KSHB / KushCo Holdings Inc - Depositi SEC, Relazione annuale, dichiarazione di delega

KushCo Holdings Inc
US ˙ OTC ˙ US50133S1033
QUESTO SIMBOLO NON E' PIU' ATTIVO

Statistiche di base
CIK 1604627
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to KushCo Holdings Inc
SEC Filings (Chronological Order)
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August 31, 2021 S-8 POS

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

August 31, 2021 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fil

August 31, 2021 S-8 POS

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

August 31, 2021 S-8 POS

As filed with the Securities and Exchange Commission on August 31, 2021

S-8 POS 1 tm2126660d1s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 31, 2021 Registration No. 333-252952 Registration No. 333-231020 Registration No. 333-229023 Registration No. 333-209439 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-252952) POST-EFFECTIVE AMENDME

August 31, 2021 POS AM

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

August 31, 2021 POS AM

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

August 31, 2021 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55418 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in i

August 31, 2021 POS AM

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

August 31, 2021 POS AM

As filed with the Securities and Exchange Commission on August 31, 2021

POS AM 1 tm2126657d3posam.htm POS AM As filed with the Securities and Exchange Commission on August 31, 2021 Registration No. 333-229264 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT (NO. 333-229264) UNDER THE SECURITIES ACT OF 1933 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter

August 31, 2021 S-8 POS

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 Registration No.

August 27, 2021 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fil

August 27, 2021 EX-99.1

KushCo Holdings Receives Stockholder Approval to Merge with Greenlane Holdings More Than 97% of Votes Cast Voted “FOR” Approval of the Proposed Merger

Exhibit 99.1 KushCo Holdings Receives Stockholder Approval to Merge with Greenlane Holdings More Than 97% of Votes Cast Voted ?FOR? Approval of the Proposed Merger CYPRESS, Calif., ? August 26, 2021 ? KushCo Holdings, Inc. (OTCQX: KSHB) ("KushCo" or the "Company"), a premier provider of ancillary products and services to the legal cannabis and CBD industries, today announced that its stockholders

August 18, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

August 18, 2021 EX-99.1

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

Exhibit 99.1 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK CLIFF HARTFIELD, Plaintiff, v. KUSHCO HOLDINGS, INC., NICHOLAS KOVACEVICH, ERIC BAUM, BARBARA GOODSTEIN, DONALD H. HUNTER, DALLAS IMBIMBO, AND PETER KADENS, Defendants. Civil Action No. COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS JURY TRIAL DEMANDED Plaintiff Cliff Hartfield (?Plaintiff?) by and thro

August 18, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 GREENLANE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 GREENLANE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38875 83-0806637 (State or other jurisdiction of incorporation) (Commissio

August 17, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fil

August 17, 2021 EX-99.1

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

Exhibit 99.1 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK CLIFF HARTFIELD, Plaintiff, v. KUSHCO HOLDINGS, INC., NICHOLAS KOVACEVICH, ERIC BAUM, BARBARA GOODSTEIN, DONALD H. HUNTER, DALLAS IMBIMBO, AND PETER KADENS, Defendants. Civil Action No. COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS JURY TRIAL DEMANDED Plaintiff Cliff Hartfield (?Plaintiff?) by and thro

July 30, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2021 GREENLANE HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2021 GREENLANE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38875 83-0806637 (State or other jurisdiction of incorporation) (Commission

July 30, 2021 EX-99.4

INFORMATION ABOUT KUSHCO

Exhibit 99.4 INFORMATION ABOUT KUSHCO Description of the Business KushCo Holdings, Inc. KushCo Holdings, Inc. (?KushCo?) (formerly known as Kush Bottles, Inc.) specialize in marketing and selling a wide variety of ancillary products and services to customers operating in the regulated medical and recreational cannabis and CBD industries. KushCo?s products primarily consist of bottles, jars, bags,

July 30, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

July 30, 2021 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On March 30, 2021, the board of directors (the ?Greenlane Board?) of Greenlane Holdings, Inc. (?Greenlane?), upon the recommendation of the special committee of the Greenlane Board formed to review a potential transaction with KushCo (the ?Greenlane Special Committee?), and the board of directors of KushCo Holdi

July 30, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

July 30, 2021 EX-99.1

COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS

Exhibit 99.1 Daniel Sadeh, Esq. HALPER SADEH LLP 667 Madison Avenue, 5th Floor New York, NY 10065 Telephone: (212) 763-0060 Facsimile: (646) 776-2600 Email: [email protected] Counsel for Plaintiff UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK Case No: JURY TRIAL DEMANDED COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Plaintiff Hugh Meighan (?Plaintiff?), by Plaintiff?s und

July 30, 2021 EX-99.1

COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS

Exhibit 99.1 Daniel Sadeh, Esq. HALPER SADEH LLP 667 Madison Avenue, 5th Floor New York, NY 10065 Telephone: (212) 763-0060 Facsimile: (646) 776-2600 Email: [email protected] Counsel for Plaintiff UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK Case No: JURY TRIAL DEMANDED COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Plaintiff Hugh Meighan (?Plaintiff?), by Plaintiff?s und

July 30, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

July 30, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

July 30, 2021 EX-99.1

KUSHCO HOLDINGS, INC. Condensed Consolidated Balance Sheets (Amounts in thousands)

Exhibit 99.1 KUSHCO HOLDINGS, INC. Condensed Consolidated Balance Sheets (Amounts in thousands) (Unaudited) May 31, 2021 August 31, 2020 ASSETS Current assets: Cash $ 1,102 $ 10,476 Accounts receivable, net 7,398 9,427 Inventory, net 52,370 28,049 Prepaid expenses and other current assets 15,339 9,054 Total current assets 76,209 57,006 Goodwill 52,267 52,267 Intangible assets, net 631 1,000 Proper

July 16, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

July 16, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

July 9, 2021 EX-2.1

Agreement and Plan of Merger, dated as of March 31, 2021, by and among Greenlane Holdings, Inc., Merger Sub Gotham 1, LLC, Merger Sub Gotham 2, LLC and KushCo Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 000-55418) filed on April 1, 2021).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among KUSHCO HOLDINGS, INC., GREENLANE HOLDINGS, INC., MERGER SUB GOTHAM 1, LLC and MERGER SUB GOTHAM 2, LLC Dated as of March 31, 2021 Table of Contents Page Article I The Mergers; Closing; Effective Times 3 1.1 The Mergers 3 1.2 Closing 3 1.3 Effective Times 3 1.4 Further Assurances 4 1.5 Tax Matters 4 Article II Certain Governance Matters; Combined Compa

July 9, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

July 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55418 KUSH

July 9, 2021 EX-10.1

Voting Agreement, dated as of March 31, 2021, by and among Nicholas Kovacevich, Greenlane Holdings, Inc. and KushCo Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418) filed on April 1, 2021).

Exhibit 10.1 COMPANY VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of March 31, 2021, is entered into by and between KushCo Holdings Inc., a Nevada corporation (the ?Company?), Greenlane Holdings Inc., a Delaware corporation (?Parent?), and Nicholas Kovacevich (the ?Stockholder?). WHEREAS, concurrently with the execution of this Agreement, Parent, the Company, Merger Sub Goth

July 9, 2021 EX-10.2

Voting Agreement, dated as of March 31, 2021, by and among Dallas Imbimbo, Greenlane Holdings, Inc. and KushCo Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55418) filed on April 1, 2021).

Exhibit 10.2 COMPANY VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of March 31, 2021, is entered into by and between KushCo Holdings Inc., a Nevada corporation (the ?Company?), Greenlane Holdings Inc., a Delaware corporation (?Parent?), and Dallas Imbimbo (the ?Stockholder?). WHEREAS, concurrently with the execution of this Agreement, Parent, the Company, Merger Sub Gotham 1,

July 9, 2021 EX-10.3

Voting Agreement, dated as of March 31, 2021, by and among Jacoby & Co. Inc., Greenlane Holdings, Inc. and KushCo Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-55418) filed on April 1, 2021).

Exhibit 10.3 PARENT VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of March 31, 2021, is entered into by and between KushCo Holdings, Inc., a Nevada corporation (the ?Company?), Greenlane Holdings, Inc., a Delaware corporation (?Parent?) and Jacoby & Co. Inc., a Nevada corporation (the ?Stockholder?). WHEREAS, concurrently with the execution of this Agreement, the Company, Par

July 8, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File N

July 8, 2021 EX-99.1

KushCo Holdings Reports Fiscal Third Quarter 2021 Results Revenue Increases 27% Year-over-Year to $28.3 Million, Driven By Continued Success in Penetrating Top MSOs, LPs, and Leading Brands

Exhibit 99.1 KushCo Holdings Reports Fiscal Third Quarter 2021 Results Revenue Increases 27% Year-over-Year to $28.3 Million, Driven By Continued Success in Penetrating Top MSOs, LPs, and Leading Brands CYPRESS, Calif., ? July 8, 2021 ? KushCo Holdings, Inc. (OTCQX: KSHB) ("KushCo" or the "Company"), a premier provider of ancillary products and services to the legal cannabis and CBD industries, to

July 8, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

July 6, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

July 2, 2021 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, For Use of the Commission Only (as permitted by R

June 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

June 28, 2021 EX-99.1

KushCo Holdings to Report Fiscal Third Quarter 2021 Financial Results on Thursday, July 8, 2021 Company Also Announces Record Date of July 1, 2021 for Upcoming Special Meeting of Stockholders to Vote on the Proposed Merger with Greenlane Holdings, In

Exhibit 99.1 KushCo Holdings to Report Fiscal Third Quarter 2021 Financial Results on Thursday, July 8, 2021 Company Also Announces Record Date of July 1, 2021 for Upcoming Special Meeting of Stockholders to Vote on the Proposed Merger with Greenlane Holdings, Inc. CYPRESS, Calif., ? June 28, 2021 ? KushCo Holdings, Inc. (OTCQX: KSHB) (''KushCo'' or the ''Company''), a premier provider of ancillar

