Stran & Company Announces Receipt of Nasdaq Staff Delisting Determination

Rhea-AI Summary

Stran & Company (NASDAQ: SWAG) has received a Staff delisting determination from Nasdaq on December 17, 2024, due to non-compliance with the Filing Rule. The company failed to file its Quarterly Reports on Form 10-Q for March 31, June 30, and September 30, 2024. Despite being granted an exception until December 16, 2024, Stran did not meet compliance requirements.

The delisting determination does not immediately affect trading or result in suspension. Stran can request a hearing before a Hearings Panel, which typically occurs 30-45 days after the request. A hearing request automatically stays the suspension for 15 days, with the possibility of extension through the hearing period. The company intends to request both a hearing and an extended stay.

Positive

• Trading suspension not immediate, allowing time for remediation
• Option to request hearing and suspension stay available

Negative

• Failed to file three consecutive quarterly reports (Q1, Q2, Q3 2024)
• Non-compliance with Nasdaq listing requirements
• Risk of potential delisting from Nasdaq
• Failed to meet December 16, 2024 compliance deadline

Insights

Legal & Compliance Expert

<p>The receipt of a Nasdaq Staff delisting determination represents a <b>severe compliance issue</b> for Stran & Company. The company has failed to file three consecutive quarterly reports (Q1, Q2 and Q3 2024), violating the fundamental requirement of maintaining current financial disclosures. Despite receiving multiple notifications and a compliance extension until December 16, 2024, Stran failed to meet its obligations.</p><p>The company's immediate strategy to request a hearing before the Hearings Panel will provide temporary relief through an automatic 15-day suspension stay. However, the persistent pattern of non-compliance and missed deadlines suggests deeper operational or financial reporting challenges. Historical precedent shows that companies failing to file multiple consecutive reports often face significant challenges in maintaining their listing status, even with panel intervention.</p><p>For shareholders, this situation creates substantial uncertainty regarding the company's financial health and transparency. The inability to access current financial statements severely impairs investment decision-making and raises red flags about potential underlying issues.</p>

Financial Analyst

<p>The prolonged absence of financial reporting through missed Form 10-Q filings is particularly concerning for a micro-cap company with a market capitalization of only <money>$17.2</money> million. The lack of current financial statements creates an information vacuum that typically leads to increased volatility and declining investor confidence. Small-cap companies facing delisting risks often experience significant share price pressure and reduced institutional interest.</p><p>The timing is especially problematic as it spans three quarters, leaving investors without visibility into the company's operational performance throughout most of 2024. This extended period of non-disclosure could indicate internal control issues, accounting complexities, or more serious financial difficulties that prevent timely reporting. The market typically interprets such extensive delays in financial reporting as a major red flag, often leading to significant stock price deterioration.</p>

Quincy, MA, Dec. 20, 2024 (GLOBE NEWSWIRE) -- Stran & Company, Inc. ("Stran" or the "Company") (NASDAQ: SWAG) (NASDAQ: SWAGW), a leading outsourced marketing solutions provider that leverages its promotional products and loyalty incentive expertise, today announced that on December 17, 2024, it received a letter from the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), issuing a Staff delisting determination (the “Staff Determination”). The Staff Determination noted that the Staff had notified the Company on June 21, 2024, August 23, 2024 and November 21, 2024 that the Company did not comply with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”) because the Company had not filed its Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, June 30, 2024, and September 30, 2024 (the “Forms 10-Q”) with the Securities and Exchange Commission (the “SEC”). The Staff Determination noted that, based on the Staff’s review and the materials submitted on August 20, 2024, the Staff granted the Company an exception until December 16, 2024 to regain compliance with the Filing Rule. The Staff Determination stated that the Company had not met the terms of the exception. Specifically, the Company has not filed the Forms 10-Q as required by the Filing Rule. The Staff Determination has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company’s common stock.

The Staff Determination notified the Company that the Company may request a hearing before a Hearings Panel (“Hearings Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request. A request for a hearing regarding a delinquent filing will automatically stay the suspension of the Company’s securities for a period of 15 days from the date of the hearing request. However, when the Company requests a hearing, it may also request an extension of the stay through the hearing and the expiration of any additional extension period granted by the Hearings Panel following the hearing. However, there can be no assurance that the Hearings Panel will grant the Company an additional extension, or that the Hearings Panel will grant the Company’s request for an extended stay, or that the Company will be able to regain compliance by the end of any additional extension period. In the unlikely event that Nasdaq is not able to rule on the stay request prior to the expiration of the automatic stay, it has been Nasdaq’s recent practice to take no action until the Hearings Panel is able to make a ruling on the extended stay request. Upon such Hearings Panel ruling on the extended stay, the Company intends to make a further announcement.

Accordingly, the Company intends to timely submit a request for a hearing and for an extended stay before a Hearings Panel.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires the public announcement of the Staff Determination by issuing a press release, in addition to filing a Current Report on Form 8-K if required by SEC rules.

About Stran
For over 29 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 promotional programs manager 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 Company’s periodic reports which are filed with the Securities and Exchange Commission. 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.

Contacts:

Investor Relations Contact:
Crescendo Communications, LLC
Tel: (212) 671-1021
SWAG@crescendo-ir.com 

Press Contact:
Howie Turkenkopf
press@stran.com 

FAQ

Why did Stran & Company (SWAG) receive a Nasdaq delisting notice in December 2024?

Stran received a delisting notice for failing to file its Q1, Q2, and Q3 2024 Quarterly Reports (Forms 10-Q) with the SEC, violating Nasdaq Listing Rule 5250(c)(1).

What happens to SWAG stock trading after the Nasdaq delisting determination?

The delisting determination has no immediate effect on trading. Trading will continue while Stran can request a hearing and receive an automatic 15-day suspension stay.

How long does Stran (SWAG) have to appeal the Nasdaq delisting decision?

Stran can request a hearing before a Hearings Panel, which typically occurs 30-45 days after the request. The request includes an automatic 15-day suspension stay.

What options does Stran (SWAG) have to maintain its Nasdaq listing?

Stran can request a hearing, obtain a temporary stay, and seek an extended stay through the hearing period. The company must also file its missing quarterly reports to regain compliance.