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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): August 12, 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.)

 

500 Victory Road, Suite 301, Quincy, MA   02171
(Address of principal executive offices)   (Zip Code)

 

800-833-3309
(Registrant’s telephone number, including area code)

 

2 Heritage Drive, Suite 600, Quincy, MA 02171
(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 August 12, 2025, Stran & Company, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2025 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 to this report. The press release also announced that the Company will hold a conference call at 10:00 a.m. Eastern Time on August 13, 2025 to discuss its financial results for the fiscal quarter ended June 30, 2025, 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 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 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 growth strategies, its market opportunities, 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 section titled “Risk Factors” in the Company’s periodic reports 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

 

Exhibit No.   Description of Exhibit
99.1   Press Release dated August 12, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: August 12, 2025 STRAN & COMPANY, INC.
   
  /s/ Andrew Shape
  Name:  Andrew Shape
  Title: President and Chief Executive Officer

 

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Exhibit 99.1

 

 

Stran & Company Achieves 95.2% Increase in Sales to Approximately $32.6 Million for the Second Quarter of 2025

 

Reports Positive Net Income for the Three and Six Months Ended June 30, 2025

 

Executes Share Repurchase Program and Maintains Strong Balance Sheet
with Approximately $18.1 Million in Cash, Cash Equivalents, and Investments

 

Conference Call Scheduled for Wednesday, August 13th at 10:00 A.M. ET

 

Quincy, MA / August 12, 2025 / Stran & Company, Inc. (“Stran” or the “Company”) (NASDAQ: SWAG) (NASDAQ: SWAGW), a leading provider of outsourced marketing solutions specializing in promotional products and loyalty incentives, today announced its financial results for the three and six months ended June 30, 2025, and provided a business update. Management will host a conference call at 10:00 a.m. Eastern Time on Wednesday, August 13, 2025.

 

“We’re excited to report a remarkable 95.2% year-over-year increase in sales, reaching approximately $32.6 million for the second quarter of 2025,” commented Andy Shape, Chief Executive Officer of Stran. “Our gross profit increased by more than 80%, driven by robust organic sales growth of 30.4%. For the first half of 2025, sales climbed by 72.5% to roughly $61.3 million, with gross profit rising 65.6% to approximately $18.4 million. While the August 2024 addition of the Gander Group segment has impacted our overall margin mix, our continued sales momentum and strong financial results underscore Stran’s resilience and leadership in the marketplace—even as many industry peers face headwinds.”

 

Mr. Shape continued, “Our industry achievements were recently recognized by the Advertising Specialty Institute (ASI), which advanced Stran to #23 in its 2025 Counselor Top 40 distributors list, up from #27 last year. This distinction positions us among the largest and most influential promotional products distributors in North America, reflecting our sustained growth, innovative strategies, and unwavering commitment to client success. We’re also proud to welcome new board members Mark Adams, Sarah Cummins, and Brian Posner, who bring a wealth of experience across media, private equity, sports, consumer brands, and public company finance. Their leadership significantly enhances our board’s strategic perspective and aligns with our vision for continued operational excellence and innovation.”

 

Mr. Shape also stated, “In addition, following our Combined 2024/2025 Annual Meeting of Stockholders, Stran is now fully compliant with all Nasdaq continued listing requirements, further solidifying our governance foundation as a public company. With a robust balance sheet featuring approximately $18.1 million in cash, cash equivalents, and investments, we remain well-positioned to pursue strategic growth opportunities and invest in long-term value creation. During the quarter, we executed our share repurchase program—acquiring approximately 110,000 shares at an average price of $1.32, for a total investment of about $145,600—demonstrating our confidence in the business and our steadfast commitment to shareholder value.”

 

Mr. Shape concluded, “As we look ahead, our enhanced board, industry recognition, and disciplined financial strategy have set the stage for continued growth and success. Stran is excited to build on this momentum and deliver even greater value to our clients, team members, and shareholders.”

 

 

 

 

Financial Results for the Three Months ended June 30, 2025

 

Sales increased 95.2% to approximately $32.6 million for the three months ended June 30, 2025, from approximately $16.7 million for the three months ended June 30, 2024. Sales by the Stran segment (which consists of the Stran business not including the former Gander Group business) increased to approximately $21.8 million for the three months ended June 30, 2025 from approximately $16.7 million for the three months ended June 30, 2024. Sales by our SLS segment (which consists of the former Gander Group business) increased to approximately $10.8 million for the three months ended June 30, 2025 from $0 for the three months ended June 30, 2024.