June 22, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

June 15, 2021 EX-99.1

KushCo Holdings Reports Preliminary Fiscal Third Quarter 2021 Results Company Expects Fiscal Q3 2021 Revenue to Increase 21% to 26% Year-Over-Year

Exhibit 99.1 KushCo Holdings Reports Preliminary Fiscal Third Quarter 2021 Results Company Expects Fiscal Q3 2021 Revenue to Increase 21% to 26% Year-Over-Year CYPRESS, Calif., ? June 15, 2021 ? KushCo Holdings, Inc. (OTCQX: KSHB) (''KushCo'' or the ''Company''), the premier provider of ancillary products and services to the legal cannabis and CBD industries, today reported preliminary and unaudit

June 15, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

June 11, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

June 2, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File N

June 2, 2021 EX-99.1

KushCo Holdings Announces Dismissal of Federal Shareholder Class Action and Derivative Suit

Exhibit 99.1 KushCo Holdings Announces Dismissal of Federal Shareholder Class Action and Derivative Suit CYPRESS, Calif., ? June 2, 2021 ? KushCo Holdings, Inc. (OTCQX: KSHB) (''KushCo'' or the ''Company''), a premier provider of ancillary products and services to the legal cannabis and CBD industries, has announced that a putative shareholder class and derivative action filed on October 1, 2020,

June 1, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

May 25, 2021 EX-99.1

Greenlane and KushCo Announce Completion of a Key Regulatory Condition for Proposed Merger Progress continues on transaction milestones with expiration of HSR waiting period for proposed merger, expected to close in the third quarter of 2021

Exhibit 99.1 + Greenlane and KushCo Announce Completion of a Key Regulatory Condition for Proposed Merger Progress continues on transaction milestones with expiration of HSR waiting period for proposed merger, expected to close in the third quarter of 2021 BOCA RATON, Fla., and CYPRESS, Calif., May 25, 2021 ? Greenlane Holdings, Inc. (?Greenlane?) (Nasdaq: GNLN), and KushCo Holdings, Inc. (''KushC

May 25, 2021 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 GREENLANE HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 GREENLANE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38875 83-0806637 (State or other jurisdiction of incorporation) (Commission F

May 25, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File N

May 25, 2021 EX-99.1

Greenlane and KushCo Announce Completion of a Key Regulatory Condition for Proposed Merger Progress continues on transaction milestones with expiration of HSR waiting period for proposed merger, expected to close in the third quarter of 2021

Exhibit 99.1 Greenlane and KushCo Announce Completion of a Key Regulatory Condition for Proposed Merger Progress continues on transaction milestones with expiration of HSR waiting period for proposed merger, expected to close in the third quarter of 2021 BOCA RATON, Fla., and CYPRESS, Calif., May 25, 2021 ? Greenlane Holdings, Inc. (?Greenlane?) (Nasdaq: GNLN), and KushCo Holdings, Inc. (''KushCo'

May 21, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

April 30, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

April 30, 2021 425

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 GREENLANE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38875 83-0806637 (State or other jurisdiction of incorporation) (Commission

April 30, 2021 EX-99.1

Greenlane and KushCo Announce Future Enterprise Leadership Team for Proposed Combined Company Leadership Team Will Focus on Delivering Revenue and Cost Synergies, Growing Profitability, and Maximizing Value for All Shareholders

Exhibit 99.1 + Greenlane and KushCo Announce Future Enterprise Leadership Team for Proposed Combined Company Leadership Team Will Focus on Delivering Revenue and Cost Synergies, Growing Profitability, and Maximizing Value for All Shareholders BOCA RATON, Fla. and CYPRESS, Ca., April 30, 2021 ? Greenlane Holdings, Inc. (?Greenlane?) (NASDAQ: GNLN) and KushCo Holdings, Inc. (''KushCo'') (OTCQX: KSHB

April 30, 2021 EX-99.1

Greenlane and KushCo Announce Future Enterprise Leadership Team for Proposed Combined Company Leadership Team Will Focus on Delivering Revenue and Cost Synergies, Growing Profitability, and Maximizing Value for All Shareholders

Exhibit 99.1 + Greenlane and KushCo Announce Future Enterprise Leadership Team for Proposed Combined Company Leadership Team Will Focus on Delivering Revenue and Cost Synergies, Growing Profitability, and Maximizing Value for All Shareholders BOCA RATON, Fla. and CYPRESS, Ca., April 30, 2021 ? Greenlane Holdings, Inc. (?Greenlane?) (NASDAQ: GNLN) and KushCo Holdings, Inc. (''KushCo'') (OTCQX: KSHB

April 30, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

April 23, 2021 425

Merger Prospectus - 425

Filed by Greenlane Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: KushCo Holdings, Inc. Commission File No.: 000-55418 On April 22, 2021, Aaron LoCascio, the Chief Executive Officer of Greenlane Holdings, Inc. (?Greenlane? or the ?Company?) participated

April 16, 2021 EX-99.1

KushCo – Integration Update Email

Exhibit 99.1 KushCo – Integration Update Email Subject: Our Merger with Greenlane – Some Additional Updates and Answers To: KushCo Employees From: Nick Kovacevich Date: Friday, April 16, 2021 Dear fellow KushCo team members: As promised, I am writing to keep you informed about how our proposed merger with Greenlane1 is progressing. You’ll continue to hear from me and other members of the KushCo le

April 16, 2021 425

Merger Prospectus - 425

Filed by Greenlane Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: KushCo Holdings, Inc. Commission File No.: 000-55418 On April 16, 2021, Greenlane Holdings, Inc. (?Greenlane? or ?the Company?) sent the following email to all employees: Greenlane ? Inte

April 16, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

April 16, 2021 EX-99.2

KushCo – Integration FAQ April 16, 2021

Exhibit 99.2 KushCo ? Integration FAQ April 16, 2021 Employee Benefits & Day-to-Day Work 1.How are my goals and bonus impacted for 2021? Your goals remain the same, and it is important that you stay focused on these priorities as we prepare to take these next steps. While decisions about specific compensation programs are still in front of us, we remain committed to rewarding those who help us ach

April 15, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

April 9, 2021 EX-10.3

KUSHCO HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN Adopted on February 9, 2016, amended on May 8, 2018, February 21, 2019 and January 28, 2021

Exhibit 10.1 KUSHCO HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN Adopted on February 9, 2016, amended on May 8, 2018, February 21, 2019 and January 28, 2021 THIS KUSHCO HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN (the ?Plan?) is designed to retain directors, executives, officers, selected employees, and consultants and reward them for making contributions to the success of the Company. These objectives a

April 9, 2021 EX-10.7

Voting Agreement, dated as of March 31, 2021, by and among Jacoby & Co. Inc., Greenlane Holdings, Inc. and KushCo Holdings, Inc.

Exhibit 10.7 PARENT VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of March 31, 2021, is entered into by and between KushCo Holdings, Inc., a Nevada corporation (the ?Company?), Greenlane Holdings, Inc., a Delaware corporation (?Parent?) and Jacoby & Co. Inc., a Nevada corporation (the ?Stockholder?). WHEREAS, concurrently with the execution of this Agreement, the Company, Par

April 9, 2021 EX-10.5

Voting Agreement, dated as of March 31, 2021, by and among Nicholas Kovacevich, Greenlane Holdings, Inc. and KushCo Holdings, Inc.

EX-10.5 8 ex105projectgotham-company.htm EX-10.5 Exhibit 10.5 COMPANY VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of March 31, 2021, is entered into by and between KushCo Holdings Inc., a Nevada corporation (the “Company”), Greenlane Holdings Inc., a Delaware corporation (“Parent”), and Nicholas Kovacevich (the “Stockholder”). WHEREAS, concurrently with the execution of thi

April 9, 2021 EX-2.1

, LLC and KushCo Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 000-55418) filed on April 1, 2021).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among KUSHCO HOLDINGS, INC., GREENLANE HOLDINGS, INC., MERGER SUB GOTHAM 1, LLC and MERGER SUB GOTHAM 2, LLC Dated as of March 31, 2021 Table of Contents Page Article I The Mergers; Closing; Effective Times 3 1.1 The Mergers 3 1.2 Closing 3 1.3 Effective Times 3 1.4 Further Assurances 4 1.5 Tax Matters 4 Article II Certain Governance Matters; Combined Compa

April 9, 2021 EX-10.6

Voting Agreement, dated as of March 31, 2021, by and among Dallas Imbimbo, Greenlane Holdings, Inc. and KushCo Holdings, Inc.

Exhibit 10.6 COMPANY VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of March 31, 2021, is entered into by and between KushCo Holdings Inc., a Nevada corporation (the ?Company?), Greenlane Holdings Inc., a Delaware corporation (?Parent?), and Dallas Imbimbo (the ?Stockholder?). WHEREAS, concurrently with the execution of this Agreement, Parent, the Company, Merger Sub Gotham 1,

April 9, 2021 EX-10.4

KIM INTERNATIONAL CORPORATION EXECUTIVE SEVERANCE PLAN

Exhibit 10.1 KIM INTERNATIONAL CORPORATION EXECUTIVE SEVERANCE PLAN 1. PURPOSE The purpose of the Plan is to provide severance benefits to certain Executives whose employment with the Company Group is involuntarily terminated without Cause as described more fully herein. 2. EFFECTIVE DATE All of the policies and practices of the Company Group regarding severance benefits or similar payments upon e

April 9, 2021 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of the 22nd day of February, 2021, by and between KushCo Holdings, Inc., a Nevada corporation (the ?Company?) and the purchaser executing the purchase signature page attached hereto (the ?Purchaser?); WHEREAS, the Company has prepared and filed with the Securities and Exchan

April 9, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55418

April 9, 2021 EX-10.2

[The remainder of this page has been intentionally left blank.]

