Stran & Company, Inc 10-K/A for FY2023

Stran & Company, Inc. (SWAG)

10-K/A 2025-01-22 For: 2023-12-31

Added on April 08, 2026

About this 10-K/A

Stran & Company, Inc filed this 10-K/A on January 22, 2025, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $76M; up 31.3% from $57.88M a year earlier
Net loss: $385K; compared with a net loss of $3.5M a year earlier
Diluted EPS: -$0.02; compared with -$0.18 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Nevada		04-3297200
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2 Heritage Drive, Suite 600, Quincy, MA		02171
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	SWAG	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock, $0.0001 par value per share, at an exercise price of $4.81375	SWAGW	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	●	Part I, Item 1A. Risk Factors;
	●	Part I, Item 2. Properties;

	●	Part III, Item 11. Executive Compensation;
	●	Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence;

		Page
	PART I - FINANCIAL INFORMATION

Item 1.	Business	1
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	37
Item 1C.	Cybersecurity	37
Item 2.	Properties	39
Item 3.	Legal Proceedings	39
Item 4.	Mine Safety Disclosures	39

	PART II - OTHER INFORMATION

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	40
Item 6.	[Reserved]	41
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	52
Item 8.	Financial Statements and Supplementary Data	53
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
Item 9A.	Controls and Procedures	53
Item 9B.	Other Information	54
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	54

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	55
Item 11.	Executive Compensation	58
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	76
Item 13.	Certain Relationships and Related Transactions and Director Independence	78
Item 14.	Principal Accountant Fees and Services	81

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	83
Item 16.	Form 10–K Summary	85

Signatures		86

	●	had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

	●	in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

	●	in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾		Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs⁽¹⁾
October 1, 2023 – October 31, 2023		—	$	—		1,797,159	$	6,643,289
November 1, 2023 – November 30, 2023		4,505	$	1.31		1,801,664	$	6,637,399
December 1, 2023 – December 31, 2023		13,502	$	1.47		1,815,166	$	6,617,594

	Years Ended December 31,
	2023 (Restated)						2022 (Restated)
	Amount (in thousands)			% of Revenues			Amount (in thousands)			% of Revenues
SALES
Sales	$	75,147			98.9	%	$	57,878			100.0	%
Sales – related parties		853			1.1	%		—			—	%
Total sales		76,000			100.0	%		57,878			100.0	%

COST OF SALES:
Cost of sales		50,492			66.4	%		42,493			73.4	%
Cost of sales - related parties		656			0.9	%		—			—	%
Total cost of sales		51,148			67.3	%		42,493			73.4	%

GROSS PROFIT		24,852			32.7	%		15,385			26.6	%

OPERATING EXPENSES:
General and administrative expenses		25,310			33.3	%		17,789			30.7	%
Goodwill impairment		810			1.1	%		1,182			2.0	%
Total operating expenses		26,120			34.4	%		18,971			32.8	%

LOSS FROM OPERATIONS		(1,268	)		(1.7	)%		(3,586	)		(6.2	)%

OTHER INCOME AND (LOSS):
Other income		186			0.2	%		34			0.1	%
Interest income		570			0.8	%		95			0.2	%
Change in fair value of contingent earn-out liability		65			0.1	%		180			0.3	%
Realized gain (loss) on investments		103			0.1	%		(1	)		—	%
Total other income		924			1.2	%		308			0.5	%

LOSS BEFORE INCOME TAXES		(344	)		(0.5	)%		(3,278	)		(5.7	)%

Provision for income taxes		41			0.1	%		222			0.4	%

NET LOSS	$	(385	)		(0.5	)%	$	(3,500	)		(6.0	)%

	Years Ended December 31,
	2023 (Restated) (in thousands)			2022 (Restated) (in thousands)
Net cash used in operating activities	$	(2,550	)	$	(2,000	)
Net cash used in investing activities		(3,736	)		(12,280	)
Net cash used in financing activities		(909	)		(2,693	)
Net decrease in cash and cash equivalents		(7,195	)		(16,973	)
Cash and cash equivalents at beginning of year		15,254			32,227
Cash and cash equivalents at end of year	$	8,059		$	15,254

