Stran & Company, Inc 10-K for FY2024

Stran & Company, Inc. (SWAG)

10-K 2025-04-14 For: 2024-12-31

Added on April 08, 2026

About this 10-K

Stran & Company, Inc filed this 10-K on April 14, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $82.65M; up 8.8% from $76M a year earlier
Net loss: $4.14M; compared with a net loss of $385K a year earlier
Diluted EPS: -$0.22; compared with -$0.02 a year earlier

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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	☒

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Business	1
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	38
Item 1C.	Cybersecurity	39
Item 2.	Properties	40
Item 3.	Legal Proceedings	41
Item 4.	Mine Safety Disclosures	41

	PART II - OTHER INFORMATION

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
Item 6.	[Reserved]	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	53
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	55
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	55

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	56
Item 11.	Executive Compensation	59
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	73
Item 13.	Certain Relationships and Related Transactions and Director Independence	75
Item 14.	Principal Accountant Fees and Services	77

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	79
Item 16.	Form 10–K Summary	81

Signatures		82

	Years Ended December 31,
	2024						2023
	Amount (in thousands)			% of Revenues			Amount (in thousands)			% of Revenues
SALES
Sales	$	82,194			99.4	%	$	75,147			98.9	%
Sales – related parties		460			0.6	%		853			1.1	%
Total sales		82,654			100.0	%		76,000			100.0	%

COST OF SALES:
Cost of sales		56,487			68.3	%		50,492			66.4	%
Cost of sales - related parties		354			0.4	%		656			0.9	%
Total cost of sales		56,841			68.8	%		51,148			67.3	%

GROSS PROFIT		25,813			31.2	%		24,852			32.7	%

OPERATING EXPENSES:
General and administrative expenses		30,707			37.2	%		25,310			33.3	%
Goodwill impairment		—			—	%		810			1.1	%
Total operating expenses		30,707			37.2	%		26,120			34.4	%

LOSS FROM OPERATIONS		(4,894	)		(5.9	)%		(1,268	)		(1.7	)%

OTHER INCOME:
Other income		38			—	%		186			0.2	%
Interest income		305			0.4	%		570			0.8	%
Change in fair value of contingent earn-out liability		208			0.3	%		65			0.1	%
Realized gain on investments		208			0.3	%		103			0.1	%
Total other income		759			0.9	%		924			1.2	%

LOSS BEFORE INCOME TAXES		(4,135	)		(5.0	)%		(344	)		(0.5	)%

Provision for income taxes		5			—	%		41			0.1	%

NET LOSS	$	(4,140	)		(5.0	)%	$	(385	)		(0.5	)%

	Year Ended					Year Ended					Increase / (Decrease)
	12/31/2024		% of Total			12/31/2023		% of Total			$			%
Stran	$	72,712		88.0	%	$	76,000		100	%	$	(3,288	)		(4.3	)%
SLS		9,942		12.0	%		—		—	%		9,942			100.0	%
Total sales	$	82,654		100.0	%	$	76,000		100	%	$	6,654			8.8	%

	Years Ended December 31,
	2024 (in thousands)			2023 (in thousands)
Net cash provided by (used in) operating activities	$	2,760		$	(2,550	)
Net cash used in investing activities		(533	)		(3,736	)
Net cash used in financing activities		(928	)		(909	)
Net increase (decrease) in cash		1,299			(7,195	)
Cash and cash equivalents - beginning		8,059			15,254
Cash and cash equivalents - ending	$	9,358		$	8,059

	●	The Company was required to maintain a “Minimum Interest Coverage” of 1.25:1, tested for fiscal year ending December 31, 2024 only, and defined as follows: EBITDA (as defined below), divided by cash interest payments made on all debt. “EBITDA” was defined as the trailing year’s total of net income before total interest expense, tax expense, and depreciation and amortization expense. EBITDA was required to be adjusted for extraordinary and/or non-cash items as defined in accordance with U.S. GAAP.

