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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): November 30, 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.

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On November 30, 2022, Stran & Company, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual meeting format. At the Annual Meeting, stockholders considered: (1) the election of six director nominees named in the Company’s proxy statement, and (2) the ratification of the appointment of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. At the close of business on the record date for the Annual Meeting, which was October 11, 2022, there were 19,073,975 shares of the Company’s Common Stock outstanding and entitled to be voted at the Annual Meeting. Each share of Common Stock was entitled to one vote per share. A total of 14,724,396 shares of Common Stock, representing approximately 77.19% shares of Common Stock outstanding and entitled to vote were represented virtually or by proxy at the Annual Meeting, and constituted a quorum to conduct business at the Annual Meeting. The Annual Meeting voting results of the two listed matters were as follows:

 

(1) Proposal One: Election of Directors. Stockholders elected each of the following nominees as a director to hold office until the 2023 Annual Meeting based on the following votes.

 

Nominee  For   Withheld   Broker
Non-Votes
 
Andrew Stranberg   11,012,666    47,030    3,664,700 
Andrew Shape   11,045,232    14,464    3,664,700 
Travis McCourt   10,960,941    98,755    3,664,700 
Alan Chippindale   10,952,264    107,432    3,664,700 
Alejandro Tani   10,957,030    102,666    3,664,700 
Ashley Marshall   10,962,968    96,728    3,664,700 

 

(2) Proposal Two: Ratify the Appointment of BF Borgers CPA PC as the Company’s Independent Registered Public Accounting Firm. Stockholders approved the ratification of the appointment of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, based on the following votes.

 

For

  Against   Abstain
14,633,159   84,229   7,008

 

There were no broker non-votes with respect to this proposal.

 

Item 8.01. Other Events.

 

On December 2, 2022, Stran & Company, Inc. (the “Company”) issued a press release announcing the execution of an asset purchase agreement relating to the acquisition of certain assets of the business known as Premier Business Services, located in Larchmont, New York. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information contained in this Item 8.01 and Exhibit 99.1, attached 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 other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  Description of Exhibit
99.1   Press Release dated December 2, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: December 2, 2022 STRAN & COMPANY, INC.
   
  /s/ Andrew Shape
  Name:  Andrew Shape
  Title: President and Chief Executive Officer

 

 

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