Item 8.01. Other Events.
On July 2, 2021, KushCo Holdings, Inc. ("KushCo" or the "Company") filed a
definitive joint proxy statement with the Securities and Exchange Commission
related to a special meeting of the Company's stockholders to be held for the
purpose of voting on the previously announced proposed merger of the Company and
Greenlane Holdings, Inc. ("Greenlane").
On August 13, 2021, a complaint was filed in the United States District Court
for the Southern District of New York captioned Cliff Hartfield v. KushCo
Holdings, Inc., Nicholas Kovacevich, Eric Baum, Barbara Goodstein, Donald H.
Hunter, Dallas Imbimbo, and Pete Kadens, Case No. 1:21-cv-06818 (the "Action").
The Action names as defendants the Company and each of the members of the
Company's board of directors. The Action alleges, among other things, that all
defendants violated provisions of the Securities Exchange Act of 1934, as
amended, insofar as the definitive joint proxy statement/prospectus filed by the
Company allegedly omits and/or misrepresents material information concerning the
(i) Company's and Greenlane's financial projections, (ii) the financial analyses
performed by the Company's financial advisor, Jefferies LLC, in connection with
its fairness opinion, and (iii) potential conflicts of interest involving
Jefferies that purportedly render the Company's shareholders unable to cast a
fully informed vote. The complaint seeks, among other things, injunctive relief,
dissemination of an amendment to the definitive joint proxy
statement/prospectus, direction to defendants to account to plaintiff for all
damages, an award of plaintiffs' costs and fees and a trial by jury. The
defendants believe the claims asserted in the Action are without merit and
intend to vigorously defend them.
Cautionary Statement Regarding Forward-Looking Statements
This report includes forward-looking statements. These forward-looking
statements generally can be identified by phrases such as "will," "expects,"
"anticipates," "foresees," "forecasts," "estimates" or other words or phrases of
similar import. These statements are based on current expectations, estimates
and projections about the industry, markets in which KushCo operates,
management's beliefs, assumptions made by management and the transactions
described in this report. While KushCo's management believes the assumptions
underlying the forward-looking statements and information are reasonable, such
information is necessarily subject to uncertainties and may involve certain
risks, many of which are difficult to predict and are beyond management's
control. These risks include, but are not limited to: (1) the occurrence of any
event, change or other circumstances that could give rise to the termination of
the Merger Agreement; (2) the outcome of any legal proceedings that may be
instituted against the parties and others following announcement of the Merger
Agreement; (3) the inability to consummate the merger due to the failure to
obtain the requisite stockholder approvals or the failure to satisfy other
conditions to completion of the merger; (4) risks that the proposed merger
disrupts current plans and operations of KushCo and/or Greenlane; (5) the
ability to recognize the anticipated benefits of the merger; and (6) the amount
of the costs, fees, expenses and charges related to the merger; and the other
risks and important factors contained and identified in KushCo's and Greenlane's
filings with the SEC, such as their respective most recent Annual Reports on
Form 10-K, any of which could cause actual results to differ materially from the
forward-looking statements in this communication.
There can be no assurance that the merger will in fact be consummated on the
expected timeline or at all. We caution investors not to unduly rely on any
forward-looking statements. The forward-looking statements speak only as of the
date of this press release. Neither KushCo nor Greenlane is under any duty to
update any of its forward-looking statements after the date of this report, nor
to conform prior statements to actual results or revised expectations, and
neither KushCo nor Greenlane intends to do so.
Important Information for Investors and Stockholders
In connection with the proposed merger, Greenlane has filed with the SEC a
registration statement on Form S-4 (File No. 333-256582) (as amended, the
"Registration Statement") that was declared effective by the SEC on July 2,
2021. The Registration Statement includes a joint proxy statement of Greenlane
and KushCo that also constitutes a prospectus of Greenlane. The definitive joint
proxy statement was mailed to KushCo stockholders on or about July 6, 2021.
Greenlane and KushCo also plan to file other relevant documents with the SEC
regarding the proposed merger. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER, 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 KushCo and Greenlane 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.kushco.com and www.gnln.com.
Participants in Solicitation
This Current Report on Form 8-K relates to the proposed merger between KushCo
and Greenlane. 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 merger. KushCo, Greenlane, and their respective
directors and executive officers may be considered participants in the
solicitation of proxies in connection with the proposed merger. 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. 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. These documents
can be obtained free of charge from the sources indicated above.
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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.
Item 9.01.
(d) Exhibits.
Exhibit Title
Number
99.1 Complaint filed by Cliff Hartfield on August 13, 2021 in the
United States District Court for the Southern District of New York
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