	●	The Company’s “Ratio of Debt to Tangible Net Worth” was required not to exceed 1.50:1, tested at financial year-end, defined as total liabilities divided by “tangible net worth,” defined as total assets, less total liabilities, less intangible assets and amounts due from stockholder/related parties.

2025	$	361
2026		189
2027		185
2028		65
Total future non-cancelable minimum lease payments	$	800

	●	There was a material weakness in our internal controls related to the proper design and implementation of control over formal review, approval, and evaluation of complex accounting transactions associated with business combinations.

	●	We identified a material weakness in internal control related to the proper design and implementation of certain controls over management’s formal review process that includes multiple levels of review as well as timely review of accounts and reconciliations leading to material adjustments.

	●	We did not design and maintain effective controls over financial reporting for accounts receivable and unearned revenue, freight charges, and inventory and cost of sales accounts.

	●	We utilized the services of external consultants for non-routine and/or technical accounting issues as they arose.

	●	We improved our review process for complex accounting transactions by enhancing access to accounting literature, engaging third-party professionals with whom to consult regarding complex accounting applications, and hired additional staff with the requisite experience and training to supplement existing accounting professionals.

	●	Management, with the assistance of a third party, performed an evaluation of the processes and procedures around our processes, internal control design gaps, and recommended process enhancements.

Name	Age	Position
Andrew Stranberg	53	Executive Chairman, Treasurer, Secretary, and Director
Andrew Shape	52	President, Chief Executive Officer and Director
David Browner	37	Chief Financial Officer
John Audibert	38	Vice President of Growth and Strategic Initiatives
Ian Wall	53	Chief Information Officer
Travis McCourt	41	Director
Alan Chippindale	66	Director
Alejandro Tani	52	Director
Ashley Marshall	40	Director

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)			All Other Compensation ($)			Total ($)
Andrew Shape, President and Chief Executive Officer		2024		400,000		-		-		-			-			400,000
		2023		400,000		50,000		-		-			31,220	⁽¹⁾		481,220
Ian Wall, Chief Information Officer		2024		265,000		-		-		7,937	⁽²⁾		8,629	⁽³⁾		281,566
Andrew Stranberg, Executive Chairman		2024		500,000		-		-		-			-			500,000
		2023		500,000		-		-		-			-			500,000

	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		249,604	⁽¹⁾		74,206	⁽¹⁾		—	$	4.15	11/11/2031		—		$	—		—	$	—
Andrew Stranberg		308,333	⁽²⁾		91,667	⁽²⁾		—	$	4.15	11/11/2031		—		$	—		—	$	—
Ian Wall		5,000	⁽³⁾		10,000	⁽³⁾		—	$	1.46	1/1/2034		0	⁽⁴⁾	$	—		—	$	—

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⁾		-		-			$	26,000

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		3,707,079	⁽⁴⁾		19.6
Common Stock	David Browner		78,000	⁽⁵⁾		0.4
Common Stock	Andrew Stranberg		5,524,523.143	⁽⁶⁾		29.1
Common Stock	John Audibert		188,750	⁽⁷⁾		1.0
Common Stock	Ian Wall		10,000	⁽⁸⁾		*
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)		9,548,680.143			49.1

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⁾	$	4.79	⁽³⁾		1,041,147	⁽⁴⁾
Equity compensation plans not approved by security holders		-			-			-
Total		1,958,853	⁽²⁾⁽³⁾	$	4.79	⁽³⁾		1,041,147	⁽⁴⁾

(2)	Includes both vested and unvested options to purchase common stock under the Plan. Does not include any restricted stock that has been granted subject to forfeiture as of December 31, 2024.

