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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 31, 2023
STRAN & COMPANY, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
|
001-41038 |
|
04-3297200 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2 Heritage Drive, Suite 600, Quincy, MA |
|
02171 |
(Address of principal executive offices) |
|
(Zip Code) |
800-833-3309 |
(Registrant’s telephone number, including area code) |
|
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
SWAG |
|
The NASDAQ Stock Market LLC |
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.81375 |
|
SWAGW |
|
The NASDAQ Stock Market LLC |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02. Results of Operations and Financial Condition.
On October 31, 2023,
Stran & Company, Inc. (the “Company”) issued a press release providing a business update and reporting its financial results
for the quarter ended September 30, 2023. The press release also announced that the Company will hold a conference call at 10:00 A.M.
Eastern Time on November 6, 2023 to discuss its financial results for the quarter ended September
30, 2023, the Company’s corporate progress and other developments. A copy of the press
release is furnished as Exhibit 99.1 to this report.
The
information furnished pursuant to this Item 2.02 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities
Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The press release and the
statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally
relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements
because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “should,” “seeks,” “future,”
“continue,” “plan,” “target,” “predict,” “potential,” or the negative of such
terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating
to expectations about future results or events are based upon information available to the Company as of today’s date and are not
guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. Forward-looking statements
include, but are not limited to, the Company’s expectations regarding synergies from its acquired businesses, its financial position
and operating performance, its expectations regarding its business initiatives, the Company’s expectations about its operating performance,
trends in its business, the effectiveness of its strategies, its market opportunity, and demand for its products and services in general.
The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject
to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties
described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other
filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning
the Company or other matters and that are attributable to the Company or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to
reflect events or circumstances that may arise after the date hereof, except as required by law.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: October 31, 2023 |
STRAN & COMPANY, INC. |
|
|
|
/s/ Andrew Shape |
|
Name: |
Andrew Shape |
|
Title: |
President and Chief Executive Officer |
2
Exhibit 99.1
Stran & Company
Schedules Third Quarter 2023 Financial Results and Business Update Conference Call
Quincy, MA / October 31, 2023 / Stran &
Company, Inc. (“Stran” or the “Company”) (NASDAQ: SWAG) (NASDAQ: SWAGW), a leading outsourced marketing solutions
provider that leverages its promotional products and loyalty incentive expertise, today announced it will host a conference call
at 10:00 A.M. Eastern Time on Monday, November 6, 2023, to discuss the Company’s financial results for the third quarter of 2023
ended September 30, 2023, as well as the Company’s corporate progress and other developments.
The conference call will be available via telephone
by dialing toll free 888-506-0062 for U.S. callers or +1 973-528-0011 for international callers and using entry code: 926511. A webcast
of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2855/49360 or on the Investor Relations section of the Company’s
website at ir.stran.com/news-events/ir-calendar.
A webcast replay will be available on the Investor
Relations section of the Company’s website (ir.stran.com/news-events/ir-calendar), through November 6, 2024. A telephone replay
of the call will be available approximately one hour following the call, through November 20, 2023, and can be accessed by dialing 877-481-4010
for U.S. callers or +1 919-882-2331 for international callers and entering conference ID: 49360.
About Stran
Over the past 27 years, Stran has grown to become
a leader in the promotional products industry, specializing in complex marketing programs to help recognize the value of promotional products,
branded merchandise, and loyalty incentive programs as a tool to drive awareness, build brands and impact sales. Stran is the chosen promotional
programs manager of many Fortune 500 companies, across a variety of industries, to execute their promotional marketing, loyalty and incentive,
sponsorship activation, recruitment, retention, and wellness campaigns. Stran provides world-class customer service and utilizes cutting-edge
technology, including efficient ordering and logistics technology to provide order processing, warehousing and fulfillment functions.
The Company’s mission is to develop long-term relationships with its clients, enabling them to connect with both their customers
and employees in order to build lasting brand loyalty. Additional information about the Company is available at www.stran.com.
Forward Looking Statements
This press release contains “forward-looking
statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained
in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by
the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,”
“expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “target,” “aim,” “should,” “will” “would,”
or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking
statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that
are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove
to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the
Company’s periodic reports which are filed with the Securities and Exchange Commission. Forward-looking statements contained in
this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable
law.
Contacts:
Investor Relations Contact:
Crescendo Communications, LLC
Tel: (212) 671-1021
SWAG@crescendo-ir.com
Press Contact:
Howie Turkenkopf
press@stran.com
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