Exhibit 10.2 February 22, 2021 KushCo Holdings, Inc. 6261 Katella Ave., Ste 250 Cypress, CA 90630 Attn: Nicholas Kovacevich Chief Executive Officer Dear Mr. Kovacevich: This letter (the ?Agreement?) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the ?Placement Agent?), and KushCo Holdings, Inc., a company incorporated under the laws of the State of Nevada (t

April 9, 2021 EX-4.1

KUSHCO HOLDINGS, INC. Warrant To Purchase Common Stock

Exhibit 4.1 KUSHCO HOLDINGS, INC. Warrant To Purchase Common Stock Warrant No.: Date of Issuance: February 24, 2021 (?Issuance Date?) KushCo Holdings, Inc., a Nevada corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the ?Holder?), is entitled

April 8, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

April 8, 2021 EX-99.1

KushCo Holdings Reports Fiscal Second Quarter 2021 Results Revenue Increases 23% Sequentially to $32.9 Million, Driven By Higher Sales to Top MSOs, LPs, and Leading Brands

Exhibit 99.1 KushCo Holdings Reports Fiscal Second Quarter 2021 Results Revenue Increases 23% Sequentially to $32.9 Million, Driven By Higher Sales to Top MSOs, LPs, and Leading Brands CYPRESS, Calif., — April 8, 2021 — KushCo Holdings, Inc. (OTCQX: KSHB) ("KushCo" or the "Company"), a premier provider of ancillary products and services to the legal cannabis and CBD industries, today reported fina

April 7, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

April 2, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

April 2, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

April 2, 2021 425

Merger Prospectus - 425

Filed by Greenlane Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: KushCo Holdings, Inc. Commission File No.: 000-55418 On April 1, 2021, Aaron LoCascio, the Chief Executive Officer of Greenlane Holdings, Inc. (?Greenlane? or the ?Company?) and Nick Kova

April 1, 2021 EX-99.4

1

Exhibit 99.4 Dear Valued Vendor, We are excited to announce that we have entered into a definitive merger agreement with Greenlane Holdings, Inc. (?Greenlane?). A link to our press release can be found here. After closing, this merger will position the joint company, with a combined 25 plus years of operating history, as one of the largest ancillary cannabis products and services companies in the

April 1, 2021 EX-99.6

Fox Business/KushCo Interview 03/31/2021

EX-99.6 7 foxkushcotranscriptex996.htm EX-99.6 Exhibit 99.6 Fox Business/KushCo Interview 03/31/2021 C: New York Governor, Andrew Cuomo by the way, signing legislation to legalize adult use of cannabis. Also expunging prior marijuana convictions. Now more and more states obviously making weed legal, but how long before the federal government does it? Everyone says that’s the ultimate barrier. I’m

April 1, 2021 EX-10.3

Voting Agreement, dated as of March 31, 2021, by and among Jacoby & Co. Inc., Greenlane Holdings, Inc. and KushCo Holdings, Inc.

EX-10.3 5 gotham-parentvotingagreeme.htm EX-10.3 Exhibit 10.3 PARENT VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of March 31, 2021, is entered into by and between KushCo Holdings, Inc., a Nevada corporation (the “Company”), Greenlane Holdings, Inc., a Delaware corporation (“Parent”) and Jacoby & Co. Inc., a Nevada corporation (the “Stockholder”). WHEREAS, concurrently with

April 1, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

April 1, 2021 425

Merger Prospectus - 425

Filed by Greenlane Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: KushCo Holdings, Inc. Commission File No.: 000-55418 Aaron LoCascio, the Chief Executive Officer of Greenlane Holdings, Inc. (“Greenlane” or the “Company”) was quoted in the following art

April 1, 2021 EX-10.2

Voting Agreement, dated as of March 31, 2021, by and among Dallas Imbimbo, Greenlane Holdings, Inc. and KushCo Holdings, Inc.

EX-10.2 4 ex102projectgotham-company.htm EX-10.2 Exhibit 10.2 COMPANY VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of March 31, 2021, is entered into by and between KushCo Holdings Inc., a Nevada corporation (the “Company”), Greenlane Holdings Inc., a Delaware corporation (“Parent”), and Dallas Imbimbo (the “Stockholder”). WHEREAS, concurrently with the execution of this Agr

April 1, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

April 1, 2021 EX-99.1

Greenlane Holdings Inc. (Q4 2020 Earnings) March 31, 2021

EX-99.1 2 greenlanemergertranscripte.htm EX-99.1 Exhibit 99.1 Greenlane Holdings Inc. (Q4 2020 Earnings) March 31, 2021 Corporate Speakers •Aaron LoCascio; Founder, Chairman of the Board & CEO, Greenlane Holdings, Inc. •Bill Mote; CFO, Greenlane Holdings, Inc. •Najim Mostamand; Director of Investor Relations, KushCo Holdings, Inc. •Nick Kovacevich; Co-Founder, Chairman, CEO & Secretary, KushCo Hol

April 1, 2021 EX-99.3

TRANSACTION INFORMATION & FREQUENTLY ASKED QUESTIONS

Exhibit 99.3 TRANSACTION INFORMATION & FREQUENTLY ASKED QUESTIONS The information below is designed to provide answers to your questions about KushCo Holdings and the contemplated merger with Greenlane. Throughout your transition, we will continue to update this with important information as it becomes available. ?Deal Background ? why merge with Greenlane: ?Key Facts on this transaction: Q: Who i

April 1, 2021 EX-2.1

Agreement and Plan of Merger, dated as of March 31, 2021, by and among Greenlane Holdings, Inc.,

EX-2.1 2 projectgrass-mergeragreeme.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among KUSHCO HOLDINGS, INC., GREENLANE HOLDINGS, INC., MERGER SUB GOTHAM 1, LLC and MERGER SUB GOTHAM 2, LLC Dated as of March 31, 2021 Table of Contents Page Article I The Mergers; Closing; Effective Times 3 1.1 The Mergers 3 1.2 Closing 3 1.3 Effective Times 3 1.4 Further Assurances 4 1.5 Tax Matters 4 Articl

April 1, 2021 EX-99.2

Companywide Call Talking Points

EX-99.2 3 greenlanemergerkshbcompany.htm EX-99.2 Exhibit 99.2 Companywide Call Talking Points Intro: •Aright everyone, thank you for joining. •This is an exciting and transformative day for both companies. •As you all have probably seen already, we announced this morning via a joint press release that we have entered into an agreement to merge with our good friends over at Greenlane, which combine

April 1, 2021 425

Merger Prospectus - 425

425 1 tm2111626d1425.htm 425 Filed by Greenlane Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: KushCo Holdings, Inc. Commission File No.: 000-55418 Greenlane Holdings, Inc. posted a link to the following article on its LinkedIn account: Marijuana giants

April 1, 2021 EX-10.1

Voting Agreement, dated as of March 31, 2021, by and among Nicholas Kovacevich, Greenlane Holdings, Inc. and KushCo Holdings, Inc.

EX-10.1 3 ex101projectgotham-company.htm EX-10.1 Exhibit 10.1 COMPANY VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of March 31, 2021, is entered into by and between KushCo Holdings Inc., a Nevada corporation (the “Company”), Greenlane Holdings Inc., a Delaware corporation (“Parent”), and Nicholas Kovacevich (the “Stockholder”). WHEREAS, concurrently with the execution of thi

April 1, 2021 EX-99.5

1

Exhibit 99.5 Dear Valued Customer, We are excited to announce that we have entered into a definitive merger agreement with Greenlane Holdings, Inc. (?Greenlane?). A link to our press release can be found here. After closing, this merger will position the joint company, with a combined 25 plus years of operating history, as one of the largest ancillary cannabis products and services companies in th

March 31, 2021 EX-99.2

Investor Presentation dated March 31, 2021

EX-99.2 3 gothamannouncement8-kex992.htm EX-99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2 Exhibit 99.2

March 31, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

March 31, 2021 EX-99.1

Greenlane and KushCo Announce Transformative Merger, Creating the Leading Ancillary Cannabis Company and House of Brands The Transaction will Bring Together Two of the Pioneering Cannabis Ancillary Product and Services Companies, with a Combined 25 P

EX-99.1 2 gothamannouncementprex9913.htm EX-99.1 Exhibit 99.1 + Greenlane and KushCo Announce Transformative Merger, Creating the Leading Ancillary Cannabis Company and House of Brands The Transaction will Bring Together Two of the Pioneering Cannabis Ancillary Product and Services Companies, with a Combined 25 Plus Years of Operating History Enhanced Scale with Over $250 Million of Projected Pro

March 31, 2021 425

Merger Prospectus - 425

425 1 tm2111560-1425.htm 425 Filed by Greenlane Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: KushCo Holdings, Inc. Commission File No.: 000-55418 The following communication was made available by Greenlane Holdings, Inc. (the “Company”) to its custome

March 29, 2021 EX-99.1

KushCo Announces Retirement of Senior Unsecured Term Debt Company No Longer Has Any Term Debt Outstanding, with Access to Capital via Its Existing Line of Credit to Support Continued Growth

KushCo Announces Retirement of Senior Unsecured Term Debt Company No Longer Has Any Term Debt Outstanding, with Access to Capital via Its Existing Line of Credit to Support Continued Growth CYPRESS, Calif.

