false
0001872525
0001872525
2025-11-04
2025-11-04
0001872525
SWAG:CommonStockParValue0.0001PerShareMember
2025-11-04
2025-11-04
0001872525
SWAG:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf4.81375Member
2025-11-04
2025-11-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November
4, 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) |
| |
| (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 7.01 Regulation FD Disclosure.
On November 4, 2025,
Stran & Company, Inc. (the “Company”) issued a press release announcing that the Company will hold a conference call at
10:00 A.M. Eastern Time on Thursday, November 13, 2025 to discuss the Company’s financial results for its third fiscal quarter of
2025 ended September 30, 2025, and 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 7.01 (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 November 4, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 4, 2025 |
STRAN & COMPANY, INC. |
| |
|
| |
/s/ Andrew Shape |
| |
Name: |
Andrew Shape |
| |
Title: |
President and Chief Executive Officer |