2024	$	570
2025		361
2026		189
2027		185
2028		67
Total future non-cancelable minimum lease payments	$	1,372

Name	Age	Position
Andrew Stranberg	52	Executive Chairman, Treasurer, Secretary, and Director
Andrew Shape	51	President, Chief Executive Officer and Director
David Browner	36	Chief Financial Officer
John Audibert	37	Vice President of Growth and Strategic Initiatives
Ian Wall	53	Chief Information Officer
Travis McCourt	41	Director
Alan Chippindale	66	Director
Alejandro Tani	51	Director
Ashley Marshall	39	Director

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)			All Other Compensation ($)			Total ($)
Andrew Shape,		2023		400,000		50,000		-			-			31,220	⁽¹⁾		481,220
President and Chief Executive Officer		2022		400,000		-		-			-			121,918	⁽¹⁾		521,918

David Browner,		2023		235,577		26,250		67,950	⁽²⁾		64,963	⁽³⁾		9,000			403,740
Chief Financial Officer		2022		169,426		-		-			-			4,051			173,477

Andrew Stranberg,		2023		500,000		-		-			-			-			500,000
Executive Chairman		2022		500,000		-		-			-			-			500,000

Randolph Birney,		2023		300,000		-		-			-			86,581	⁽⁴⁾		386,581
Vice President		2022		300,000		-		-			-			131,742	⁽⁴⁾		431,742

Stephen Paradiso,		2023		167,596		175,000		-			-			-			342,596
Former Chief of Staff ⁽⁵⁾		2022		176,346		-		-			-			-			176,346

	Option Awards										Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares of Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Unearned Shares, Units or Other Rights That Have Not Vested ($)
Andrew Shape		168,651	⁽¹⁾	155,159	⁽¹⁾	—		$	4.15	11/11/2031		—		$	—	—		$	—
David Browner		38,667	⁽²⁾	19,333	⁽²⁾	—		$	4.15	11/11/2031		—		$	—	—		$	—
		—		—		—		$	—	—		2,500	⁽³⁾	$	3,700	—		$	—
		7,500	⁽⁴⁾	—		92,500	⁽⁴⁾	$	1.72	4/14/2033		—		$	—	—		$	—
		—		—		—		$	—	—		—		$	—	30,000	⁽⁵⁾	$	44,400
Andrew Stranberg		208,333	⁽⁶⁾	191,667	⁽⁶⁾	—		$	4.15	11/11/2031		—		$	—	—		$	—
Randolph Birney		39,682	⁽⁷⁾	36,508	⁽⁷⁾	—		$	4.15	11/11/2031		—		$	—	—		$	—
Stephen Paradiso		54,688	⁽⁸⁾	—		—		$	4.72	12/5/2031		—		$	—	—		$	—

Name	Fees Earned or Paid in Cash		Stock Awards			Option Awards			Non-Equity Incentive Plan Compensation Earnings		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Travis McCourt	$	26,000		-	⁽¹⁾		-	⁽¹⁾		-		-		-	$	26,000

