Stran & Company Completes 07 Trade & Services Acquisition

TL;DR

Stran & Co. just bought 07 Trade & Services, deal closed Aug 23rd.

AI Summary

On August 23, 2024, Stran & Company, Inc. announced the completion of its acquisition of 07 Trade & Services. The company also entered into a material definitive agreement related to this acquisition. This filing also includes Regulation FD disclosures and financial statements and exhibits.

Why It Matters

This acquisition signifies a significant expansion for Stran & Company, potentially impacting its market position and future revenue streams.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks and potential financial complexities that could impact the company's performance.

Key Players & Entities

• Stran & Company, Inc. (company) — Registrant
• 07 Trade & Services (company) — Acquired entity
• August 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share SWAG The Nasdaq
• $4.81375 — of Common Stock at an exercise price of $4.81375 SWAGW The Nasdaq Stock Market LLC
• $1,098,800 — ts by the Purchaser to Secured Party of $1,098,800 (the "Cash Purchase Price"), and (b) th
• $5.5 million — tain liabilities totaling approximately $5.5 million (the "Assumed Liabilities"), subject to
• $150,000 — including the payment at the Closing of $150,000 to Warson Capital Partners, LLC, an inv
• $370,000 — nt, the Purchaser tendered to Bangarang $370,000, which was required to be paid via wire

Filing Documents

• ea0212358-8k_stran.htm (8-K) — 48KB
• ea021235801ex2-1_stran.htm (EX-2.1) — 108KB
• ea021235801ex2-2_stran.htm (EX-2.2) — 19KB
• ea021235801ex99-1_stran.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-24-072409.txt ( ) — 456KB
• swag-20240823.xsd (EX-101.SCH) — 4KB
• swag-20240823_def.xml (EX-101.DEF) — 26KB
• swag-20240823_lab.xml (EX-101.LAB) — 36KB
• swag-20240823_pre.xml (EX-101.PRE) — 25KB
• ea0212358-8k_stran_htm.xml (XML) — 6KB

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. The disclosure set forth under Item 2.01 of this Current Report on Form 8-K (this "Current Report") relating to the Sale Agreement and the Release Agreement (each as defined in Item 2.01 of this Current Report) is incorporated by reference into this Item 1.01.

01 Completion of Acquisition or

Item 2.01 Completion of Acquisition or Disposition of Assets. On August 23, 2024, Stran Loyalty Solutions, LLC, a Nevada limited liability company (the "Purchaser"), a wholly-owned subsidiary of Stran & Company, Inc., a Nevada corporation (the "Company"), entered into a Secured Party Sale Agreement, dated as of August 23, 2024 (the "Sale Agreement"), with Sallyport Commercial Finance, LLC, a Delaware limited liability company ("Secured Party"), pursuant to which the Purchaser agreed to purchase, on an as-is basis, all of the rights and interests of Bangarang Enterprises, LLC, a California limited liability company (d/b/a Gander Group) ("Bangarang"), in and to substantially all of the assets of Bangarang (the "Bangarang Assets") from Secured Party as a private sale pursuant to Article 9 of the Uniform Commercial Code (the "Bangarang Transaction"). Under the Sale Agreement, the aggregate consideration for the Bangarang Assets consisted of (a) cash payments by the Purchaser to Secured Party of $1,098,800 (the "Cash Purchase Price"), and (b) the assumption by the Purchaser of certain liabilities totaling approximately $5.5 million (the "Assumed Liabilities"), to Warson Capital Partners, LLC, an investment banking firm retained by Bangarang, for its fees and expenses with respect to the Bangarang Transaction, including the marketing for sale of the Bangarang Assets (the "Transaction Expense Payment"). At the consummation of the transactions contemplated by the Sale Agreement (the "Closing"), the Purchaser paid the Cash Purchase Price and assumed the Assumed Liabilities, including the payment of the Transaction Expense Payment. As a result of the Closing, the Company indirectly acquired substantially all of the assets of Bangarang, including all of the equity of Gander Group Louisiana, LLC, a Louisiana limited liability company

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 26, 2024, the Company issued a press release announcing the Closing. A copy of the press release is attached to this Current Report as Exhibit 99.1.

Forward-Looking Statements

Forward-Looking Statements The press release and the Act of 1933, as amended, and Section 21E of the Exchange Act, as amended, 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. 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 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,

01 Financial Statements and

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. Any financial statements that may be required to be filed under Item 9.01(a) of this Current Report will be filed by amendment to this Current Report no later than 71 days after the date that this Current Report is required to be filed. (b) Pro forma financial information. Any pro forma financial information that may be required to be filed under Item 9.01(b) of this Current Report will be filed by amendment to this Current Report no later than 71 days after the date that this Current Report is required to be filed. 3 (d) Exhibits Exhibit No. Description of Exhibit 2.1*+ Secured Party Sale Agreement, dated as of August 23, 2024, between Stran Loyalty Solutions, LLC and Sallyport Commercial Finance, LLC 2.2* Release Agreement, dated as of August 23, 2024, between Bangarang Enterprises, LLC and Stran Loyalty Solutions, LLC 99.1 Press Release dated August 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(2)(ii) because the Company has determined that the information is not material and is the type that the Company treats as private or confidential. + The schedules and other attachments to this exhibit have been omitted. The Company agrees to furnish a copy of any omitted schedules or attachments to the SEC upon request. 4

SIGNATURES

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: August 26, 2024 STRAN & COMPANY, INC. /s/ Andrew Shape Name: Andrew Shape Title: President and Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR