Current Report Filing (8-k)
2022年8月19日 - 9:01PM
Edgar (US Regulatory)
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2022-08-17
2022-08-17
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STRN:CommonStockParValue0.0001PerShareMember
2022-08-17
2022-08-17
0001872525
STRN:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf4.81375Member
2022-08-17
2022-08-17
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):
August 17, 2022
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
|
|
STRN |
|
The NASDAQ Stock Market LLC |
Warrants, each warrant exercisable for one share
of Common Stock at an exercise price of $4.81375 |
|
STRNW |
|
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. ☐
As previously reported, on May 20, 2022,
Stran & Company, Inc. (the “Company”), established a trading plan (the “Trading Plan”) with B. Riley Securities,
Inc. (“B. Riley”) intended to qualify under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (“Rule 10b-18”).
The Trading Plan instructs B. Riley to repurchase shares of common stock of the Company for the Company’s account in accordance
with Rule 10b-18 and the Company’s instructions. Repurchases under the Trading Plan are scheduled to terminate as late as May 2023.
Also as previously reported, as of June 30, 2022,
the Company had suspended its stock repurchase program, including repurchases under the Trading Plan. The suspension of the stock repurchase
program was intended to allow the Company to prioritize other planned uses of its capital resources. The suspension was also implemented
in accordance with the Company’s insider trading policy. The Company’s insider trading policy generally permits insider purchases
of the Company’s stock only during the period beginning on the second business day following the day of public release of the Company’s
quarterly (or annual) earnings and ending on the last day of the then-current quarter.
On August 17, 2022, the Company determined that
market conditions warranted a resumption of repurchases under the Trading Plan. The Company also determined that its resumed repurchases
would be in accordance with the Company’s insider trading policy, which may affect the timing of further repurchases under the Trading
Plan.
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 19, 2022 |
STRAN & COMPANY, INC. |
|
|
|
/s/ Andrew Shape |
|
Name: Andrew Shape |
|
Title: President and Chief Executive Officer |
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