8-K
Stran & Company, Inc. (SWAG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
January 4, 2023
| STRAN & COMPANY, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-41038 | 04-3297200 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>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 January 4, 2023, Stran & Company, Inc. (the “Company”) issued a statement to stockholders from the Company’s Chief Executive Officer, Andrew Shape. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1), 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, whether filed before or after the date hereof and regardless of any general incorporation language in such 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 of 1933, and Section 21E of the Securities Exchange Act of 1934, 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 in the press release and shareholder letter 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 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 contained in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other Securities and Exchange Commission filings. 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.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated January 4, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: January 4, 2023 | STRAN & COMPANY, INC. |
|---|---|
| /s/ Andrew Shape | |
| Name: Andrew Shape | |
| Title: President and Chief Executive Officer |
2
Exhibit 99.1
Stran & Company CEO Delivers 2022 Reviewto Shareholders
Reaffirms outlook for continued growth in 2023
Quincy, MA / January 4, 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 provided the following business update from the Company’s CEO, Andy Shape:
“As we enter 2023 and conclude a very busy and growth-oriented 2022, I’d like to take time to reflect on our achievements and plans moving into the new year. During the year, we achieved a number of important milestones that we believe further solidified our foundation for ongoing success in the $23 billion promotional products industry. Specifically, we secured several meaningful multi-year contracts, completed complementary acquisitions, expanded our experienced executive team**,** advanced our technology offerings, and launched initiatives to further accelerate growth—culminating in 50% year-over-year revenue growth for the nine months ended 2022 compared to the same period in 2021.
“We started 2022 by securing a multi-year contract with a large national healthcare company. This contract demonstrated our ability to shape consumer behavior by providing incentive products and literature to consumers, which, in turn may allow us to expand our business within the healthcare industry. The healthcare industry is among the industries with the largest budgets for utilizing promotional products as a marketing tool to increase brand awareness and engage with consumers. More recently, we secured a significant contract with a leading North American infrastructure services company to provide promotional products and services. We were selected by this company due to our solid reputation in the industry and ability to provide exceptional products, while assisting them in reaching their goal of increasing their market awareness and customer loyalty. I’d like to note that this contract came as a referral from an existing customer, which we believe validates our ability to execute efficiently and effectively. Furthermore, we have secured additional contracts throughout the year that support our ongoing operations and allow us to increase our presence within existing markets as well as enter new markets.
“In addition to the contracts mentioned above, we also expanded our customer-facing technology offerings by launching more than 35 online stores for various customers throughout the year. These online stores provide long-term value to our customers and help us develop them into repeat programmatic customers. We also continue to make investments into the full implementation and adoption of Oracle’s NetSuite as our enterprise resource planning system that we believe will create internal efficiencies and visibility into our business processes and operations.
“On the M&A front, we continue to execute on our strategy and have completed meaningful and complementary acquisitions. In February, we completed the acquisition of G.A.P. Promotions, LLC (GAP Promo). This acquisition aligned seamlessly with our strategy to enhance our expertise in additional verticals. Specifically, with GAP Promo, we improved our capabilities within the beverage market and added an impressive roster of top-tier beverage and consumer packaged good clients to our portfolio. GAP Promo has been profitable since inception and has provided us with a revenue stream that we intend to enhance over time. In September, we acquired Houston area-based Trend Promotional Marketing Corporation (d/b/a Trend Brand Solutions) (Trend), a leading global brand solutions company, which strategically broadened our geographic reach in the southern United States. Given Trend’s brand recognition and ideal location, we have gained further access to the Texas market, especially the Houston area, which is home to two dozen Fortune 500 companies, and ranks third among metro areas in Fortune 500 headquarters locations. And lastly, in December, we successfully completed our third acquisition of 2022 with Premier Business Services (Premier NYC), an established promotional products business located in Larchmont, New York. With over 30 years of experience in the promotional products industry, Premier NYC has developed a number of long-term client relationships with large law firms and other elite customers, which we intend to leverage by enhancing their solutions through implementation of our proven technologies.
“Looking ahead, we strive to be a leader in the promotional products industry and intend to do this by promoting brand awareness and affecting behavior through visual, creative and technology solutions. Given our ability to effectively execute on our business strategy, including securing meaningful contracts and completing accretive acquisitions that increase our geographic footprint, while complementing our capabilities, we believe we have positioned the company for continued success.
“2022 was our first full reporting year as a public company, and within that year we set goals and put initiatives into place that may strengthen our position for accelerated growth in 2023 and beyond. Demonstrating our confidence in the business, we implemented and executed a stock buyback program and have repurchased approximately 1.7 million common shares, which we believe will help drive long-term shareholder value. We remain committed to our growth strategy and are encouraged by the outlook for the business. We are excited to see what 2023 has in store for Stran and look forward to announcing additional developments as they unfold.”
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 releasecontains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other thanstatements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained inthis 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 statementscontain 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 futureevents that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “RiskFactors” in the Company’s periodic reports which are filed with the Securities and Exchange Commission. Forward-looking statementscontained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as requiredunder applicable law.
Contacts:
Investor Relations Contact:
Crescendo Communications, LLC
Tel: (212) 671-1021
SWAG@crescendo-ir.com
Press Contact:
Howie Turkenkopf
press@stran.com