Business Context and Reporting Period
This Form 8-K Current Report is filed by Stran & Company, Inc. (Nasdaq: SWAG) for the reporting period ending April 30, 2025. The filing primarily addresses a change in the Company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and accounting firm transitions rather than financial performance data.
Material Changes
- Accountant Resignation: Marcum LLP resigned as the Company's independent registered public accounting firm effective April 30, 2025.
- New Appointment: CBIZ CPAs P.C. was engaged as the new independent registered public accounting firm on April 30, 2025, following its acquisition of Marcum's attest business on November 1, 2024.
- Audit Opinions: Marcum's audit reports for the years ended December 31, 2024, and 2023 were unqualified and did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, scope, or accounting principles.
Outlook, Risks, and Contingencies
Internal Control Weaknesses: The filing discloses material weaknesses in the Company's internal control over financial reporting that existed during the fiscal years ended December 31, 2024 and 2023, and through April 30, 2025. These include:
- Controls over formal review and evaluation of complex accounting transactions related to business combinations.
- Controls over management's formal review process, including timely review of accounts and reconciliations.
- Controls over income tax provisions and management review thereof.
- Controls over accounts receivable, unearned revenue, freight charges, inventory, and cost of sales.
- Controls over the presentation and disclosure of related party transactions.
- Information technology general controls related to access and change management.
Disagreements: There were no disagreements between the Company and Marcum regarding accounting principles, financial statement disclosures, or auditing scope. No consultations were held with CBIZ CPAs regarding accounting principles or reportable events prior to their engagement.
Investor Verification Checklist
- Verify the status of remediation plans for the six disclosed material weaknesses in internal controls.
- Review the letter from Marcum LLP (Exhibit 16.1) to confirm their agreement with the Company's disclosures regarding the resignation.
- Monitor future filings for any impact of the accounting firm transition on the audit timeline or financial reporting quality.
- Confirm that no undisclosed disagreements or reportable events exist between the Company and the former or new auditors.