Alan Chippindale	$	26,000		-	⁽¹⁾		-	⁽¹⁾		-		-			$	63,500

Alejandro Tani	$	20,000		-	⁽¹⁾		-	⁽¹⁾		-		-		-	$	20,000

Ashley Marshall	$	20,000		-	⁽¹⁾		-	⁽¹⁾		-		-		-	$	20,000

Title of Class	Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽²⁾			Percent of Class (%)⁽³⁾
Common Stock	Andrew Shape		3,619,381	⁽⁴⁾		19.2
Common Stock	David Browner		58,667	⁽⁵⁾		0.3
Common Stock	Andrew Stranberg		5,416,190.143	⁽⁶⁾		28.7
Common Stock	John Audibert		215,255	⁽⁷⁾		1.2
Common Stock	Sheila Johnshoy		32,500	⁽⁸⁾		0.2
Common Stock	Alan Chippindale		15,892	⁽⁹⁾		*
Common Stock	Travis McCourt		7,892	⁽¹⁰⁾		*
Common Stock	Alejandro Tani		7,892	⁽¹⁰⁾		*
Common Stock	Ashley Marshall		8,652	⁽¹¹⁾		*
Common Stock	All directors and executive officers (9 persons)		9,382,321.143			48.9	%
Common Stock	Randolph Birney⁽¹²⁾		847,619	⁽¹³⁾		4.5
Common Stock	Stephen Paradiso⁽¹⁴⁾		51,562			0.3

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders⁽¹⁾		1,958,853	⁽²⁾⁽³⁾	$	4.02	⁽³⁾		1,041,147	⁽⁴⁾
Equity compensation plans not approved by security holders		-			-			-
Total		1,958,853	⁽²⁾⁽³⁾	$	4.02	⁽³⁾		1,041,147	⁽⁴⁾

	Year Ended December 31,
	2023		2022
Audit fees	$	225,000	$	115,000
Audit-related fees		38,500		—
Tax fees		—		—
All other fees		—		—
Total	$	263,500	$	115,000

	Report of Independent Registered Public Accounting Firm (PCAOB ID 00688)
	Balance Sheets as of December 31, 2023 and 2022 (Restated)
	Statements of Operations for the Years Ended December 31, 2023 and 2022 (Restated)
	Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022 (Restated)
	Statement of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 (Restated)
	Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 (Restated)
	Notes to the Restated Financial Statements

Exhibit No.		Description
2.1		Asset Purchase Agreement, dated as of January 21, 2022, by and among Stran & Company, Inc., G.A.P. Promotions, LLC, and Gayle Piraino and Stephen Piraino (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 26, 2022)
2.2		Amendment No. 1 to Asset Purchase Agreement, dated as of January 31, 2022, by and among Stran & Company, Inc., G.A.P. Promotions, LLC, and Gayle Piraino and Stephen Piraino (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed on February 1, 2022)
2.3		Asset Purchase Agreement, dated as of July 13, 2022, by and among Stran & Company, Inc., Trend Promotional Marketing Corporation (d/b/a Trend Brand Solutions) and Michael Krauser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 19, 2022)
2.4		Amendment No. 1 to Asset Purchase Agreement, dated as of August 31, 2022, by and among Stran & Company, Inc., Trend Promotional Marketing Corporation (d/b/a Trend Brand Solutions) and Michael Krauser (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed on September 7, 2022)
2.5		Asset Purchase Agreement, dated as of January 25, 2023, by and among Stran & Company, Inc., T R Miller Co., Inc. and Thomas R. Miller (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 31, 2023)
3.1		Articles of Incorporation of Stran & Company, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 7, 2021)
3.2		Amended and Restated Bylaws of Stran & Company, Inc. (incorporated by reference to Exhibit 3.2 to the Amendment No.1 to Registration Statement on Form S-1 filed on October 22, 2021)
4.1		Description of Securities of Stran & Company, Inc. (incorporated by reference to Exhibit 4.1 to Annual Report on Form 10-K filed on March 28, 2024)
10.1		Asset Purchase Agreement between Wildman Business Group, LLC and Stran & Company, Inc., dated as of August 24, 2020 (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1 filed on October 7, 2021)
10.2		Buyer’s Agreement between Engage & Excel Enterprises Inc. and Stran & Company, Inc., dated as of June 25, 2020 (incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1 filed on October 7, 2021)
10.3		Lease Agreement between Campanelli-Trigate Heritage Quincy, LLC and Stran & Company, Inc., dated as of December 26, 2014 (incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-1 filed on October 7, 2021)
10.4		First Amendment to Lease Agreement among GCP H2 LLC, GCP H2 A LLC, GCP H2 B LLC, GCP H2 C LLC and Stran & Company, Inc., dated as of May 31, 2019 (incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-1 filed on October 7, 2021)
10.5†		Employment Agreement between Stran & Company, Inc. and Andrew Shape, dated as of July 13, 2021 (incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-1 filed on October 7, 2021)
10.6†		Employment Agreement between Stran & Company, Inc. and Andrew Stranberg, dated as of July 13, 2021 (incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-1 filed on October 7, 2021)
10.7†		Employment Agreement between Stran & Company, Inc. and Randolph Birney, dated as of July 13, 2021 (incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-1 filed on October 7, 2021)
10.8†		Employment Agreement between Stran & Company, Inc. and Christopher Rollins, dated as of September 7, 2021 (incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-1 filed on October 7, 2021)
10.9		Purchase Money Promissory Note between Andrew Shape and Andrew Stranberg, effective as of May 24, 2021 (incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-1 filed on October 7, 2021)