	Year Ended December 31,
	2024		2023
Audit fees	$	518,000	$	225,000
Audit-related fees		—		38,500
Tax fees		—		—
All other fees		—		—
Total	$	518,000	$	263,500

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 00688)		F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023		F-4
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023		F-5
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		F-7
Notes to the Consolidated Financial Statements		F-9

Exhibit No.		Description
2.1		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 Current Report on Form 8-K filed on July 19, 2022)
2.2		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 Current Report on Form 8-K filed on September 7, 2022)
2.3		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 Current Report on Form 8-K filed on January 31, 2023)
2.4		Secured Party Sale Agreement, dated as of August 23, 2024, between Stran Loyalty Solutions, LLC and Sallyport Commercial Finance, LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on August 26, 2024)
2.5		Release Agreement, dated as of August 23, 2024, between Bangarang Enterprises, LLC and Stran Loyalty Solutions, LLC (incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K filed on August 26, 2024)
3.1		Articles of Incorporation of Stran & Company, Inc. (incorporated by reference to Exhibit 3.1 to 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 Amendment No. 1 to Registration Statement on Form S-1 filed on October 22, 2021)
4.1		Description of Securities of Stran & Company, Inc.
10.1		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)
10.2		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)
10.3†		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)
10.4†		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)
10.5†		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)

10.6		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)
10.7		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)
10.8†		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)
10.9		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)
10.10†		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)
10.11		Form of Indemnification Agreement between Stran & Company, Inc. and each officer or director (incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K filed on March 28, 2024)
10.12†		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)
10.13†		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)
10.14†		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)
10.15		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 Current Report on Form 8-K filed on November 12, 2021)
10.16		Representative’s Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and Benchmark Investments, LLC (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on December 7, 2021)
10.17		Representative’s Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and David W. Boral (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed on December 7, 2021)
10.18		Representative’s Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and Joseph T. Rallo (incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed on December 7, 2021)
10.19		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 Quarterly Report on Form 10-Q filed on December 7, 2021)
10.20		Form of Securities Purchase Agreement, dated as of December 8, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 13, 2021)
10.21		Placement Agency Agreement dated December 8, 2021 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on December 13, 2021)
10.22		Form of Registration Rights Agreement, dated as of December 8, 2021 (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on December 13, 2021)
10.23		Form of Private Placement Common Stock Purchase Warrant, dated December 10, 2021 (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on December 13, 2021)
10.24		Form of Representative’s Purchase Warrant (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on December 13, 2021)
10.25		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 Current Report on Form 8-K filed on June 1, 2023)
10.26†		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 Current Report on Form 8-K filed on April 20, 2023)
10.27†		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 Current Report on Form 8-K filed on April 20, 2023)
10.28†		Employment Agreement between Stran & Company, Inc. and Ian Wall, dated December 11, 2023 (incorporated by reference to Exhibit 10.41 to Annual Report on Form 10-K filed on March 28, 2024)

10.29		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 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)
19.1		Stran & Company, Inc. Second Amended and Restated Insider Trading Policy (incorporated by reference to Exhibit 99.1 to Annual Report on Form 10-K filed on March 28, 2024)
21.1*		List of Subsidiaries of Stran & Company, Inc.
23.1*		Consent of Marcum LLP
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 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, 2024			December 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	9,358		$	8,059
Investments		8,856			10,393
Accounts receivable, net		18,092			16,223
Accounts receivable - related parties, net		573			853
Inventory		5,389			4,782
Prepaid corporate taxes		28			62
Prepaid expenses		2,308			953
Deposits		423			1,717
Other current assets		455			—
Total current assets		45,482			43,042

Property and equipment, net		1,701			1,521

OTHER ASSETS:
Intangible assets - customer lists, net		4,170			3,114
Intangible assets - trade name		654			—
Goodwill		2,321			—
Other assets		23			23
Right of use asset - office leases		797			1,336
Total other assets		7,965			4,473
Total assets	$	55,148		$	49,036

LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	8,919		$	4,745
Accrued payroll and related		1,513			2,568
Unearned revenue		4,423			1,116
Rewards program liability		6,000			875
Sales tax payable		353			344
Current portion of contingent earn-out liabilities		256			224
Current portion of installment payment liabilities		365			786
Current portion of lease liability		366			528
Total current liabilities		22,195			11,186

LONG-TERM LIABILITIES:
Long-term contingent earn-out liabilities		455			763
Long-term installment payment liabilities		425			639
Long-term lease liability		432			798
Total long-term liabilities		1,312			2,200
Total liabilities		23,507			13,386