March 29, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

February 24, 2021 EX-99.1

KUSHCO HOLDINGS, INC. PRICES $40.0 MILLION REGISTERED DIRECT OFFERING

Exhibit 99.1 KUSHCO HOLDINGS, INC. PRICES $40.0 MILLION REGISTERED DIRECT OFFERING CYPRESS, CA — February 22, 2021 — KushCo Holdings, Inc. (OTCQX:KSHB) (''KushCo'' or the ''Company''), a premier provider of ancillary products and services to the legal cannabis and CBD industries, today announced it has entered into definitive agreements with investors for the purchase and sale of (i) 24,242,424 sh

February 24, 2021 424B5

KUSHCO HOLDINGS, INC. 24,242,424 SHARES OF COMMON STOCK WARRANTS TO PURCHASE 9,696,969 SHARES OF COMMON STOCK

 Filed Pursuant to Rule 424(b)(5)  Registration Statement No. 333-231019 PROSPECTUS SUPPLEMENT (To Prospectus dated May 6, 2019) KUSHCO HOLDINGS, INC. 24,242,424 SHARES OF COMMON STOCK WARRANTS TO PURCHASE 9,696,969 SHARES OF COMMON STOCK We are offering 24,242,424 shares of our common stock, par value $0.001 per share, and warrants to purchase 9,696,969 shares of our common stock. The common stoc

February 24, 2021 EX-10.2

Placement Agency Agreement dated as of February 22, 2021

EX-10.2 6 feb2021capitalraiseex102.htm EX-10.2 Exhibit 10.2 February 22, 2021 KushCo Holdings, Inc. 6261 Katella Ave., Ste 250 Cypress, CA 90630 Attn: Nicholas Kovacevich Chief Executive Officer Dear Mr. Kovacevich: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and KushCo Holdings, Inc., a company incorp

February 24, 2021 EX-10.1

Form of Securities Purchase Agreement dated February 22, 2021

EX-10.1 5 feb2021capitalraiseex101.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of February, 2021, by and between KushCo Holdings, Inc., a Nevada corporation (the “Company”) and the purchaser executing the purchase signature page attached hereto (the “Purchaser”); WHEREAS, the Company has pr

February 24, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission F

February 24, 2021 EX-4.1

Form of Warrant

Exhibit 4.1 KUSHCO HOLDINGS, INC. Warrant To Purchase Common Stock Warrant No.: Date of Issuance: February 24, 2021 (?Issuance Date?) KushCo Holdings, Inc., a Nevada corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the ?Holder?), is entitled

February 18, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission F

February 18, 2021 EX-99.1

KushCo Holdings Announces Dismissal of Federal Shareholder Class Action Suit With Prejudice Court Deemed Claims Against KushCo “Fail to Allege a Strong Inference of Scienter” and Dismissed the Case with Prejudice

EX-99.1 2 ex991-classactiondismissal.htm EX-99.1 Exhibit 99.1 KushCo Holdings Announces Dismissal of Federal Shareholder Class Action Suit With Prejudice Court Deemed Claims Against KushCo “Fail to Allege a Strong Inference of Scienter” and Dismissed the Case with Prejudice CYPRESS, Calif., — February 18, 2021 — KushCo Holdings, Inc. (OTCQX: KSHB) (''KushCo'' or the ''Company''), a premier provide

February 11, 2021 SC 13G/A

KushCo Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* KushCo Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 50133S103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant

February 10, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on February 10, 2021 Registration No.

January 29, 2021 EX-10.1

2016 Stock Incentive Plan, as amended.

Exhibit 10.1 KUSHCO HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN Adopted on February 9, 2016, amended on May 8, 2018, February 21, 2019 and January 28, 2021 THIS KUSHCO HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN (the “Plan”) is designed to retain directors, executives, officers, selected employees, and consultants and reward them for making contributions to the success of the Company. These objectives a

January 29, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fi

January 19, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fi

January 19, 2021 EX-10.1

Kim International Corporation Executive Severance Plan, effective January 15, 2021

Exhibit 10.1 KIM INTERNATIONAL CORPORATION EXECUTIVE SEVERANCE PLAN 1. PURPOSE The purpose of the Plan is to provide severance benefits to certain Executives whose employment with the Company Group is involuntarily terminated without Cause as described more fully herein. 2. EFFECTIVE DATE All of the policies and practices of the Company Group regarding severance benefits or similar payments upon e

January 14, 2021 CORRESP

-

January 14, 2021 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 SEC Division of Corporate Finance ? Office of Manufacturing Attention: Effie Simpson and Melissa Raminpour Re.

January 11, 2021 EX-10.29

SEVERANCE AGREEMENT AND RELEASE

Exhibit 10.29 SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release (this “Agreement”) is hereby made and entered into by and between KIM International Corporation, a subsidiary of KushCo Holdings, Inc. (collectively, the “Company”) and Jason Vegotsky, an individual (“Employee”) as of the last date set forth on the signature page (the “Effective Date”). RECITALS A.Employee is an at-

January 11, 2021 EX-99.1

KushCo Holdings Reports Fiscal First Quarter 2021 Results Company Achieves Revenue of $26.8 Million and Second Consecutive Quarter of Positive Adjusted EBITDA Record December Sales of $14.7 Million Due to Strong MSO and LP Purchasing Activity and Nov

EX-99.1 2 ex991q12021earningsrelease.htm EX-99.1 KushCo Holdings Reports Fiscal First Quarter 2021 Results Company Achieves Revenue of $26.8 Million and Second Consecutive Quarter of Positive Adjusted EBITDA Record December Sales of $14.7 Million Due to Strong MSO and LP Purchasing Activity and November COVID-19 Shipping-Related Delays Company Increases Fiscal 2021 Net Revenue Guidance to Between

January 11, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2020 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55418

January 11, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2021 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fi

January 11, 2021 10-Q/A

Quarterly Report - 10-Q/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu

January 11, 2021 10-K/A

Annual Report - 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number:

January 11, 2021 EX-10.2

SEVERANCE AGREEMENT AND RELEASE

Exhibit 10.2 SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release (this “Agreement”), dated as of the last date set forth on the signature page hereof but effective as of the Effective Date defined in Section 3 below, is hereby made and entered into by and between KIM International Corporation, a subsidiary of KushCo Holdings, Inc. (collectively, the “Company”) and Christopher Tedf

December 28, 2020 DEF 14A

proxy statement for its 2021 annual meeting of stockholders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def

November 10, 2020 EX-21.1

Subsidiaries of the Registrant Entity Name State/Territory of Organization Kush Energy, LLC Colorado Kush Supply Co. LLC Nevada Zack Darling Creative Associates, LLC California The Hybrid Creative LLC California Koleto Innovations LLC Nevada KIM Inte

Exhibit 21.1 Subsidiaries of the Registrant Entity Name State/Territory of Organization Kush Energy, LLC Colorado Kush Supply Co. LLC Nevada Zack Darling Creative Associates, LLC California The Hybrid Creative LLC California Koleto Innovations LLC Nevada KIM International Corporation California KCH Distribution Inc. British Columbia

November 10, 2020 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-55418 KUSHCO HO

November 10, 2020 EX-10.27

FOURTH EXCHANGE AGREEMENT

Exhibit 10.27 FOURTH EXCHANGE AGREEMENT This Fourth Exchange Agreement (the ?Agreement?) is entered into as of the 10th day of November, 2020, by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 6261 Katella Avenue, Suite 250, Cypress, CA 90630 (the ?Company?) and the investor signatory hereto (the ?Holder?), with reference to the following facts: A.Prior to the date h

November 10, 2020 EX-4.14

KushCo Holdings, Inc. Senior Note

EX-4.14 2 kshb-20200831xex414.htm EX-4.14 Exhibit 4.14 THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE CHIEF FINANCIAL OFFICER, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §

October 29, 2020 EX-99.1

KushCo Holdings Reports Fiscal Fourth Quarter and Full Year 2020 Results Company Achieves Positive Adjusted EBITDA and Cash Flow From Operations in Fiscal Fourth Quarter 2020 For First Time in More Than Three Years Company Issues Fiscal 2021 Net Reve

KushCo Holdings Reports Fiscal Fourth Quarter and Full Year 2020 Results Company Achieves Positive Adjusted EBITDA and Cash Flow From Operations in Fiscal Fourth Quarter 2020 For First Time in More Than Three Years Company Issues Fiscal 2021 Net Revenue Guidance of Between $120 Million and $150 Million, and Adjusted EBITDA Guidance of Between $5 Million and $7 Million CYPRESS, Calif.

October 29, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdictionof incorporation) (Commission Fil

September 24, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdictionof incorporation) (Commission F

September 24, 2020 EX-99.1

KushCo Holdings Reports Preliminary Fiscal Fourth Quarter 2020 Results Company Expects Fiscal Q4 2020 Revenue to Increase 14% to 17% Sequentially and to Achieve Positive Adjusted EBITDA For the First Time in Three Years Company Reiterates Fiscal Q4 2

EX-99.1 2 pressreleaseofkushcoho.htm EX-99.1 KushCo Holdings Reports Preliminary Fiscal Fourth Quarter 2020 Results Company Expects Fiscal Q4 2020 Revenue to Increase 14% to 17% Sequentially and to Achieve Positive Adjusted EBITDA For the First Time in Three Years Company Reiterates Fiscal Q4 2020 Cash SG&A Guidance of $6.5 Million to $7.5 Million CYPRESS, Calif., — September 24, 2020 — KushCo Hol

August 31, 2020 SC TO-I/A

- SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No.2) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 KUSHCO HOLDINGS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 50133S (CUSIP Number of C

August 12, 2020 EX-99.(A)(1)(F)

KUSHCO HOLDINGS, INC. Form of e-mail regarding confirmation of receipt of notice of election to participate in Option Exchange Program

Exhibit (a)(1)(F) KUSHCO HOLDINGS, INC. Form of e-mail regarding confirmation of receipt of notice of election to participate in Option Exchange Program Subject: Option Exchange Program—Personal and Confidential KushCo Holdings, Inc. acknowledges receipt of your Notice of Election to participate in the Exchange Offer. You may change your election with respect to one or more specific Eligible Optio

August 12, 2020 EX-99.(A)(1)(B)

