Greenlane Holdings Inc Announces $110 Million Private Placement to Initiate Berachain Cryptocurrency Treasury Strategy; Expected to Become One of the Largest Publicly Traded BERA Holders

BOCA RATON, FL - October 20, 2025 Greenlane Holdings, Inc. ("Greenlane" or the "Company") (Nasdaq: GNLN) today announced the pricing and signing of a private investment in public equity ("PIPE") transaction ("the Transaction"). The Transaction is being led by Polychain Capital with participation from a high-quality group of investors including Blockchain.com, Kraken, North Rock Digital, CitizenX, dao5 and more.

The Company intends to use the net proceeds of the Transaction to implement a digital asset treasury strategy, and acquire BERA, the native cryptocurrency of the Berachain blockchain. BERA will serve as the Company's primary treasury reserve asset. BERA is the fee token of Berachain, the first Layer 1 blockchain powered by Proof of Liquidity to help businesses scale and power on-chain economies.

"I believe BERA's key differentiation is its yield source - in contrast to historic PoS chains like Ethereum and Solana, BERA's yield is fueled by the monetization of its block rewards. I think there's untapped potential in Berachain's institutional growth as a whole. The team has built, what I believe to be, one of the most recognizable brands amongst crypto natives to-date, which we believe can grow with exposure in traditional capital markets" said Ben Isenberg, incoming Chief Investment Officer, BeraStrategy.

"We're excited to work with this talented and forward-thinking team on the development of its Treasury Strategy," said Jonathan Ip, General Counsel, Berachain Foundation. "BeraStrategy represents a key step in Berachain's broader engagement with capital markets and institutional participants. The team's deep conviction in our ecosystem, combined with their experience across traditional finance, crypto markets, and retail communities, positions them perfectly to expand BERA's reach and impact."

Following closing, the Company's management team is expected to add decades of experience across global capital markets and technology businesses, including from incoming director and Chairman Bruce Linton and incoming director Billy Levy . Billy Levy is a serial entrepreneur and capital markets executive with a history of building, scaling, and exiting companies across multiple industries, including co-founding Virgin Gaming in collaboration with Sir Richard Branson. Bruce Linton previously led Canopy Growth Corporation to a $15B market capitalization and has extensive experience in leading companies across communications and cleantech.

"We firmly believe that BERA is ushering in the next age of blockchain incentive structures. As a result, we believe it provides a compelling opportunity in the capital markets," said Bruce Linton.

Transaction Overview

The Transaction consists of a $110 Million PIPE transaction for the purchase and sale of Greenlane's Class A common stock, and/or pre-funded warrants to purchase shares of Class A common stock, at a purchase price of $3.84 per share and $3.83 per pre-funded warrant. Investors that intend to fund their purchase amount with locked and/or unlocked BERA in the offering will only be issued and sold pre-funded warrants. The PIPE is composed of approximately $50M of cash or cash equivalents, and approximately $60M of BERA tokens. The Transaction is expected to close on or about October 23, 2025, subject to the satisfaction of customary closing conditions.

Upon closing, the Company intends to use the net proceeds from the offering primarily to fund the acquisition of BERA through open market purchases and over-the-counter transactions for the establishment of the Company's BERA treasury operations, as well as for working capital and general corporate purposes.

Trading & Next Steps

The Company's common stock will continue to trade on the Nasdaq Capital Market (Nasdaq: GNLN) with the updated treasury strategy effective immediately following the closing of the Transaction. The Company will emphasize transparency and verification of holdings and strong engagement with the BERA ecosystem and community.

Greenlane will continue operating its distribution business. The company expects to provide regular updates, including on its BERA acquisitions, treasury performance and governance measures, as it looks to build the largest institutionally-managed BERA position in the public markets.

Advisors

Aegis Capital Corp., served as exclusive placement agent for the offering.

Kaufman & Canoles, P.C. is acting as counsel to Aegis Capital Corp. Sichenzia Ross Ference Carmel LLP is acting as counsel to the Company. Paul Hastings LLP is acting as counsel to Polychain Capital LP.

About Berachain

Berachain (BERA) is the first blockchain powered by Proof of Liquidity, designed to help businesses scale and provide sustainable on-chain economies. Proof of Liquidity provides BERA with a staking yield derived from the revenues or ownership of profitable, revenue-generating companies building on the network. Berachain has raised $150M 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 more.

About Polychain Capital LP

Polychain Capital, founded in 2016 by Olaf Carlson-Wee, is a premier investor in cryptocurrency protocols and companies. The highly crypto-native firm utilizes a hands-on, participatory approach towards investments with the goal to accelerate the global adoption of crypto.

About Greenlane Holdings, Inc.

Founded in 2005, Greenlane is a premier global platform for the development and distribution of premium smoking accessories, vape devices, and lifestyle products to thousands of producers, processors, specialty retailers, smoke shops, convenience stores, and retail consumers. We operate as a powerful family of brands, third-party brand accelerator, and an omnichannel distribution platform.

We proudly offer our own diverse brand portfolio and our exclusively licensed Marley Natural and K.Haring branded products. We also offer a carefully curated set of third-party products through our direct sales channels and our proprietary, owned and operated e-commerce platforms which include Vapor.com, PuffItUp.com, HigherStandards.com, Wholesale.Greenlane.com and MarleyNaturalShop.com.

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