $5,355,687. This Prospectus Supplement and the documents incorporated herein by reference include importantinformation about us, the shares of Common Stock being offered and other information you should know before investing in ourCommon Stock. This Prospectus Supplement describes the specific terms of the Common Stock we are offering and also adds to, andupdates information contained in, the accompanying Base Prospectus and the documents incorporated by reference into thisProspectus Supplement. To the extent there is a conflict between the information contained in this Prospectus Supplement, on the one You should rely only on the information contained in this Prospectus Supplement, the accompanying Base Prospectus and theinformation incorporated or deemed to be incorporated by reference in this Prospectus Supplement and in any free writing prospectusthat we may authorize for use in connection with this offering. We and the Agent have not authorized anyone to provide you withinformation that is in addition to or different from that contained or incorporated by reference in this Prospectus Supplement. If anyoneprovides you with different or inconsistent information, you should not rely on it. We and the Agent are not offering to sell thesesecurities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or You should read this Prospectus Supplement, the documents incorporated by reference into this Prospectus Supplement and in any freewriting prospectus that we may authorize for