10.10		Purchase Money Promissory Note between Randolph Birney and Andrew Stranberg, effective as of May 24, 2021 (incorporated by reference to Exhibit 10.19 to Registration Statement on Form S-1 filed on October 7, 2021)
10.11		Stock Purchase Agreement between Andrew Shape and Andrew Stranberg, dated as of May 24, 2021 (incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-1 filed on October 7, 2021)
10.12		Stock Purchase Agreement between Randolph Birney and Andrew Stranberg, dated as of May 24, 2021 (incorporated by reference to Exhibit 10.21 to Registration Statement on Form S-1 filed on October 7, 2021)
10.13†		Form of Independent Director Agreement between Stran & Company, Inc. and each non-employee director (incorporated by reference to Exhibit 10.24 to Registration Statement on Form S-1 filed on October 7, 2021)
10.14		Form of Indemnification Agreement between Stran & Company, Inc. and each officer or director (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed on March 28, 2024)
10.15†		Stran & Company, Inc. Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to Registration Statement on Form S-1 filed on October 7, 2021)
10.16†		Form of Stock Option Agreement for Stran & Company, Inc. Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to Registration Statement on Form S-1 filed on October 7, 2021)
10.17†		Form of Restricted Stock Award Agreement for Stran & Company, Inc. Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Registration Statement on Form S-1 filed on October 7, 2021)
10.18		Warrant Agency Agreement, dated November 8, 2021, between Stran & Company, Inc. and Vstock Transfer, LLC and Form of Warrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 12, 2021)
10.19		Revolving Demand Line of Credit Loan Agreement, dated November 22, 2021, by and between Stran & Company, Inc. and Salem Five Cents Savings Bank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 26, 2021)
10.20		Revolving Demand Line of Credit Note, dated November 22, 2021, by Stran & Company, Inc. in favor of Salem Five Cents Savings Bank (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 26, 2021)
10.21		Security Agreement, dated November 22, 2021, by and between Stran & Company, Inc. in favor of Salem Five Cents Savings Bank (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on November 26, 2021)
10.22		Warehouseman’s Waiver, dated November 4, 2021 and executed November 22, 2021, by and among Harte Hanks Response Management/ Boston, Inc., Stran & Company, Inc. and Salem Five Cents Savings Bank (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on November 26, 2021)
10.23		Underwriting Agreement, dated November 8, 2021, by and between Stran & Company, Inc. and EF Hutton, division of Benchmark Investments, LLC (as representative of the underwriters named therein) (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on November 12, 2021)
10.24		Representative’s Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and Benchmark Investments, LLC (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on December 7, 2021)
10.25		Representative’s Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and David W. Boral (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on December 7, 2021)
10.26		Representative’s Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and Joseph T. Rallo (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on December 7, 2021)
10.27		Representative’s Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and U.S. Tiger Securities, Inc. (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on December 7, 2021)
10.28†		Consulting Agreement between Stran & Company, Inc., Josselin Capital Advisors, Inc. and John Audibert, dated as of December 2, 2021 (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q filed on December 7, 2021)

