Greenlane Holdings Inc. Announces $110 Million Private Placement to Launch Berachain Token Treasury Strategy

• The first and only Berachain (“BERA”) digital asset treasury backed by the Berachain Foundation
• This round of financing was led by institutional and crypto-native investors, including Polychain Capital, with participation from several prominent investors such as Blockchain.com, Kraken, North Rock Digital, CitizenX, and dao5.
• Berachain is a Layer 1 blockchain using Proof of Liquidity—a mechanism designed to accelerate on-chain business growth and capture value through the BERA token.
• After the transaction closes, Ben Isenberg will become Chief Investment Officer (CIO) and lead BeraStrategy, Berachain’s treasury strategy; Bruce Linton will join the board as Chairman, and Billy Levy will join the board as Director.

On October 20, 2025, Greenlane Holdings, Inc. (NASDAQ: GNLN) announced the pricing and signing of a public company PIPE (private investment in public equity) transaction (“the Transaction”). Polychain Capital led the investment, with participants including Blockchain.com, Kraken, North Rock Digital, CitizenX, dao5, and other top-tier investors.

The company plans to use the net proceeds from this Transaction to execute its digital asset treasury strategy and acquire BERA, the native token of the Berachain blockchain. BERA will be the company’s primary treasury reserve asset. BERA also serves as Berachain’s native token used for transaction fees; Berachain is the first Layer 1 chain powered by Proof of Liquidity, designed to support enterprise growth and foster on-chain economic activity.

Incoming BeraStrategy CIO Ben Isenberg stated: “I believe what sets BERA apart is its revenue source—unlike previous PoS chains like Ethereum and Solana, BERA’s yield comes from block rewards monetization. I see significant untapped potential in Berachain’s institutional growth. The team has built a highly recognizable brand among crypto-native communities, and we believe its exposure to traditional capital markets will drive further brand growth.”

Jonathan Ip, General Counsel of the Berachain Foundation, said: “We are excited to work with this talented and forward-looking team to develop their treasury strategy. BeraStrategy is an important step for Berachain to deepen engagement with capital markets and institutional investors. Their strong belief in our ecosystem, combined with experience in traditional finance, crypto markets, and retail communities, positions them to expand BERA’s influence and reach.”

Upon closing, the company’s management team will include executives with decades of experience across global capital markets and technology sectors, including incoming Chairman Bruce Linton and Director Billy Levy. Billy Levy is a serial entrepreneur and capital markets executive with a track record of building, scaling, and successfully exiting companies in multiple industries. He co-founded Virgin Gaming with Sir Richard Branson. Bruce Linton previously led Canopy Growth Corporation to a $15 billion market cap and brings extensive leadership experience in telecom and clean tech.

Bruce Linton commented: “We believe BERA is driving the next era of blockchain incentive models. As such, we see it as an extremely compelling opportunity in capital markets.”

Transaction Overview

This Transaction is a $110 million PIPE involving the purchase and sale of Greenlane Class A common stock and/or prepaid warrants for Class A common stock, priced at $3.84 per share and $3.83 per warrant. Investors contributing Locked or Unlocked BERA will be allocated and sold only prepaid warrants. The PIPE consists of approximately $50 million in cash or equivalents and approximately $60 million in BERA tokens. The Transaction is expected to close around October 23, 2025, pending customary closing conditions.

After closing, the company plans to use the net proceeds mainly to purchase BERA on the open market and through OTC transactions to build its BERA treasury operations, as well as for working capital and general corporate purposes.

Transaction and Follow-up Arrangements

The company’s common stock will continue trading on the Nasdaq Capital Market (NASDAQ: GNLN), and the updated treasury strategy will take effect immediately following the closing. The company will prioritize transparent and verifiable holdings, maintaining close engagement with the BERA ecosystem and community.

Greenlane will continue operating its distribution business. The company will provide regular updates on BERA acquisitions, treasury performance, and governance initiatives, with the goal of establishing the largest institutionally managed BERA holdings in the public market.

Advisors

Aegis Capital Corp. acted as the exclusive placement agent for this offering.

Kaufman & Canoles, P.C. served as legal counsel to Aegis Capital Corp. Sichenzia Ross Ference Carmel LLP advised the company. Paul Hastings LLP advised Polychain Capital LP.

About Berachain

Berachain (BERA) is the first blockchain powered by Proof of Liquidity, designed to help enterprises grow and create sustainable on-chain economies. Proof of Liquidity allows BERA to earn staking yields from the revenue or equity of profitable, income-generating companies built on its network. Berachain has raised $150 million from leading digital asset investors, including Brevan Howard, Framework Ventures, Polychain Capital, Samsung Next, Laser Digital by Nomura, Goldentree Asset Management, SBI VC Trade, and others.

About Polychain Capital LP

Founded by Olaf Carlson-Wee in 2016, Polychain Capital is a leading investor in cryptocurrency protocols and companies. As a highly crypto-native institution, Polychain takes a hands-on, engaged approach to investing, aiming to accelerate global crypto adoption.

About Greenlane Holdings, Inc.

Greenlane, founded in 2005, is a global premium platform specializing in the development and distribution of high-end smoking accessories, vaping devices, and lifestyle products. The company serves thousands of manufacturers, processors, specialty retailers, smoke shops, convenience stores, and retail consumers. Greenlane operates through a strong family of brands, a third-party brand accelerator, and an omnichannel distribution platform.

Greenlane owns a diversified portfolio of brands and holds exclusive licenses for Marley Natural and K.Haring products. The company also offers select third-party products via direct sales channels and its owned and operated e-commerce platforms, including Vapor.com, PuffItUp.com, HigherStandards.com, Wholesale.Greenlane.com, and MarleyNaturalShop.com.

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