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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): February 3, 2025
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 February 3,
2025, Stran & Company, Inc. (the “Company”) issued a press release providing a business update and reporting selected
financial results for the fourth fiscal quarter and fiscal year ended December 31, 2024. 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 attached as
Exhibit 99.1 hereto 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 its ability to comply with stock exchange listing rules and
the periodic report filing requirements under the Exchange Act and the rules and regulations thereunder, 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, 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 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: February 3, 2025 |
STRAN & COMPANY, INC. |
|
|
|
/s/
Andrew Shape |
|
Name: |
Andrew Shape |
|
Title: |
President and Chief Executive Officer |
2
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1872525/000121390025009125/ex99-1_001.jpg)
Stran & Company Reports Preliminary Unaudited
Revenue Growth of 17.8% for Fourth Quarter 2024 and 9.3% for Full Year 2024
Continues Strong Performance with Acquisition
of Gander Group™ Assets
Quincy, MA / February 3, 2025 / 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 reported preliminary selected unaudited results
for the fourth quarter and full year ended December 31, 2024.
For the fourth quarter of 2024, revenue is expected
to be approximately $27 million, reflecting a 17.8% increase compared to approximately $23 million expected to be reported for the fourth
quarter of 2023 on a restated basis. For the full year 2024, revenue is projected to reach approximately $83 million, representing a 9.3%
increase from $76 million in 2023. The Company expects to report that it had approximately $18 million in cash equivalents and investments
and no long-term debt as of December 31, 2024.
“We are pleased to report another strong
quarter and full year of revenue growth, reflecting the successful execution of our expansion strategy, including the ongoing integration
of the assets of Gander Group™,” commented Andy Shape, President and CEO of Stran. “With our enhanced capabilities and
expanded customer base in the gaming, casino, and entertainment sectors, we continue to identify new cross-selling opportunities and drive
operational efficiencies. Looking ahead, we remain optimistic about our long-term growth prospects and will continue to invest in strategic
initiatives to maximize value for our shareholders. Lastly, our focus remains on the preparation and subsequent completion of our interim
and annual 2024 financial statements.”
The selected unaudited results in this press release
are preliminary and subject to the completion of accounting and year-end audit procedures and are therefore subject to adjustment.
About Stran
For over 30 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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