KUSHCO HOLDINGS, INC. FORM OF ANNOUNCEMENT EMAIL TO ELIGIBLE PARTICIPANTS

EX-99.(A)(1)(B) 3 ex-99xa1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) KUSHCO HOLDINGS, INC. FORM OF ANNOUNCEMENT EMAIL TO ELIGIBLE PARTICIPANTS Subject: KushCo Holdings, Inc. - Offer to Exchange Eligible Options for Replacement Options To: All Eligible Participants Date: July 31, 2020 IMPORTANT NEWS — PLEASE READ IMMEDIATELY. SHOULD YOU CHOOSE TO PARTICIPATE IN THE OPTION EXCHANGE PROGRAM, YOU MUST TA

August 12, 2020 EX-99.(A)(1)(E)

KUSHCO HOLDINGS, INC. Notice of Withdrawal from Participation in the OPTION EXCHANGE PROGRAM

Exhibit (a)(1)(E) KUSHCO HOLDINGS, INC. Notice of Withdrawal from Participation in the OPTION EXCHANGE PROGRAM I hereby withdraw my previously-delivered Notice of Election to participate in the Exchange Offer pursuant to the terms and conditions of the documents that make up the Exchange Offer, including the Offer to Exchange (collectively, the “Tender Offer Documents”) with regard to the Eligible

August 12, 2020 EX-99.(A)(1)(C)

KUSHCO HOLDINGS, INC. FORM OF NOTICE OF ELIGIBLE OPTIONS EMAIL TO ELIGIBLE PARTICIPANTS.

Exhibit (a)(1)(C) KUSHCO HOLDINGS, INC. FORM OF NOTICE OF ELIGIBLE OPTIONS EMAIL TO ELIGIBLE PARTICIPANTS. Subject: Option Exchange Program—Personal and Confidential The stock option awards listed below that have been granted to you by the Company are Eligible Options for participation in the Option Exchange Program. Grant ID Grant Agreement Date Number of Eligible Option Shares Exercise Price Num

August 12, 2020 EX-99.(A)(1)(A)

KUSHCO HOLDINGS, INC. 6261 KATELLA AVENUE, SUITE 250 CYPRESS, CA 90630 OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR REPLACEMENT OPTIONS July 31, 2020 KUSHCO HOLDINGS, INC. SUMMARY TERM SHEET — OVERVIEW OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR REPLACEMENT OPT

EX-99.(A)(1)(A) 2 ex-99xa1a.htm EX-99.(A)(1)(A) Exhibit (a)(1)(A) KUSHCO HOLDINGS, INC. 6261 KATELLA AVENUE, SUITE 250 CYPRESS, CA 90630 OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR REPLACEMENT OPTIONS July 31, 2020 KUSHCO HOLDINGS, INC. SUMMARY TERM SHEET — OVERVIEW OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR REPLACEMENT OPTIONS This offer and withdrawal rights will expire at 5:00 p.m. Pacific Time on Frida

August 12, 2020 SC TO-I/A

- SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No.1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 KUSHCO HOLDINGS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 50133S (CUSIP Number of C

August 12, 2020 EX-99.(A)(1)(D)

KUSHCO HOLDINGS, INC. Notice of Election to Participate in the Option Exchange Program

Exhibit (a)(1)(D) KUSHCO HOLDINGS, INC. Notice of Election to Participate in the Option Exchange Program I hereby tender those of my Eligible Options specified below pursuant to the terms and conditions of the documents that make up the Option Exchange Program, including the Offer to Exchange (collectively, the “Tender Offer Documents”). In doing so, I represent and acknowledge to KushCo Holdings,

August 12, 2020 EX-99.(A)(1)(H)

KUSHCO HOLDINGS, INC. Form of reminder e-mail to eligible Participants regarding the OPTION EXCHANGE PROGRAM

Exhibit (a)(1)(H) KUSHCO HOLDINGS, INC. Form of reminder e-mail to eligible Participants regarding the OPTION EXCHANGE PROGRAM Subject: Option Exchange Program—Personal and Confidential If you are thinking about participating in the option exchange program (the “Exchange Offer”) offered by KushCo Holdings, Inc. but have not yet done so and remain undecided, there is still time. Please remember tha

August 12, 2020 EX-99.(A)(1)(G)

KUSHCO HOLDINGS, INC. Form of e-mail regarding confirmation of receipt of Notice of Withdrawal

Exhibit (a)(1)(G) KUSHCO HOLDINGS, INC. Form of e-mail regarding confirmation of receipt of Notice of Withdrawal Subject: Option Exchange Program—Personal and Confidential KushCo Holdings, Inc. acknowledges receipt of your Notice of Withdrawal from Participation in the Option Exchange Program in KushCo Holdings, Inc.’s option exchange program (the “Exchange Offer”). By submitting this Notice of Wi

August 12, 2020 EX-99.(A)(1)(I)

KUSHCO HOLDINGS, INC. FORM OF NOTICE OF EXPIRATION OF OPTION EXCHANGE PROGRAM

Exhibit (a)(1)(I) KUSHCO HOLDINGS, INC. FORM OF NOTICE OF EXPIRATION OF OPTION EXCHANGE PROGRAM To: Eligible Participants Date: August 28, 2020 (unless extended) Subject: Expiration of Exchange Offer KUSHCO HOLDINGS, INC. OPTION EXCHANGE PROGRAM As of 5:00 p.m. Pacific Time on Friday, August 28, 2020, we closed KushCo Holdings, Inc.’s offer to exchange Eligible Options for new Replacement Options

July 31, 2020 SC TO-I

- SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 KUSHCO HOLDINGS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 50133S (CUSIP Number of Class

July 9, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55418 KUSH

July 9, 2020 EX-3.1.1

Amended and Restated Bylaws of KushCo Holdings, Inc., amended and restated as of July

AMENDED AND RESTATED BYLAWS OF KUSHCO HOLDINGS, INC., A Nevada Corporation The Board of Directors of KushCo Holdings, Inc. (the “corporation”), by resolution has duly adopted these Amended and Restated Bylaws (these “bylaws”) as of July 6, 2020 in accordance with the Nevada Revised Statutes Chapter 78. ARTICLE I OFFICES Section 1. REGISTERED OFFICE. The registered office shall be Corporation Servi

July 9, 2020 EX-3.1.2

Amended and Restated Bylaws of KushCo Holdings, Inc., with changes marked against original bylaws of KushCo Holdings, Inc. dated as of March 7, 2014

AMENDED AND RESTATED BYLAWS OF KUSH BOTTLES, INC. KUSHCO HOLDINGS, INC., A Nevada Corporation The Board of Directors of KushCo Holdings, Inc. (the “corporation”), by resolution has duly adopted these Amended and Restated Bylaws (these “bylaws”) as of July 6, 2020 in accordance with the Nevada Revised Statutes Chapter 78. ARTICLE I OFFICES Section 1. PRINCIPAL OFFICES.REGISTERED OFFICE. The princip

July 8, 2020 EX-99.1

KushCo Holdings Reports Fiscal Third Quarter 2020 Results Successful Execution of Cost-Cutting Initiatives Resulted in a 50%+ Sequential Reduction in Selling, General, and Administrative (SG&A) Expenses Improving Operating Leverage and Reduced Cash B

KushCo Holdings Reports Fiscal Third Quarter 2020 Results Successful Execution of Cost-Cutting Initiatives Resulted in a 50%+ Sequential Reduction in Selling, General, and Administrative (SG&A) Expenses Improving Operating Leverage and Reduced Cash Burn Drive Substantial Improvement in Net Loss and Adjusted EBITDA, and Set Stage for Near-Term Positive Adjusted EBITDA and Cash Flow From Operations CYPRESS, Calif.

July 8, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdictionof incorporation) (Commission File Nu

June 10, 2020 EX-10.1

Form of Third Exchange Agreement.

EX-10.1 3 ex101-kushthirdexchang.htm EX-10.1 EX 10.1 THIRD EXCHANGE AGREEMENT This Third Exchange Agreement (the “Agreement”) is entered into as of the 9th day of June, 2020, by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 6261 Katella Avenue, Suite 250, Cypress, CA 90630 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the follow

June 10, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 form8-kxthirdexchangea.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction

June 10, 2020 EX-4.1

Form of Third Exchange Note.

EX-4.1 2 ex41-kushcothirdexchan.htm EX-4.1 EX 4.1 THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE CHIEF FINANCIAL OFFICER, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.127

June 10, 2020 EX-99.1

KushCo Strengthens Balance Sheet and Liquidity through Partial Conversion of Senior Unsecured Note Company Proactively Reduces Debt by Converting 18.5% of the Principal Amount of its Senior Note due April 2021 into Equity with Limited Dilution and Ze

EX-99.1 4 ex991-pressreleaseissu.htm EX-99.1 EX 99.1 KushCo Strengthens Balance Sheet and Liquidity through Partial Conversion of Senior Unsecured Note Company Proactively Reduces Debt by Converting 18.5% of the Principal Amount of its Senior Note due April 2021 into Equity with Limited Dilution and Zero Warrants CYPRESS, Calif., — June 10, 2020 — KushCo Holdings, Inc. (OTCQX: KSHB) (''KushCo'' or

June 5, 2020 EX-99.1

KushCo President and Chief Revenue Officer Jason Vegotsky to Resign and Join Advisory Board Vegotsky to Continue Supporting KushCo’s Strategic Vision and Operational Performance

EX-99.1 2 ex991-jasonvegotskyres.htm EX-99.1 KushCo President and Chief Revenue Officer Jason Vegotsky to Resign and Join Advisory Board Vegotsky to Continue Supporting KushCo’s Strategic Vision and Operational Performance CYPRESS, Calif., — June 5, 2020 — KushCo Holdings, Inc. (OTCQX: KSHB) (''KushCo'' or the ''Company''), the premier provider of ancillary products and services to the legal canna

June 5, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdictionof incorporation) (Commission File Nu

May 29, 2020 EX-99.1

KushCo Appoints Industry Veteran and Former Green Thumb Industries CEO Pete Kadens to Board of Directors Former Leading MSO Executive and Philanthropist Strengthens KushCo’s Commitment to New Strategy of Aligning Deeper with Core Customers

KushCo Appoints Industry Veteran and Former Green Thumb Industries CEO Pete Kadens to Board of Directors Former Leading MSO Executive and Philanthropist Strengthens KushCo’s Commitment to New Strategy of Aligning Deeper with Core Customers CYPRESS, Calif.