10.29		Form of Securities Purchase Agreement, dated as of December 8, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 13, 2021)
10.30		Placement Agency Agreement dated December 8, 2021 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 13, 2021)
10.31		Form of Registration Rights Agreement, dated as of December 8, 2021 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 13, 2021)
10.32		Form of Private Placement Common Stock Purchase Warrant, dated December 10, 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December 13, 2021)
10.33		Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 13, 2021)
10.34†		Employment Offer Letter, dated March 11, 2022, by and between Stran & Company, Inc. and Sheila Johnshoy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 16, 2022)
10.35†		Employment Offer Letter, dated December 6, 2021, by and between Stran & Company, Inc. and Stephen Paradiso (incorporated by reference to Exhibit 10.45 to the Annual Report on Form 10-K filed on March 28, 2022)
10.36†		Employment Offer Letter, dated November 19, 2021, by and between Stran & Company, Inc. and Jason Nolley (incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K filed on March 28, 2022)
10.37		Land and Building Lease Agreement, dated May 31, 2023, between Miller Family Walpole LLC and Stran & Company, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 1, 2023)
10.38†		Employment Agreement, dated as of April 14, 2023, by and between Stran & Company, Inc. and David Browner (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 20, 2023)
10.39†		Amended and Restated Consulting Agreement, dated as of April 14, 2023, by and between Stran & Company, Inc., John Audibert and Josselin Capital Advisors, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 20, 2023)
10.40†		Employment Agreement between Stran & Company, Inc. and David Leuci, dated August 14, 2023 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 6, 2023)
10.41†		Employment Agreement between Stran & Company, Inc. and Ian Wall, dated December 11, 2023 (incorporated by reference to Exhibit 10.41 to the Annual Report on Form 10-K filed on March 28, 2024)
10.42		Commercial Loan Modification Agreement, dated as of February 12, 2024, between Salem Five Cents Savings Bank and Stran & Company, Inc. (incorporated by reference to Exhibit 10.42 to the Annual Report on Form 10-K filed on March 28, 2024)
14.1		Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to Registration Statement on Form S-1 filed on October 7, 2021)
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Stran & Company, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on March 28, 2024)
99.1		Stran & Company, Inc. Second Amended and Restated Insider Trading Policy (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed on March 28, 2024)
101.PRE*		XBRL Instance Document
101.INS*		XBRL Taxonomy Extension Schema Document
101.SCH*		XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL*		XBRL Taxonomy Extension Definition Linkbase Document
101.DEF*		XBRL Taxonomy Extension Label Linkbase Document
101.LAB*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	December 31, 2023			December 31, 2022
	(Restated)			(Restated)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,059		$	15,254
Investments		10,393			9,779
Accounts receivable, net		16,223			13,750
Accounts receivable – related parties		853			—
Inventory		4,782			5,927
Prepaid corporate taxes		62			87
Prepaid expenses		953			387
Deposits		1,717			910
Total current assets		43,042			46,094

Property and equipment, net		1,521			1,000

OTHER ASSETS:
Intangible assets, net		3,114			2,238
Goodwill		—			90
Other assets		23			23
Right of use asset - office leases		1,336			785
Total other assets		4,473			3,136
Total assets	$	49,036		$	50,230

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	4,745		$	4,049
Accrued payroll and related		2,568			610
Unearned revenue		1,116			633
Rewards program liability		875			6,000
Sales tax payable		344			365
Current portion of contingent earn-out liabilities		224			738
Current portion of installment payment liabilities		786			267
Current portion of lease liability		528			325
Note payable - Wildman		—			162
Total current liabilities		11,186			13,149

LONG-TERM LIABILITIES:
Long-term contingent earn-out liabilities		763			488
Long-term installment payment liabilities		639			414
Long-term lease liability		798			460
Total long-term liabilities		2,200			1,362
Total liabilities	$	13,386		$	14,511

Commitments and contingencies (Note M)

