Mailstop 3561
October 22,
2018
Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
6501 Park of Commerce Boulevard, Suite 200
Boca Raton, Florida 33487
Re: Greenlane Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 5, 2018
CIK No. 0001743745
Dear Mr. LoCascio:
We have reviewed your amended draft registration statement and have
the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Unaudited Pro Forma Consolidated Financial Information, page 71
1. We note your response to comment 7. Your response states that this
adjustment is for
stock options you expect to grant to independent directors to be
added to your Board of
Directors. However, the description of the adjustment on page 77
states that it is for
options to be granted to directors, executive officers and other
employees. Please clarify
in your filing whether these stock options will be granted to
independent directors or
other directors, officers and employees. Assuming the options are
granted to independent
directors, please also explain to us the connection of consummation
of the offering to the
appointment of independent directors to the board and the reason
that one is dependent
upon the other. In view of this adjustment, explain how the
"additional expenses"
mentioned in the 2nd paragraph on page 71 excludes expenses due to
options granted to
independent directors.
Aaron LoCascio
Greenlane Holdings, Inc.
October 22, 2018
Page 2
Director Compensation, page 134
2. We note your disclosure that each non-employee director will receive a
one-time award
of stock options to purchase approximately $70,000 (determined using the
Black-Scholes
method) of your Class A common stock. Please clarify what will be
"determined using
the Black-Scholes method." In this regard, your disclosure discloses a
dollar amount of
Class A common stock that will be issued but it is unclear on how it is
determined using
Black-Scholes. Please explain or clarify the disclosure.
Underwriting, page 154
3. We note your revised disclosure on page 156 that the "directed share
program [is]
described below." However, we cannot find your description of such
program in your
disclosure. Please revise.
Consolidated Financial Statements
Note 3. Revenue Recognition, page F-35
4. We note your responses to comments 21 and 22. Please tell us if the
revenue and cost of
sales related to the shipments in transit at 1/1/17 were recognized in
revenue and cost of
sales upon delivery in 2017 or whether only revenue related to shipments
in 2017 was
recorded. If only revenue related to shipments in 2017 was recorded,
please explain how
the revenue and costs related to shipments in transit at 1/1/17 were
reflected in the
general ledger accounts. If revenue and cost of sales related to
shipments in transit at
1/1/17 were recorded in 2017, please explain to us why you appear to
have made an
adjustment to add this revenue and these costs to the as reported
numbers in the pro
forma presentation to show the balances without the adoption of Topic
606 on page F-37.
Please further quantify for us what the cumulative effect adjustment
related to these
goods in transit would have been if recorded upon adoption. Please
explain to us in
greater detail how you concluded that the effect of such transactions
was not material to
warrant a cumulative effect adjustment upon adoption of ASC 606.
Aaron LoCascio
Greenlane Holdings, Inc.
October 22, 2018
Page 3
You may contact Lisa Sellars, Staff Accountant, at (202)551-3348 or
James Allegretto,
Senior Assistant Chief Accountant, at (202)551-3849 if you have questions
regarding comments
on the financial statements and related matters. Please contact Danilo
Castelli, Staff Attorney, at
(202)551-6521, Jennifer L pez-Molina, Staff Attorney, at (202)551-3792 or me at
(202)551-
3720 with any other questions.
Sincerely,
/s/ Jennifer L pez
for
Mara L. Ransom
Assistant Director
Office of Consumer
Products
cc: Eric M. Hellige
Jennifer N. Wang