May 29, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdictionof incorporatio

April 29, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

April 9, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55418 KUSHCO HOLDINGS,

April 8, 2020 EX-99.1

KushCo Holdings Reports Fiscal Second Quarter 2020 Results Revenue from “Core” Customers Up 227% Year-Over-Year to $24.6 Million, or 82% of Total Revenue Company Achieved Multiple Milestones on its New Strategic Plan to Accelerate Path to Positive Ad

EX-99.1 2 tm2015350d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KushCo Holdings Reports Fiscal Second Quarter 2020 Results Revenue from “Core” Customers Up 227% Year-Over-Year to $24.6 Million, or 82% of Total Revenue Company Achieved Multiple Milestones on its New Strategic Plan to Accelerate Path to Positive Adjusted EBITDA, Including Substantial Reductions in Headcount and Inventory CYPRESS, Calif.,

April 8, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

March 26, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tm2013948d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction o

March 26, 2020 EX-99.1

KushCo Holdings Announces New Strategic Plan, Leadership Changes and Significant Cost-Cutting Efforts to Accelerate Path to Positive Adjusted EBITDA New Strategic Plan Focuses on Aligning Deeper with the MSOs, LPs, and Leading Brands; Significantly R

Exhibit 99.1 KushCo Holdings Announces New Strategic Plan, Leadership Changes and Significant Cost-Cutting Efforts to Accelerate Path to Positive Adjusted EBITDA New Strategic Plan Focuses on Aligning Deeper with the MSOs, LPs, and Leading Brands; Significantly Reducing and Right-Sizing the Company’s Cost Structure; and Achieving Positive Adjusted EBITDA Christopher Tedford to Step Down as Chief F

March 6, 2020 POS AM

KSHB / KUSH BOTTLES INC POS AM - - POS AM

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 6, 2020 Registration No.

February 24, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission F

February 10, 2020 424B5

KUSHCO HOLDINGS, INC. 10,000,000 SHARES OF COMMON STOCK WARRANTS TO PURCHASE 5,000,000 SHARES OF COMMON STOCK

 Filed Pursuant to Rule 424(b)(5)  Registration Statement No. 333-231019 PROSPECTUS SUPPLEMENT (To Prospectus dated May 6, 2019) KUSHCO HOLDINGS, INC. 10,000,000 SHARES OF COMMON STOCK WARRANTS TO PURCHASE 5,000,000 SHARES OF COMMON STOCK We are offering 10,000,000 shares of our common stock, par value $0.001 per share, and warrants to purchase 5,000,000 shares of our common stock. The common stoc

February 10, 2020 EX-10.1

Form of Securities Purchase Agreement dated February 6, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418) filed February 10, 2020)

EX-10.1 5 tm206943d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [FORM OF SECURITIES PURCHASE AGREEMENT] THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 6th day of February, 2020, by and between KushCo Holdings, Inc., a Nevada corporation (the “Company”) and the purchaser executing the purchase signature page attached hereto (the “Purchaser”); WHEREAS, the Company

February 10, 2020 EX-10.2

Placement Agency Agreement dated as of February 6, 2020

EX-10.2 6 tm206943d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 February 6, 2020 KushCo Holdings, Inc. 6261 Katella Ave., Ste 250 Cypress, CA 90630 Attn: Nicholas Kovacevich Chief Executive Officer Dear Mr. Kovacevich: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and KushCo Holdings, Inc., a company incorporat

February 10, 2020 EX-99.1

KUSHCO HOLDINGS, INC. PRICES $16 MILLION REGISTERED DIRECT OFFERING

EX-99.1 7 tm206943d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KUSHCO HOLDINGS, INC. PRICES $16 MILLION REGISTERED DIRECT OFFERING CYPRESS, Calif., — February 6, 2020 — KushCo Holdings, Inc. (OTCQX: KSHB) (“KushCo” or the “Company”), today announced it has entered into definitive agreements with investors for the purchase and sale of 10,000,000 units, with each unit consisting of one share of common sto

February 10, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 tm206943d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction

February 10, 2020 EX-4.1

Form of Warrant

Exhibit 4.1 [FORM OF WARRANT] KUSHCO HOLDINGS, INC. Warrant To Purchase Common Stock Warrant No.: Date of Issuance: February , 2020 (“Issuance Date”) KushCo Holdings, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the “Holde

January 31, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fi

January 31, 2020 EX-99.1

Company’s Strategic Partnership Includes 19.9% Ownership Interest in Xtraction Services

Exhibit 99.1 KushCo Holdings to Offer Equipment Financing to Network of Thousands of Cannabis and CBD Operators by Acquiring Interest in Xtraction Services Company’s Strategic Partnership Includes 19.9% Ownership Interest in Xtraction Services CYPRESS, Calif., — January 31, 2020 — KushCo Holdings, Inc. (OTCQX: KSHB) (''KushCo'' or the ''Company''), the premier producer of ancillary products and se

January 23, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fi

January 9, 2020 10-Q

Form 10-Q for the fiscal quarter ended November 30, 2019

10-Q 1 tm201259d110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

January 8, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2020 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fil

January 8, 2020 EX-99.1

KushCo Holdings Reports Fiscal First Quarter 2020 Results Net Revenue Increased 38% Year-Over-Year to $35.0 Million with Gross Margin Up for the Fourth Consecutive Quarter

Exhibit 99.1 KushCo Holdings Reports Fiscal First Quarter 2020 Results Net Revenue Increased 38% Year-Over-Year to $35.0 Million with Gross Margin Up for the Fourth Consecutive Quarter CYPRESS, Calif., — January 8, 2020 — KushCo Holdings, Inc. (OTCQX: KSHB) (“KushCo” or the “Company”), the premier producer of ancillary products and services to the legal cannabis and CBD industries, today reported

January 8, 2020 10-K/A

amendment thereto filed with the SEC on January 8, 2020

10-K/A 1 tm201459-110ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Com

January 8, 2020 DEF 14A

Schedule 14A filed with the SEC on January 8, 2020

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule

November 12, 2019 10-K

Annual Report on Form 10-K for fiscal year ended August 31, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-55418 KUSHCO HOLDINGS, INC. (Exac

November 12, 2019 EX-4.1

Description of Registrant’s Securities.

Exhibit 4.1 DESCRIPTION OF SECURITIES The summary of the general terms and provisions of the capital stock of KushCo Holdings, Inc. (the “Company”) set forth below does not purport to be complete and is subject to and qualified by reference to the relevant provisions of the Company’s Amended and Restated Articles of Incorporation (as amended, the “Articles of Incorporation”), the Bylaws (“Bylaws,”

November 12, 2019 EX-4.11

Senior Note to HB Sub Fund II LLC, dated as of November 8, 2019.

Exhibit 4.11 THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE CHIEF FINANCIAL OFFICER, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). THE CHIEF FINANCIAL OFF

November 12, 2019 EX-21.1

Subsidiaries of the Registrant

EX-21.1 6 tm1921762d1ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of the Registrant Entity Name State/Territory of Organization Kush Energy, LLC Colorado Kush Supply Co. LLC Nevada Celeritas Industries, LLC Nevada Zack Darling Creative Associates, LLC California The Hybrid Creative LLC California Koleto Innovations LLC Nevada KIM International Corporation California KCH Distribution Inc. Brit

November 12, 2019 EX-10.23

Limited Consent and First Amendment to Financing Agreement, dated as of November 8, 2019, by and among KushCo Holdings, Inc., certain of its subsidiaries and Monroe Capital Management Advisors, LLC

Exhibit 10.23 Execution Version LIMITED CONSENT AND FIRST AMENDMENT TO FINANCING AGREEMENT LIMITED CONSENT AND FIRST AMENDMENT TO FINANCING AGREEMENT, dated as of November 8, 2019 (this “Consent”), to the Financing Agreement, dated as of August 21, 2019 (the “Financing Agreement”), by, among others, KUSHCO HOLDINGS, INC., a Nevada corporation, as parent (the “Parent”) and certain subsidiaries of t

November 12, 2019 EX-10.22

Second Exchange Agreement, dated as of November 8, 2019, by and between KushCo Holdings, Inc. and HB Sub Fund II LLC

Exhibit 10.22 EXECUTION COPY SECOND EXCHANGE AGREEMENT This Second Exchange Agreement (the “Agreement”) is entered into as of the 8th day of November, 2019, by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 6261 Katella Avenue, Suite 250, Cypress, CA 90630 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts: A. Prio

November 7, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fi

November 7, 2019 EX-99.1

KushCo Holdings Reports Fiscal Fourth Quarter and Full Year 2019 Results Net Revenue For Fiscal 2019 Increased 186% Year-Over-Year to $149.0 Million, Setting a New Company Record for Annual Revenue Company Issues Fiscal 2020 Net Revenue Guidance of B

Exhibit 99.1 KushCo Holdings Reports Fiscal Fourth Quarter and Full Year 2019 Results Net Revenue For Fiscal 2019 Increased 186% Year-Over-Year to $149.0 Million, Setting a New Company Record for Annual Revenue Company Issues Fiscal 2020 Net Revenue Guidance of Between $230 Million and $250 Million CYPRESS, Calif., — November 7, 2019 — KushCo Holdings, Inc. (OTCQX: KSHB) ("KushCo" or the "Company"

October 23, 2019 424B7

500,000 Shares of Common Stock KUSHCO HOLDINGS, INC.