 

Gross profit increased 80.5% to approximately $9.9 million, or 30.3% of sales, for the three months ended June 30, 2025, from approximately $5.5 million, or 32.8% of sales, for the three months ended June 30, 2024. Gross profit margin decreased to 30.3% for the three months ended June 30, 2025 from 32.8% for the three months ended June 30, 2024 primarily due to the acquisition of the Gander Group business in August 2024, which operates at a lower gross margin than the Stran segment.

 

Operating expenses increased 44.1% to approximately $9.5 million for the three months ended June 30, 2025, from approximately $6.6 million for the three months ended June 30, 2024. As a percentage of sales, operating expenses decreased to 29.1% for the three months ended June 30, 2025, from 39.4% for the three months ended June 30, 2024.

 

Net income for the three months ended June 30, 2025 was approximately $0.6 million, compared to net loss of approximately $(1.0) million for the three months ended June 30, 2024.

 

Financial Results for the Six Months ended June 30, 2025

 

Sales increased 72.5% to approximately $61.3 million for the six months ended June 30, 2025, from approximately $35.5 million for the six months ended June 30, 2024. Sales by the Stran segment increased to approximately $42.7 million for the six months ended June 30, 2025 from approximately $35.5 million for the six months ended June 30, 2024. Sales by the SLS segment increased to approximately $18.6 million for the six months ended June 30, 2025 from $0 for the six months ended June 30, 2024.

 

Gross profit increased 65.6% to approximately $18.4 million, or 30.0% of sales, for the six months ended June 30, 2025, from approximately $11.1 million, or 31.2% of sales, for the six months ended June 30, 2024. Gross profit margin decreased to 30.0% for the six months ended June 30, 2025 from 31.2% for the six months ended June 30, 2024 primarily due to the acquisition of the Gander Group business in August 2024, which operates at a lower gross margin than the Stran segment.

 

Operating expenses increased 43.8% to approximately $18.5 million for the six months ended June 30, 2025, from approximately $12.9 million for the six months ended June 30, 2024. As a percentage of sales, operating expenses decreased to 30.2% for the six months ended June 30, 2025, from 36.2% for the six months ended June 30, 2024.

 

Net income for the six months ended June 30, 2025 was approximately $0.3 million, compared to net loss of approximately $(1.5) million for the six months ended June 30, 2024.

 

Webcast and Conference Call

 

Management will host a webcast and conference call at 10:00 A.M. Eastern Time on Wednesday, August 13, 2025, to discuss the Company’s financial results for the second quarter of 2025 ended June 30, 2025, 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: 317692. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2855/52808 or on the company’s Investors section of the website: ir.stran.com/news-events/ir-calendar.

 

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A webcast replay will be available on the Investor Relations section of the Company’s website (ir.stran.com/news-events/ir-calendar) through August 13, 2026. A telephone replay of the call will be available approximately one hour following the call, through August 27, 2025, 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: 52808.

 

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 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 growth strategies, its market opportunities, and demand for its products and services in general. 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

[email protected]

 

Press Contact:

 

Howie Turkenkopf
[email protected]

 

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CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

   June 30,
2025
   December 31,
2024
 
   (Unaudited)     
ASSETS        
CURRENT ASSETS:        
Cash and cash equivalents  $13,070   $9,358 
Investments   4,997    8,856 
Accounts receivable, net   22,063    18,092 
Accounts receivable - related parties, net   402    573 
Inventory   6,736    5,389 
Prepaid corporate taxes       28 
Prepaid expenses   2,391    2,308 
Deposits   467    423 
Other current assets   4    455 
Total current assets   50,130    45,482 
           
Property and equipment, net   1,618    1,701 
           
OTHER ASSETS:          
Intangible assets - customer lists, net   3,934    4,170 
Intangible assets - trade name   654    654 
Goodwill   2,321    2,321 
Other assets   222    23 
Right of use assets   2,336    797 
Total other assets   9,467    7,965 
Total assets  $61,215   $55,148 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
CURRENT LIABILITIES:          
Accounts payable and accrued expenses  $9,513   $8,919 
Accrued payroll and related   2,044    1,513 
Unearned revenue   4,817    4,423 
Rewards program liability   9,000    6,000 
Sales tax payable   315    353 
Corporate taxes payable   9     
Current portion of contingent earn-out liabilities   105    256 
Current portion of installment payment liabilities   158    365 
Current portion of lease liabilities   661    366 
Total current liabilities   26,622    22,195 
           