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2023 and 2022		—			—
Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,539,000 and 18,475,336 shares issued and outstanding as of December 31, 2023 and 2022, respectively		2			2
Additional paid-in capital		38,263			38,113
Accumulated deficit		(2,602	)		(2,217	)
Accumulated other comprehensive loss		(13	)		(179	)
Total stockholders’ equity		35,650			35,719
Total liabilities and stockholders’ equity	$	49,036		$	50,230

	Preferred Stock				Common Stock					Additional Paid-In			Accumulated Other Comprehensive			Retained Earnings (Accumulated			Stockholders’
	Shares		Value		Shares			Value		Capital			Loss			Deficit)			Equity
Balance, January 1, 2022 (Restated)		—	$	—		19,753,852		$	2	$	39,748		$	—		$	1,283		$	41,033
IPO Warrants exercised		—		—		271,589			—		1,307			—			—			1,307
Business acquisitions		—		—		74,577			—		58			—			—			58
Stock-based compensation		—		—		152,975			—		331			—			—			331
Stock repurchased and retired		—		—		(1,777,657	)		—		(3,331	)		—			—			(3,331	)
Other comprehensive loss		—				—			—		—			(179	)		—			(179	)
Net loss		—		—		—			—		—			—			(3,500	)		(3,500	)
Balance, December 31, 2022 (Restated)		—	$	—		18,475,336		$	2	$	38,113		$	(179	)	$	(2,217	)	$	35,719
Stock-based compensation		—		—		101,173			—		200			—			—			200
Stock repurchased and retired		—		—		(37,509	)		—		(50	)		—			—			(50	)
Other comprehensive income		—		—		—			—		—			166			—			166
Net loss		—		—		—			—		—			—			(385	)		(385	)
Balance, December 31, 2023 (Restated)		—	$	—		18,539,000		$	2	$	38,263		$	(13	)	$	(2,602	)	$	35,650

	2023		2022
Cash paid during the period for:	(Restated)		(Restated)
Interest	$	—	$	4
Income taxes	$	—	$	76

Noncash investing and financing activities:
Assets acquired in GAP business acquisition	$	—	$	2,834
Liabilities assumed in GAP business acquisition	$	—	$	1,323
Assets acquired in Trend business acquisition	$	—	$	1,154
Liabilities assumed in Trend business acquisition	$	—	$	1,104
Fair value of common stock issued for Trend business acquisition	$	—	$	48
Assets acquired in Premier business acquisition	$	—	$	848
Liabilities assumed in Premier business acquisition	$	—	$	398
Fair value of common stock issued for Premier business acquisition	$	—	$	10
Assets acquired in TR Miller business acquisition	$	5,236	$	—
Liabilities assumed in TR Miller business acquisition	$	3,113	$	—
Lease liabilities arising from obtaining right-of-use assets	$	1,034	$	—

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Balance Sheet as of December 31, 2023	As Reported		Adjustment			As Restated			Reference
Cash and cash equivalents	$	7,989	$	70			8,059			*
Investments		10,464		(71	)		10,393			*
Accounts receivable, net		20,466		(4,243	)		16,223			4,5
Accounts receivable – related parties		—		853			853			4
Deferred income taxes		841		(841	)		—			3
Inventory		6,639		(1,857	)		4,782			7,9
Prepaid corporate taxes		17		45			62			3
Total current assets		49,086		(6,044	)		43,042

Intangible assets, net		9,659		(6,545	)		3,114			1
Goodwill		—		—			—			1,2
Other assets		—		23			23			1
Total other assets		10,995		(6,522	)		4,473
Total assets	$	61,602	$	(12,566	)	$	49,036

Accounts payable and accrued expenses	$	4,316	$	429		$	4,745			3
Accrued payroll and related		2,563		5			2,568			*
Unearned revenue		5,171		(4,055	)		1,116			5,9
Current portion of contingent earn-out liabilities		2,870		(2,646	)		224			1
Current portion of installment payment liabilities		—		786			786			1
Total current liabilities		16,667		(5,481	)		11,186

Long-term contingent earn-out liabilities		4,587		(3,824	)		763			1
Long-term installment payment liabilities		—		639			639			1
Total long-term liabilities		5,385		(3,185	)		2,200