Filed Pursuant to Rule 424(b)(7) Registration No. 333-233829 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated October 2, 2019) 500,000 Shares of Common Stock KUSHCO HOLDINGS, INC. This prospectus supplement No. 1 (this “Supplement”) supplements, updates and amends certain information contained in the prospectus dated October 2, 2019 (the “Prospectus”), covering the registration for resale by the s

October 7, 2019 SC 13G

KSHB / KUSH BOTTLES INC / Adage Capital Partners GP LLC - KUSHCO HOLDINGS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* KushCo Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 50133S103 (CUSIP Number) September 27, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to

October 3, 2019 424B3

500,000 Shares of Common Stock KUSHCO HOLDINGS, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-233829 PROSPECTUS 500,000 Shares of Common Stock KUSHCO HOLDINGS, INC. This prospectus relates to the resale by the investors listed in the section of this prospectus entitled “Selling Stockholders,” or the Selling Stockholders, of up to 500,000 shares, or the Shares, of our common stock, par value $0.001 per share, or Common Stock. The Shares

September 30, 2019 CORRESP

KSHB / KUSH BOTTLES INC CORRESP - -

September 30, 2019 Via EDGAR Edward M. Kelly U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: KushCo Holdings, Inc. Registration Statement on Form S-3 File No. 333-233829 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, KushCo Holdings, Inc., a Nevada corporation (the “Registrant”), hereby requests the above-r

September 26, 2019 S-3/A

KSHB / KUSH BOTTLES INC S-3/A - - S-3/A

As filed with the Securities and Exchange Commission on September 26, 2019 Registration No.

September 26, 2019 EX-10.2

Placement Agency Agreement, dated as of September 26, 2019, by and among KushCo Holdings, Inc., Jefferies LCC and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55418), filed September 26, 2019).

Exhibit 10.2 KUSHCO HOLDINGS, INC. PLACEMENT AGENCY AGREEMENT September 26, 2019 JEFFERIES LLC c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 and A.G.P./ALLIANCE GLOBAL PARTNERS c/o ALLIANCE GLOBAL PARTNERS 590 Madison Avenue, 36th Floor New York, New York 10022 Ladies and Gentlemen: Introductory. KushCo Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the

September 26, 2019 EX-4.1

Form of Warrant, dated as of September 30, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-55418), filed September 26, 2019).

Exhibit 4.1 [FORM OF WARRANT] KUSHCO HOLDINGS, INC. Warrant To Purchase Common Stock Warrant No.: Date of Issuance: September , 2019 (“Issuance Date”) KushCo Holdings, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the “Hold

September 26, 2019 EX-10.1

Form of Securities Purchase Agreement, dated as of September 26, 2019, by and among KushCo Holdings, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed September 26, 2019).

EX-10.1 4 tv530102ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of September, 2019, by and between KushCo Holdings, Inc., a Nevada corporation (the “Company”) and the purchaser executing the purchase signature page attached hereto (the “Purchaser”); WHEREAS, the Company has prepar

September 26, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission

September 26, 2019 EX-99.1

KUSHCO HOLDINGS, INC. PRICES $30 MILLION REGISTERED DIRECT OFFERING

EX-99.1 6 tv530102ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KUSHCO HOLDINGS, INC. PRICES $30 MILLION REGISTERED DIRECT OFFERING CYPRESS, CA / ACCESSWIRE / September 26, 2019 / KushCo Holdings, Inc. (OTCQX: KSHB) (“KushCo” or the “Company”), today announced it has entered into definitive agreements with investors for the purchase and sale of 17,197,570 units, with each unit consisting of one share of co

September 26, 2019 424B5

KUSHCO HOLDINGS, INC. 17,197,570 Shares of Common Stock WARRANTS TO PURCHASE 8,598,785 SHARES OF COMMON STOCK

424B5 1 tv529817-424b5.htm 424B5 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration Statement No. 333- 231019 PROSPECTUS SUPPLEMENT (To Prospectus dated May 6, 2019) KUSHCO HOLDINGS, INC. 17,197,570 Shares of Common Stock WARRANTS TO PURCHASE 8,598,785 SHARES OF COMMON STOCK We are offering 17,197,570 shares of our common stock, par value $0.001 per share and warrants to purchase 8,

September 18, 2019 S-3

Power of Attorney (included on the signature pages to this registration statement)

As filed with the Securities and Exchange Commission on September 18, 2019 Registration No.

September 13, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission

September 13, 2019 EX-99.1

KushCo Holdings, Inc. Reconfirms Fiscal 2019 Revenue Guidance

EX-99.1 2 tv529404ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KushCo Holdings, Inc. Reconfirms Fiscal 2019 Revenue Guidance GARDEN GROVE, CA / ACCESSWIRE / September 13, 2019 / KushCo Holdings, Inc. (OTCQX: KSHB) (“KushCo” or the “Company”), today announced that it is reconfirming its annual revenue guidance for its fiscal year ended August 31, 2019 of between $145 million and $150 million in sales. Majo

September 4, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission F

August 22, 2019 EX-99.1

KushCo Holdings Secures $50 Million Credit Facility from Monroe Capital LLC

Exhibit 99.1 KushCo Holdings Secures $50 Million Credit Facility from Monroe Capital LLC GARDEN GROVE, Calif., — August 22, 2019 / KushCo Holdings, Inc. (OTCQX: KSHB) (''KushCo'' or the ''Company''), today announced that it has closed on a $35 million revolving credit facility (the “Facility”) with Monroe Capital LLC (“Monroe”), with an uncommitted accordion of up to $15 million that would bring t

August 22, 2019 EX-4.4

Warrant to HB Sub Fund II LLC, dated as of August 21, 2019 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K (File No. 000-55418), filed August 22,2019).

Exhibit 4.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

August 22, 2019 EX-4.2

Registration Rights Agreement, dated as of August 21, 2019, by and among KushCo Holdings, Inc. and the investors listed therein

Exhibit 4.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 21, 2019, by and among KushCo Holdings, Inc., a Nevada corporation, with headquarters located at 11958 Monarch Street, Garden Grove, CA 92841 (the "Company"), and the investors listed on the Schedule of Subscribers attached hereto (each, a "Subscriber" and collectively,

August 22, 2019 EX-10.3

Exchange Agreement, dated as of August 21, 2019, by and among KushCo Holdings, Inc. and HB Sub Fund II LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-55418), filed August 22, 2019).

Exhibit 10.3 EXECUTION COPY EXCHANGE AGREEMENT This Exchange Agreement (the “Agreement”) is entered into as of the 21st day of August, 2019, by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 11958 Monarch Street, Garden Grove, CA 92841 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts: A. Prior to the date hereof,

August 22, 2019 EX-4.1

Form of Monroe Warrant

Exhibit 4.1 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI

August 22, 2019 EX-10.1

Financing Agreement, dated as of August 21, 2019, by and among Kim International Corporation and each of its parent and subsidiaries listed as a borrower, as Borrowers, each subsidiary of Borrowers listed as a guarantor, as Guarantors, the lenders from time to time a party thereto, as Lenders, and Monroe Capital Management Advisors, LLC, as Administrative Agent and Collateral Agent

Exhibit 10.1 FINANCING AGREEMENT Dated as of August 21, 2019 by and among KIM INTERNATIONAL CORPORATION AND EACH OF ITS PARENT AND SUBSIDIARIES LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF BORROWERS LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and Monroe Capital Management Advisor

August 22, 2019 EX-10.2

Subscription Agreement, dated as of August 21, 2019, by and among KushCo Holdings, Inc. and the subscribers listed therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55418), filed August 22, 2019).

Exhibit 10.2 EXECUTION VERSION SUBSCRIPTION AGREEMENT This Subscription Agreement is entered into and dated as of August 21, 2019 (this "Agreement"), by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 11958 Monarch Street, Garden Grove, CA 92841 (the "Company") and the Subscribers identified on the Schedule of Subscribers attached hereto (each, a "Subscriber" and, tog

August 22, 2019 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission Fil

August 22, 2019 EX-4.3

Senior Note to HB Sub Fund II LLC

EX-4.3 4 tv528136ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 THE ISSUANCE AND SALE OF THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT

August 8, 2019 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

August 8, 2019 EX-16.1

Letter from RBSM LLP to the Securities and Exchange Commission, dated August 8, 2019

EXHIBIT 16.1 RBSM LLP LARKSPUR, CA August 8, 2019 Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Kushco Holdings, Inc. (the “Company”) Form 8-K dated August 8, 2019 , and are in agreement with the statements relating only to RBSM LLP contained therein. We have no basis to agree or disagree with other statements of the Com

July 18, 2019 8-K

Other Events

8-K 1 tv5253508k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of in

July 12, 2019 SC 13G/A

KSHB / KUSH BOTTLES INC / Manasse Jason - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* KushCo Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 50133S 103 (CUSIP Number) July 11, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

July 9, 2019 10-Q

July 9, 2019

10-Q 1 tv52474410q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

June 11, 2019 EX-10.1

Amendment to Offer Letter by and between Rodrigo de Oliveira and KushCo Holdings, Inc., dated as of June 7, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed June 11, 2019).

Exhibit 10.1 June 7, 2019 Rodrigo De Oliveira RE: Promotion Dear Rodrigo De Oliveira, Congratulations! We are very pleased to offer you a new position with KUSHCO HOLDINGS, INC., a Nevada corporation (the “Company”) as a Chief Operating Officer. Your new position is subject to the terms and conditions set forth in this letter. This letter is to confirm our understanding with respect to your future

June 11, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File N

June 11, 2019 EX-99.1

KushCo Holdings Expands Leadership Team Rodrigo De Oliveira appointed to Chief Operating Officer, Calvin Coy to Vice President of Strategic Procurement, and Fabian Chavez to Vice President of Operations.