LONG-TERM LIABILITIES:          
Long-term contingent earn-out liabilities   455    455 
Long-term installment payment liabilities   425    425 
Long-term lease liabilities   1,880    432 
Total long-term liabilities   2,760    1,312 
Total liabilities   29,382    23,507 
           
Commitments and contingencies          
           
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively        
Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,546,461 and 18,598,574 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively   2    2 
Additional paid-in capital   38,285    38,391 
Accumulated deficit   (6,492)   (6,742)
Accumulated other comprehensive income (loss)   38    (10)
Total stockholders’ equity   31,833    31,641 
Total liabilities and stockholders’ equity  $61,215   $55,148 

 

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CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(in thousands, except share and per share amounts)

(unaudited)

 

   For the Three Months Ended
June 30,
   For the Six Months Ended
June 30,
 
   2025   2024   2025   2024 
SALES                
Sales  $32,577   $16,693   $61,271   $35,474 
Sales – related parties               46 
Total sales   32,577    16,693    61,271    35,520 
                     
COST OF SALES:                    
Cost of sales   22,708    11,226    42,920    24,405 
Cost of sales - related parties               35 
Total cost of sales   22,708    11,226    42,920    24,440 
                     
GROSS PROFIT   9,869    5,467    18,351    11,080 
                     
OPERATING EXPENSES:                    
General and administrative expenses   9,474    6,575    18,491    12,857 
Total operating expenses   9,474    6,575    18,491    12,857 
                     
INCOME (LOSS) FROM OPERATIONS   395    (1,108)   (140)   (1,777)
                     
OTHER INCOME:                    
Other income   285    1    280    16 
Interest income   77    82    119    175 
Realized gain on investments       3    67    73 
Total other income   362    86    466    264 
                     
INCOME (LOSS) BEFORE INCOME TAXES   757    (1,022)   326    (1,513)
                     
Provision for income taxes   114    3    76    3 
                     
NET INCOME (LOSS)  $643   $(1,025)  $250   $(1,516)
                     
NET INCOME (LOSS) PER COMMON SHARE                    
Basic  $0.03   $(0.06)  $0.01   $(0.08)
Diluted  $0.03   $(0.06)  $0.01   $(0.08)
                     
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING                    
Basic   18,592,339    18,589,086    18,600,373    18,581,957 
Diluted   18,596,826    18,589,086    18,603,432    18,581,957 

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(in thousands)

(unaudited)

 

   2025   2024 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income (loss)  $250   $(1,516)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:          
Depreciation and amortization   521    341 
Noncash operating lease expense   537    274 
Change in allowance for credit losses   360    (288)
Noncash interest accretion   23    72 
Stock-based compensation   40    170 
           
Changes in operating assets and liabilities:          
Accounts receivable, net   (4,331)   4,496 
Accounts receivable – related parties, net   172    25 
Inventory   (1,347)   808 
Prepaid corporate taxes   29    30 
Prepaid expenses   (82)   336 
Deposits   (44)   (193)
Other assets   252     
Accounts payable and accrued expenses   590    (871)
Accrued payroll and related   531    (1,357)
Unearned revenue   395    (262)
Rewards program liability   3,000    2,475 
Sales tax payable   (38)   (117)
Corporate taxes payable   9     
Operating lease liabilities   (333)   (256)
Net cash provided by operating activities   534    4,167 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Additions to property and equipment   (202)   (364)
Proceeds from sale of investments   4,400    4,608 
Purchase of investments   (493)   (3,836)
Net cash provided by investing activities   3,705    408 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Payment of contingent earn-out liabilities   (151)    
Payment of installment payment liabilities   (230)   (760)
Payment for stock repurchase   (146)    
Net cash used in financing activities   (527)   (760)
           
NET INCREASE IN CASH   3,712    3,815 
           
CASH AND CASH EQUIVALENTS - BEGINNING   9,358    8,059 
CASH AND CASH EQUIVALENTS - ENDING  $13,070   $11,874 

 

 

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