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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): January 27, 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.)

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On January 27, 2025, Stran & Company, Inc. (the “Company”) received a written notification (the “Notification Letter”), from the Listing Qualifications Department (the “Staff”)  of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market tier of Nasdaq.

 

The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the requirement under the Bid Price Rule exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock, par value $0.0001 per share (“common stock”), for the 30 consecutive business days from December 9, 2024 to January 23, 2025, the Company no longer meets the requirement under the Bid Price Rule.

 

The Notification Letter does not impact the Company’s listing of the common stock on The Nasdaq Capital Market at this time. However, the Notification Letter provides that the Company’s name will be included on a list of all non-compliant companies which Nasdaq makes available to investors on its website at listingcenter.nasdaq.com, beginning five business days from the date of the Notification Letter.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until July 28, 2025, to regain compliance with the Bid Price Rule. To regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 for a minimum of ten consecutive business days under Nasdaq Listing Rule 5810(c)(3)(H). If the Company does not regain compliance during such 180-day period, the Company may be eligible for an additional 180 calendar days, provided that the Company meets the continued listing requirement for market value of publicly held shares under Nasdaq Listing Rule 5550(a)(5) and all other initial listing standards for The Nasdaq Capital Market, except for the Bid Price Rule, and the Company must provide a written notice of its intention to cure this deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the common stock, and the common stock will be subject to delisting. At that time, the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

 

The Company intends to monitor the closing bid price of the common stock and may, if appropriate, consider implementing available options to regain compliance with the Bid Price Rule.

 

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: January 31, 2025 STRAN & COMPANY, INC.
   
  /s/ Andrew Shape
  Name: Andrew Shape
  Title: President and Chief Executive Officer

 

 

2

 

 

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Cover
Jan. 27, 2025
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 27, 2025
Entity File Number 001-41038
Entity Registrant Name STRAN & COMPANY, INC.
Entity Central Index Key 0001872525
Entity Tax Identification Number 04-3297200
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 2 Heritage Drive
Entity Address, Address Line Two Suite 600
Entity Address, City or Town Quincy
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02171
City Area Code 800
Local Phone Number 833-3309
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock, par value $0.0001 per share   
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol SWAG
Security Exchange Name NASDAQ
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.81375   
Title of 12(b) Security Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.81375
Trading Symbol SWAGW
Security Exchange Name NASDAQ
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