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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):
September 5, 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 7.01.
Regulation FD Disclosure.
On September 5,
2023, Stran & Company, Inc. (the “Company”) issued a press release announcing that it has resumed its stock repurchase
program and noting recent management purchases of the Company’s common stock. A copy of the press release is furnished as Exhibit
99.1 to this report.
The information
furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes of Section
18 of 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, 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 its financial position and operating performance, its expectations
regarding its business initiatives, the Company’s expectations about the impact on the price or value of its shares from its stock
repurchase program, its operating performance, trends in its business, the effectiveness of its growth strategy, 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 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: September 5, 2023 |
STRAN & COMPANY, INC. |
|
|
|
/s/ Andrew Shape |
|
Name: |
Andrew Shape |
|
Title: |
President and Chief Executive Officer |
2
Exhibit 99.1
Stran
& Company Resumes Stock Repurchase Program, Notes Recent Management SWAG Purchases
Quincy,
MA / September 5, 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
that it has resumed its previously announced stock repurchase program and noted recent management stock purchases.
As
previously announced, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program in February
2022 under which the Company may repurchase up to $10 million of its outstanding shares of common stock in the open market, in accordance
with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (“Rule
10b-18”). The Company has repurchased approximately $3.3 million worth of stock as of June 30, 2023. Members of Company management
have also reported purchases of the Company’s stock in the open market.
“Given
our strong financial position combined with our confidence in the outlook of the business, we have resumed our stock repurchase program,”
commented Andy Shape, President and CEO of Stran. “While there are limitations as to how many shares we are allowed to repurchase
at any given time, we believe the stock repurchase program can be an effective tool to drive long-term shareholder value given the volatility
in the capital markets. In addition, we have noted that Company management has recently purchased shares in the open market, which we
believe illustrates our confidence in the business growth strategy, including completing multiple accretive acquisitions, increasing
marketing efforts, and building out our technology platform for customers’ promotional e-commerce objectives. Moving forward, we
will continue to pursue our growth strategy to increase organic revenue, improve margin, and promote long-term, sustainable profitability.”
The
Company’s decision to repurchase its shares, as well as the timing of such repurchases, will depend on a variety of factors that
include ongoing assessments of the Company’s capital needs, market conditions and the price of its common stock, and other corporate
considerations, as determined by management. Repurchases will also only be made in accordance with the Company’s insider trading
policy as if such purchases were made by a person covered by the policy. The Company’s insider trading policy generally permits
insider purchases of the Company’s stock only during the period beginning on the second business day following the day of public
release of its quarterly or annual earnings and ending on the last day of the then-current quarter. There is no defined number of
shares to be repurchased over a specified timeframe through the life of the stock repurchase program. The repurchase authorization
has no expiration date but may be suspended or discontinued at any time. Stock repurchases are paid using cash generated by operations.
Purchases
of Company stock by Company management are permitted in accordance with the Company’s insider trading policy.
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) 671-1021s
SWAG@crescendo-ir.com
Press
Contact:
Howie
Turkenkopf
press@stran.com
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