Current Report Filing (8-k)
March 22 2023 - 10:12AM
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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):
March 22, 2023
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.) |
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 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.
The information under
Item 7.01, below, is incorporated herein by reference.
The
information furnished pursuant to this Item 2.02 (including Exhibit 99.1), shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act
of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Item
7.01. Regulation FD Disclosure.
On March 22, 2023,
Stran & Company, Inc. (the “Company”) issued a press release announcing that it will hold a conference call at 10:00 AM
Eastern Time on March 30, 2023 regarding its financial results for the fiscal year ended December 31, 2022, 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 7.01 (including Exhibit 99.1), shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933,
as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The press release and the
statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities
Act 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 its financial position and operating performance, its expectations
regarding its business initiatives, the Company’s expectations about its operating performance, trends in its business, the effectiveness
of its strategies, its market opportunity, and demand for its products and services in general. The Company’s expectations and beliefs
regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause
actual results to differ materially from those projected, including risks and uncertainties contained in the Company’s Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other filings 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
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: March 22, 2023 |
STRAN & COMPANY, INC. |
|
|
|
/s/ Andrew Shape |
|
Name: Andrew Shape |
|
Title: President and Chief Executive Officer |
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