Business Context and Reporting Period
Company: Stran & Company, Inc. (Nasdaq: SWAG, SWAGW)
Filing Type: Form 8-K (Current Report)
Date of Report: December 17, 2024 (Event Date)
Reporting Period: This filing addresses a specific regulatory event regarding delisting notices received on December 17, 2024, and a press release issued on December 20, 2024.
Key Financial Metrics
This Form 8-K does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing is strictly a notice of a regulatory compliance issue.
Material Changes and Regulatory Status
- Delisting Determination: On December 17, 2024, the Company received a Staff delisting determination from Nasdaq.
- Reason for Action: Non-compliance with Nasdaq Listing Rule 5250(c)(1) (the "Filing Rule") due to failure to file Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, June 30, 2024, and September 30, 2024.
- Previous Notices: The Company was previously notified of non-compliance on June 21, 2024, August 23, 2024, and November 21, 2024.
- Failed Exception: The Company was granted an exception until December 16, 2024, to regain compliance but failed to file the required Forms 10-Q by that deadline.
- Immediate Effect: The determination has no immediate effect; trading suspension or delisting will not occur immediately.
Outlook, Management Commentary, and Risks
- Management Action: The Company intends to timely submit a request for a hearing before a Nasdaq Hearings Panel and request an extended stay of suspension.
- Stay of Suspension: A hearing request automatically stays suspension for 15 calendar days. The Company may request an extension through the hearing and any additional periods granted by the Panel.
- Risks and Uncertainties: There is no assurance that the Hearings Panel will grant an extended stay or that the Company will regain compliance by the end of any extension period.
- Contingencies: If the Panel rules against the Company or the stay expires without compliance, delisting may proceed.
Investor Verification Checklist
- Verify the status of the Company's request for a hearing with the Nasdaq Hearings Panel.
- Confirm whether the Company has filed the delinquent Forms 10-Q for Q1, Q2, and Q3 2024.
- Monitor for any announcements regarding the outcome of the hearing or the expiration of the automatic stay period.
- Check for any subsequent press releases or filings regarding the Company's ability to regain compliance.