Additional paid-in capital		38,429		(166	)		38,263			1
Accumulated deficit		1,119		(3,721	)		(2,602	)		1,2,3,6,7,*
Accumulated other comprehensive loss		—		(13	)		(13	)		8
Total stockholders’ equity		39,550		(3,900	)		35,650
Total liabilities and stockholders’ equity	$	61,602	$	(12,566	)	$	49,036

Balance Sheet as of December 31, 2022	As Reported		Adjustment			As Restated			Reference
Accounts receivable, net		14,443		(693	)		13,750			5
Deferred income taxes		841		(841	)		—			3
Inventory		6,868		(941	)		5,927			7
Total current assets		48,569		(2,475	)		46,094			3,5,7

Intangible assets, net		6,272		(4,034	)		2,238			1
Goodwill		—		90			90			1,2
Other assets		—		23			23			1
Total other assets		7,057		(3,921	)		3,136			1,2
Total assets	$	56,626	$	(6,396	)	$	50,230			1,2,3,5,7

Accounts payable and accrued expenses	$	4,051	$	(2	)	$	4,049			*
Accrued payroll and related		609		1			610			*
Current portion of contingent earn-out liabilities		1,810		(1,072	)		738			1
Current portion of installment payment liabilities		—		267			267			1
Total current liabilities		13,955		(806	)		13,149			1,*

Long-term contingent earn-out liabilities		2,846		(2,358	)		488			1
Long-term installment payment liabilities		—		414			414			1
Total long-term liabilities		3,306		(1,944	)		1,362			1

Additional paid-in capital		38,279		(166	)		38,113			1
Accumulated deficit		1,084		(3,301	)		(2,217	)		1,2,3,6,7,*
Accumulated other comprehensive loss		—		(179	)		(179	)		8
Total stockholders’ equity		39,365		(3,646	)		35,719			1,2,3,6,7,8,*
Total liabilities and stockholders’ equity	$	56,626	$	(6,396	)	$	50,230			1,2,3,6,7,8,*

Statement of Operations for the Year Ended December 31, 2023	As Reported			Adjustment			As Restated			Reference
Sales	$	75,894		$	(747	)	$	75,147			4,6,9
Sales – related parties		—			853			853			4
Total sales		75,894			106			76,000			4,6,9

Cost of sales		51,012			(520	)		50,492			4,6,9
Cost of sales - related parties		—			656			656			4
Total cost of sales		51,012			136			51,148			4,6,9

GROSS PROFIT		24,882			(30	)		24,852			4,6,9

General and administrative expenses		26,030			(720	)		25,310			1,*
Goodwill impairment		—			810			810			2
Total operating expenses		26,030			90			26,120			1,2,*

LOSS FROM OPERATIONS		(1,148	)		(120	)		(1,268	)		1,2,4,6,9,*

Other income		375			(189	)		186			1
Change in fair value of contingent earn-out liability		—			65			65			1
Realized gain (loss) on investments		270			(167	)		103			8
Total other income		1,215			(291	)		924			1,8

EARNING (LOSS) BEFORE INCOME TAXES		67			(411	)		(344	)		1,2,4,6,8,9,*

Provision for income taxes		31			10			41			3

NET EARNINGS (LOSS)		35			(420	)		(385	)		1,2,3,4,6,8,9,*

NET LOSS PER COMMON SHARE
Basic	$	0.00		$	(0.02	)	$	(0.02	)		1,2,3,4,6,8,9,*
Diluted	$	0.00		$	(0.02	)	$	(0.02	)		1,2,3,4,6,8,9,*

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic		18,519,615			277			18,519,892			*
Diluted		29,453,206			(10,933,314	)		18,519,892			1,2,3,4,6,8,9,*

