Stran & Company, Inc. Announces Pricing of a $21.7 Million Private Placement

Rhea-AI Summary

Stran & Company, Inc. (NASDAQ: STRN, STRNW) has entered into a $21.7 million securities purchase agreement with institutional investors, involving the sale of 4,371,926 shares of common stock and 5,464,907 warrants. The exercise price for the warrants is set at $4.97 per share, expiring in five years. The gross proceeds will support acquisitions, technology investments, and marketing efforts. Closing is anticipated on December 10, 2021, subject to customary conditions. Notably, the securities will not be registered under the Securities Act and are offered only to accredited investors.

Positive

• The company raised approximately $21.7 million through a securities purchase agreement, enhancing its financial position.
• Funds will be allocated towards acquisitions, technology upgrades, and expanding marketing efforts, indicating growth potential.

Negative

• The securities are unregistered under the Securities Act, which may limit marketability and raise regulatory concerns.
• The warrants have a floor price that could be as low as $1.00 per share after shareholder approval, suggesting potential dilution.

Quincy, Mass, Dec. 08, 2021 (GLOBE NEWSWIRE) -- Stran & Company, Inc. ("Stran" or the "Company") (NASDAQ: STRN) (NASDAQ: STRNW), a leading outsourced marketing solutions provider that leverages its promotional products and loyalty incentive expertise, today announced that it entered into a securities purchase agreement with certain institutional investors to purchase approximately $21.7 million worth of its common stock and warrants in a private placement.

Under the terms of the securities purchase agreement, Stran has agreed to sell 4,371,926 shares of its common stock and warrants to purchase 5,464,907 shares of common stock. The warrants will be exercisable immediately upon the date of issuance and have an exercise price of $4.97 per share. The warrants will expire five years from the date of issuance. The purchase price for one share of common stock and one and one-fourth corresponding warrant will be $4.97. The warrants are subject to standard anti-dilution provisions and with respect to any subsequent equity sale that is deemed a dilutive issuance, the warrants will be subject to a floor price of $4.80 per share before shareholder approval is obtained. After shareholder approval is obtained, the floor price will be reduced to $1.00 per share. The gross proceeds to the Company from the private placement are estimated to be approximately $21.7 million before deducting the placement agent's fees and other estimated offering expenses. The offering is expected to close on or about December 10, 2021, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the private placement for acquisitions and partnerships, investments in technology and expanding corporate infrastructure, expansion of its sales team and marketing efforts and for general working capital and administrative purposes.

EF Hutton, division of Benchmark Investments, LLC, is acting as exclusive placement agent for the offering.

The shares of common stock and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Stran & Company, Inc.

Over the past 26 years, Stran has grown to become a leader in the promotional products industry, specializing in complex marketing programs to help recognize the value of promotional products, branded merchandise and loyalty incentive programs as a tool to drive awareness, build brands and impact sales. Stran is the chosen partner of many Fortune 500 companies, across a variety of industries, to execute their promotional marketing, loyalty and incentive, sponsorship activation, recruitment, retention, and wellness campaigns. Stran provides world-class customer service and utilizes cutting-edge technology, including efficient ordering and logistics technology to provide order processing, warehousing and fulfillment functions. The Company’s mission is to develop long-term relationships with its clients, enabling them to connect with both their customers and employees in order to build lasting brand loyalty. Additional information about the Company is available at: www.stran.com.

Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the SEC and other reports filed with the SEC thereafter. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

FAQ

What is the securities purchase agreement announced by Stran on December 8, 2021?

Stran announced a securities purchase agreement to sell approximately $21.7 million worth of common stock and warrants to institutional investors.

How many shares and warrants is Stran selling in this private placement?

Stran is selling 4,371,926 shares of common stock and warrants to purchase 5,464,907 additional shares.

What is the exercise price for the warrants issued by Stran?

The exercise price for the warrants is $4.97 per share.

When is the expected closing date for Stran's private placement offering?

The offering is expected to close on December 10, 2021, subject to customary closing conditions.

What will Stran use the proceeds from its securities purchase agreement for?

The proceeds will be used for acquisitions, technology investment, expanding the sales team, and general working capital.