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):
December 21, 2022
| 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 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<br>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. ☐
Item8.01. Other Events.
On December 21, 2022, the Company issued a press release announcing the closing of the previously-announced acquisition of certain assets of the business known as Premier Business Services, located in Larchmont, New York. A copy of the press release is attached to this report as Exhibit 99.1. The press release furnished with this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated December 21, 2022 |
| 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: December 21, 2022 | STRAN & COMPANY, INC. |
|---|---|
| /s/ Andrew Shape | |
| Name: Andrew Shape | |
| Title: President and Chief Executive Officer |
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Exhibit 99.1
Stran & CompanyCompletes Acquisition of Premier NYC
Marks Third CompletedAcquisition in 2022
Quincy,MA / December 21, 2022 / 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 the completion of its acquisition of the assets and business of Premier Business Services, an established promotional products business started by Peter Poser in 1988 and based in Larchmont, New York (“Premier NYC”), under its previously-announced asset purchase agreement.
Andy Shape, President, and CEO of Stran, commented, “We remain committed to our M&A growth strategy, and with over 30 years of experience in the promotional products industry, we expect Premier NYC to complement our capabilities and customer base. Moreover, this acquisition is expected to further establish our brand in the Northeast. Premier NYC has developed a reputation for creative, timely, and accurate delivery of promotional products. In addition, Premier NYC’s customers include one of the largest global stock exchanges, an Ivy League university, several of the largest U.S. and international law firms, and more. Consistent with our prior acquisitions, we look forward to leveraging our technology and sales infrastructure to help accelerate the growth and improve operating efficiency of this business.”
Mr. Shape continued, “Overall, 2022 has been a transformative year for the Company, starting with the G.A.P. Promotions assets acquisition in February, followed by our assets acquisition of Trend Brand Solutions in August, and rounding out the year with this latest acquisition. We remain committed to growing Stran both organically and through accretive acquisitions and we believe that this growth strategy will help drive value for shareholders in 2023 and beyond.”
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