Statement of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022	Common Stock					Additional Paid-In			Accumulated Other Comprehensive			Retained Earnings (Accumulated			Stock-holders’
	Shares			Value		Capital			Loss			Deficit)			Equity
Balance, December 31, 2023 (As Reported)		18,534,073		$	2	$	38,429		$	—		$	1,119		$	39,550
Adjustments		4,927			—		(166	)		(13	)		(3,721	)		(3,900	)
Balance, December 31, 2023 (As Restated)		18,539,000		$	2	$	38,263		$	(13	)	$	(2,602	)	$	35,650

Balance, December 31, 2022 (As Reported)		18,475,521			2		38,279			—			1,084			39,365
Adjustments		(185	)		—		(166	)		(179	)		(3,301	)		(3,646	)
Balance, December 31, 2022 (As Restated)		18,475,336		$	2	$	38,113		$	(179	)	$	(2,217	)	$	35,719

Statement of Cash Flows for the Year Ended December 31, 2023	As Reported			Adjustment			As Restated			Reference
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)	$	35		$	(420	)	$	(385	)		1,2,3,4,6,8,9
Depreciation and amortization		1,506			(734	)		772			1,7
Adjustment to reconcile operating lease expense to cash paid		(11	)		19			8			*
Change in allowance for credit losses		—			(174	)		(174	)		5,*
Change in fair value of contingent earn-out liability		—			(65	)		(65	)		1
Intangible asset impairment, net		(178	)		178			—			1
Goodwill impairment		—			810			810			1,2
Noncash interest accretion		—			11			11			1
Unrealized gain (loss) on investments		(270	)		437			167			8
Accounts receivable		(6,023	)		5,346			(677	)		4,5
Accounts receivable – related parties		—			(853	)		(853	)		4
Inventory		228			1,799			2,027			7
Prepaid taxes		71			(46	)		25			3
Prepaid expenses		(566	)		5			(561	)		*
Accounts payable and accrued expenses		265			(161	)		104			*
Accrued payroll and related		1,955			3			1,958			*
Unearned revenue		4,538			(4,340	)		198			5
Net cash used in operating activities		(4,365	)		1,815			(2,550	)		1,2,3,4,5,6,7,8,9,*

CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired		(660	)		(1,463	)		(2,123	)		1
Proceeds from sale of investments		—			4,231			4,231			8
Purchase of investments		(415	)		(4,430	)		(4,845	)		8
Net cash used in investing activities		(2,074	)		(1,662	)		(3,736	)		1,8

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities		(775	)		134			(641	)		1
Payment of installment payment liabilities		—			(218	)		(218	)		1
Net cash used in financing activities		(825	)		(84	)		(909	)		1

NET DECREASE IN CASH		(7,264	)		69			(7,195	)		1,2,3,4,5,6,7,8,9,*

CASH - ENDING	$	7,990		$	69		$	8,059			1,2,3,4,5,6,7,8,9,*

Description	Level	December 31, 2023		December 31, 2022
		(Restated)		(Restated)
Assets:
Investments	1	$	10,393	$	9,779

Liabilities:
Earn-out liabilities	3	$	987	$	1,226

	Cost		Unrealized Gain		Fair Value
	(Restated)		(Restated)		(Restated)
Money market fund	$	947	$	—	$	947
Corporate bonds		3,869		38		3,907
Mutual funds		490		10		500
US Treasury bills		4,920		119		5,039
	$	10,226	$	167	$	10,393

	Cost		Unrealized Loss			Fair Value
Money market fund	$	487	$	—		$	487
Corporate bonds		4,540		(136	)		4,404
US Treasury bills		4,931		(43	)		4,888
	$	9,958	$	(179	)	$	9,779

	(Restated)
Balance as of December 31, 2021	$	1,523
Additions pursuant to acquisitions		552
Gain upon re-measurement		(180	)
Payments earned and paid		(669	)
Balance as of December 31, 2022	$	1,226
Additions pursuant to acquisitions		467
Gain upon re-measurement		(65	)
Payments earned and paid		(641	)
Balance as of December 31, 2023	$	987

Current portion of contingent earn-out liabilities	$	224
Long-term contingent earn-out liabilities	$	763