Exhibit 99.1 KushCo Holdings Expands Leadership Team Rodrigo De Oliveira appointed to Chief Operating Officer, Calvin Coy to Vice President of Strategic Procurement, and Fabian Chavez to Vice President of Operations. GARDEN GROVE, Calif., June 11, 2019 – KushCo Holdings, Inc. (OTCQB: KSHB) (“KushCo” or the “Company”), today announced that Rodrigo De Oliveira has been named the Chief Operating Offi

May 2, 2019 CORRESP

KSHB / KUSH BOTTLES INC CORRESP - -

KushCo Holdings, Inc. 11958 Monarch Street Garden Grove, California 92841 May 2, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: KushCo Holdings, Inc. (the “Company”) Registration Statement on Form S-3 File No. 333-231019 Request for Acceleration Ladies and Gentlemen: In accordance with Rule 461 under th

April 30, 2019 EX-4.1

Form of Senior Note.

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION

April 30, 2019 EX-99.1

KUSHCO HOLDINGS, INC. ANNOUNCES THE PRIVATE PLACEMENT OF US$21,300,000 SENIOR UNSECURED NOTE

Exhibit 99.1 KUSHCO HOLDINGS, INC. ANNOUNCES THE PRIVATE PLACEMENT OF US$21,300,000 SENIOR UNSECURED NOTE Garden Grove, California, April 30, 2019 – KushCo Holdings, Inc. (OTCQB:KSHB) (“KushCo” or the “Company”), the parent company of innovative industry leaders such as Kush Supply Co., Kush Energy, The Hybrid Creative, and Koleto Innovations, which provide a range of products and services for a v

April 30, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

April 30, 2019 EX-10.1

Securities Purchase Agreement, dated as of April 29, 2019, between KushCo Holdings, Inc. and HB Sub Fund II LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed April 30, 2019).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2019, is by and among KushCo Holdings, Inc., a Nevada corporation with offices located at 11958 Monarch Street, Garden Grove, CA 92841 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers

April 25, 2019 S-8

KSHB / KUSH BOTTLES INC FORM S-8

S-8 1 tv519447s8.htm FORM S-8 As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KushCo Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 46-5268202 (State or other jurisdiction of incorporation

April 25, 2019 S-3

KSHB / KUSH BOTTLES INC FORM S-3

As filed with the Securities and Exchange Commission on April 24, 2019 Registration No.

April 25, 2019 EX-4.2

Form of indenture for subordinated debt securities and the related form of subordinated debt security (incorporated by reference to Exhibit 4.2 to the Form S-3 (File No. 333-231019), filed April 25, 2019).

Exhibit 4.2 KUSHCO HOLDINGS, INC. TO Trustee Indenture Dated as of , 20 Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 12 SECTION 103. Form of Documents Delivered to Trustee 12 SECTION 104. Acts of Holders 13 SECTION 105. Notices, etc., to Truste

April 25, 2019 EX-4.1

Form of indenture for senior debt securities and the related form of senior debt security (incorporated by reference to Exhibit 4.1 to the Form S-3 (File No. 333-231019), filed April 25, 2019).

Exhibit 4.1 KUSHCO HOLDINGS, INC. TO Trustee Indenture Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 10 SECTION 103. Form of Documents Delivered to Trustee 11 SECTION 104. Acts of Holders 11 SECTION 105. Notices, etc., to Trustee and

April 15, 2019 10-Q

April 15, 2019

10-Q 1 tv51881210q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

April 15, 2019 EX-10.7

KushCo Holdings, Inc. 2016 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q (File No. 000-55418), filed April 15,2019).

Exhibit 10.7 KUSHCO HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN Adopted February 9, 2016, amended on May 8, 2018 and on February 21, 2019 THIS KUSHCO HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN (the “Plan”) is designed to retain directors, executives, officers, selected employees, and consultants and reward them for making contributions to the success of the Company. These objectives are accomplished by

April 11, 2019 EX-99.1

KushCo Holdings Reports Second Fiscal Quarter 2019 Results Net revenue increased 240% year-over-year to approximately $35 million, setting a new company record for quarterly revenue; Company raises full year fiscal 2019 net revenue guidance up to $14

EX-99.1 2 tv518723ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KushCo Holdings Reports Second Fiscal Quarter 2019 Results Net revenue increased 240% year-over-year to approximately $35 million, setting a new company record for quarterly revenue; Company raises full year fiscal 2019 net revenue guidance up to $140 million to $150 million GARDEN GROVE, Calif., April 11, 2019 – KushCo Holdings, Inc. (OTCQB:

April 11, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

April 11, 2019 10-K/A

April 11, 2019

10-K/A 1 tv51836710ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Com

April 11, 2019 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Entity Name State/Territory of Organization KIM International Corporation California KBCMP, Inc. Delaware CMP Wellness, LLC California Dank Bottles, LLC Colorado KCH Energy, LLC Colorado Zack Darling Creative Associates, LLC California The Hybrid Creative, LLC California KCH Distribution Inc. British Columbia

April 11, 2019 10-Q/A

April 11, 2019

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55418

April 9, 2019 NT 10-Q

KSHB / KUSH BOTTLES INC NT 10-Q

NT 10-Q 1 tv518461nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-55418 FORM 12b-25 CUSIP Number 50133S103 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: February 28, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ T

April 9, 2019 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission File

April 9, 2019 EX-99.1

KushCo Holdings to Report Second Fiscal Quarter 2019 Earnings on Thursday, April 11, 2019 KushCo Announces Decision to Restate Prior Period Financial Statements for Fiscal Years 2018 and 2017 for Non-Cash Items Related to Acquisitions of CMP Wellness

Exhibit 99.1 KushCo Holdings to Report Second Fiscal Quarter 2019 Earnings on Thursday, April 11, 2019 KushCo Announces Decision to Restate Prior Period Financial Statements for Fiscal Years 2018 and 2017 for Non-Cash Items Related to Acquisitions of CMP Wellness, Summit Innovations and Hybrid Creative GARDEN GROVE, Calif., April 9, 2019 – KushCo Holdings, Inc. (OTCQB: KSHB) (“KushCo” or the “Comp

March 5, 2019 EX-10.3

Amendment to Offer Letter, dated as of February 27, 2019, by and between KushCo Holdings, Inc. and Christopher Tedford (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-55418), filed March 5, 2019).

Exhibit 10.3 February 27th, 2019 RE: Bonus Restructure and Equity Increase Christopher Tedford Dear Mr. Tedford, Congratulations! We are very pleased to offer you an updated Bonus Structure and Equity Increase effective March 1st, 2019 to recognize your efforts in your role as a Chief Financial Officer. Following six (6) months from your Commencement Date with KushCo Holdings, you will be eligible

March 5, 2019 EX-10.2

Offer Letter, dated as of February 27, 2019, by and between KushCo Holdings, Inc. and Jason Vegotsky (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-55418), filed March 5, 2019).

Exhibit 10.2 February 27th, 2019 RE: Promotion Jason Vegotsky Congratulations! We are very pleased to offer you a new position with KUSHCO HOLDINGS, INC., a Nevada corporation (the "Company") as a Chief Revenue Officer/President of Kush Supply Co. Your new position is subject to the terms and conditions set forth in this letter. This letter is to confirm our understanding with respect to your futu

March 5, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission F

March 5, 2019 EX-10.1

Offer Letter, dated as of February 27, 2019, by and between KushCo Holdings, Inc. and Rodrigo de Oliveira (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed March 5, 2019).

Exhibit 10.1 February 27th, 2019 Rodrigo De Oliveira Dear Mr. Oliveira, Congratulations! We are very pleased to offer you a new position with KUSHCO HOLDINGS, INC., a Nevada corporation (the "Company") as an Interim Chief Operations Officer. Your new position is subject to the terms and conditions set forth in this letter. This letter is to confirm our understanding with respect to your future emp

February 28, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tv5149218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of inc

February 28, 2019 EX-10.1

Severance Agreement, dated as of February 22, 2019, by and between KushCo Holdings, Inc. and Jim McCormick (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-55418), filed February 28, 2019).

Exhibit 10.1 SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release (this “Agreement”), dated as of the last date set forth on the signature page hereof but effective as of the Effective Date defined in Section 3 below, is hereby made and entered into by and between KushCo Holdings, Inc. (the “Company”) and Jim McCormick (“Executive”). RECITALS A. Executive was employed by the Compan

February 22, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission F

February 13, 2019 SC 13G/A

KSHB / KUSH BOTTLES INC / Nicols Theodore - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* KushCo Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 50133S 103 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

February 13, 2019 SC 13G/A

KSHB / KUSH BOTTLES INC / Manasse Jason - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* KushCo Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 50133S 103 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

February 11, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2019 KUSHCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-55418 46-5268202 (State or other jurisdiction of incorporation) (Commission F

February 11, 2019 EX-99.1

KushCo Holdings Announces Strategic Changes to its Executive Leadership Team

EX-99.1 2 tv513103ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 KushCo Holdings Announces Strategic Changes to its Executive Leadership Team GARDEN GROVE, Calif., February 11, 2019 – KushCo Holdings, Inc. (OTCQB: KSHB) (“KushCo” or the “Company”), the parent company of innovative cannabis industry leaders such as Kush Supply Co., Kush Energy, The Hybrid Creative, and Koleto Innovations, today announced sev

January 23, 2019 SC 13D/A

KSHB / KUSH BOTTLES INC / Kovacevich Nicholas - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) KushCo Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 50133S 103 (CUSIP Number) Nicholas Kovacevich KushCo Holdings, Inc. 11958 Monarch Street Garden Grove, CA 92841 (Name, Address and Telephone Num

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