Commitments and contingencies (Note M)

STOCKHOLDER’S EQUITY:
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively		—			—
Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,598,574 and 18,539,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively		2			2
Additional paid-in capital		38,391			38,263
Accumulated deficit		(6,742	)		(2,602	)
Accumulated other comprehensive loss		(10	)		(13	)
Total stockholders’ equity		31,641			35,650
Total liabilities and stockholders’ equity	$	55,148		$	49,036

	Preferred Stock				Common Stock					Additional Paid-In			Accumulated Other Comprehensive			Accumulated			Stockholders’
	Shares		Value		Shares			Value		Capital			Loss			Deficit			Equity
Balance, January 1, 2023		—	$	—		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		—	$	—		18,539,000		$	2	$	38,263		$	(13	)	$	(2,602	)	$	35,650
Stock-based compensation		—		—		59,574			—		128			—			—			128
Other comprehensive income		—		—		—			—		—			3			—			3
Net loss		—		—		—			—		—			—			(4,140	)		(4,140	)
Balance, December 31, 2024		—	$	—		18,598,574		$	2	$	38,391		$	(10	)	$	(6,742	)	$	31,641

	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,140	)	$	(385	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		824			772
Adjustment to reconcile operating lease expense to cash paid		12			8
Change in allowance for credit losses		211			(174	)
Change in allowance for credit losses – related parties		327			—
Change in fair value of contingent earn-out liability		(208	)		(65	)
Gain on extinguishment of debt		—			(162	)
Goodwill impairment		—			810
Noncash interest accretion		125			11
Stock-based compensation		128			200
Unrealized gain (loss) on investments		3			167
Changes in operating assets and liabilities:
Accounts receivable, net		(263	)		(677	)
Accounts receivable – related parties, net		(148	)		(853	)
Inventory		333			2,027
Prepaid corporate taxes		33			25
Prepaid expenses		(425	)		(561	)
Deposits		1,367			(807	)
Other Assets		(455	)		—
Accounts payable and accrued expenses		60			104
Accrued payroll and related		(1,291	)		1,958
Unearned revenue		1,159			198
Rewards program liability		5,125			(5,125	)
Sales tax payable		(17	)		(21	)
Net cash provided by (used in) operating activities		2,760			(2,550	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired		(1,469	)		(2,123	)
Additions to property and equipment		(601	)		(999	)
Proceeds from sale of investments		8,659			4,231
Purchase of investments		(7,122	)		(4,845	)
Net cash used in investing activities		(533	)		(3,736	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities		(68	)		(641	)
Payment installment payment liabilities		(760	)		(218	)
Payment of notes payable		(100	)		—
Payment for stock repurchase		—			(50	)
Net cash used in financing activities		(928	)		(909	)

NET INCREASE (DECREASE) IN CASH		1,299			(7,195	)

CASH AND CASH EQUIVALENTS - BEGINNING		8,059			15,254
CASH AND CASH EQUIVALENTS - ENDING	$	9,358		$	8,059

	2024		2023
Cash paid during the period for:
Interest	$	95	$	—
Income taxes	$	5	$	—

Noncash investing and financing activities:
Assets acquired in Gander Group business acquisition	$	8,093	$	—
Liabilities assumed in Gander Group business acquisition	$	6,624	$	—
Assets acquired in T R Miller business acquisition	$	—	$	5,236
Liabilities assumed in T R 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.

	December 31, 2024			December 31, 2023
Trade accounts receivable	$	18,556		$	16,540
Less: allowance for credit losses on accounts receivable		(464	)		(317	)
Total accounts receivable, net	$	18,092		$	16,223
Accounts receivable - related party		900			853
Less: allowance for credit losses on accounts receivable - related party		(327	)		—
Total accounts receivable - related party, net		573			853
Total accounts receivable from all sources	$	18,665		$	17,076

Description	Level		December 31, 2024		December 31, 2023
Assets:
Investments		1	$	8,856	$	10,393

Liabilities:
Earn-out liabilities		3	$	711	$	987