UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____________ to
_____________

 Commission File No. 001-41038

 (Exact name of registrant as specified in its charter)

 Nevada

 04-3297200

 (State or other jurisdiction
 of incorporation or organization)

 (I.R.S. 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)

 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, $0.0001 par value per share

 SWAG

 The Nasdaq Stock Market LLC

 Warrants, each warrant exercisable for one share of Common Stock, $0.0001 par value per share, at an exercise price of $4.81375

 SWAGW

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated
filer

 Non-accelerated filer

 Smaller
reporting company

 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.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June 28, 2024 (the last business day of
the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's shares of
common stock held by non-affiliates (based upon the closing price of such shares as reported on The Nasdaq Stock Market LLC) was $ 11,070,515.52.
Shares held by each executive officer and director and by each person who owned more than 10% of the outstanding shares of common stock
have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

 As of April 8, 2025, there were a total of 18,608,408 shares of
the registrant's common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Stran & Company, Inc.

 Annual Report on Form 10-K

 Year Ended December 31, 2024

 Page

 PART I - FINANCIAL INFORMATION

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 PART II - OTHER INFORMATION

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosure About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10–K Summary

 Signatures

 i

 INTRODUCTORY NOTES

 Use of Terms

 Except as otherwise indicated by the context and
for the purposes of this Annual Report on Form 10-K only, references to "we," "us," "our," and the
"Company" are to Stran & Company, Inc., a Nevada corporation, and its consolidated subsidiaries; references to "Stran"
or "Stran & Company, Inc." are to Stran & Company, Inc., a Nevada corporation; references to "Stran Loyalty
Solutions" or "SLS" are to Stran Loyalty Solutions, LLC, a Nevada limited liability company and a wholly-owned subsidiary
of Stran & Company, Inc.; and references to "Gander Group Louisiana" are to Gander Group Louisiana, LLC, a Louisiana limited
liability company, a wholly owned subsidiary of Stran Loyalty Solutions.

 Note Regarding Trademarks, Trade Names and
Service Marks

 We use various trademarks, trade names and service
marks in our business, including "STR N," "STR N promotional solutions," "Stran Promotional Solutions,"
and "Gander Group." For convenience, we may not include the, or symbols, but such
omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any
other trademarks, trade names or service marks referred to in this report are the property of their respective owners.

 Note Regarding Industry and Market Data

 This report includes industry data and forecasts
that we obtained from industry publications and surveys including but not limited to certain publications of the promotional products
member groups Advertising Specialty Institute (ASI) and the Promotional Products Association International (PPAI), as well as public filings
and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has
been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information.
Statements as to our ranking, market position and market estimates are based on third-party forecasts, management's estimates and
assumptions about our markets and our internal research. We have not independently verified such third-party information, nor have we
ascertained the underlying economic assumptions relied upon in those sources, and we cannot assure you of the accuracy or completeness
of such information contained in this report. Such data involve risks and uncertainties and is subject to change based on various factors,
including those discussed under Item 1A. " Risk Factors " and "— Note Regarding Forward-Looking Statements "
below.

 Note Regarding Forward-Looking Statements

 This report contains forward-looking statements
that are based on our management's beliefs and assumptions and on information currently available to us. All statements other than
statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance
and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 our goals and strategies;

 our business development, financial condition and results of operations;

 expected changes in our revenue, costs or expenditures;

 growth and competition trends in our industry;

 ii

 our expectations regarding demand for, and market acceptance of, our products or services;

 our expectations regarding our relationships with investors, institutional funding sources and other parties
with whom we collaborate;

 our expectations regarding the availability and use of financing from our revolving line of bank credit,
other credit facilities, or sales of equity or debt securities;

 future fluctuations in general economic and business conditions in the markets in which we operate; and

 future relevant government policies and regulations relating to our industry.

 In some cases, you can identify forward-looking
statements by terms such as "may," "could," "will," "should," "would," "expect,"
"plan," "intend," "anticipate," "believe," "estimate," "predict,"
"potential," "project" or "continue" or the negative of these terms or other comparable terminology.
These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and
unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.
Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item
1A. " Risk Factors " and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying
assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking
statements. No forward-looking statement is a guarantee of future performance.

 In addition, statements that "we believe"
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to
unduly rely upon these statements.

 The forward-looking statements made in this report
relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the
federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other reason.

 Summary of Risk Factors

 The following is a summary of material risks that
could affect our business. This summary may not contain all of our material risks, and it is qualified in its entirety by the more detailed
risk factors set forth under Item 1A. " Risk Factors ".

 Changes to trade regulation, quotas, duties, tariffs or other restrictions caused by the changing U.S.
and geopolitical environments or otherwise, such as those with respect to China, may materially harm our revenue and results of operations,
such as by increasing our costs and/or limiting the amount of products that we can import.

 Increases in the price of merchandise and raw materials used to manufacture our products could materially
increase our costs and decrease our profitability.

 Our customers may cancel or decrease the quantity of their orders, which could negatively impact
our operating results.

 We may be unable to identify or to complete acquisitions or to successfully integrate the businesses we
acquire.

 iii

 If our information technology systems suffer interruptions or failures, including as a result of cyberattacks,
our business operations could be disrupted and our reputation could suffer.

 We rely on software and services from other parties. Defects in or the loss of access to software or services
from third parties could increase our costs and adversely affect the quality of our products.

 Failure to comply with data privacy and security laws and regulations could adversely affect our operating
results and business.

 The Consumer Product Safety Improvement Act and other existing or future government regulation
could harm our business or may cause us to incur additional costs associated with compliance.

 We are subject to international, federal, national, regional, state, local and other laws and regulations,
and failure to comply with them may expose us to potential liability.

 Implementation of technology initiatives could disrupt our operations in the near term and fail to provide
the anticipated benefits.

 Inability to attract and retain key management or other personnel could adversely impact our business.

 Failure to preserve positive labor relationships with our employees could adversely affect our results
of operations.

 We are exposed to the risk of non-payment by our customers on a significant amount of our sales.

 There is a risk of dependence on one or a group of customers.

 Our business incurs significant freight and transportation costs. Any changes in our shipping arrangements
or any interruptions in shipping could harm our business, results of operations and financial condition.

 Our business may be impacted by unforeseen or catastrophic events, including the emergence of pandemics
or other widespread health emergencies, terrorist attacks, extreme weather events or other natural disasters and other unpredicted events.

 We face intense competition within our industry and our revenue and/or profits may decrease if we are
not able to respond to this competition effectively.

 We face intense competition to gain market share, which may lead some competitors to sell substantial
amounts of goods at prices against which we cannot profitably compete.

 Global, national or regional economic slowdowns, high unemployment levels, fewer jobs, changes in tax
laws or cost increases might have an adverse effect on our operating results.

 The promotional products, trade show and events marketplace, loyalty and program management business industries
are subject to pricing pressures that may cause us to lower the prices we charge for our products and services that adversely affect our
financial performance.

 The apparel industry, including corporate identity apparel, is subject to changing fashion trends and
if we misjudge consumer preferences, the image of one or more of our brands may suffer and the demand for our products may decrease.

 iv

 Climate change impacts including supply chain disruptions, operational impacts, and geopolitical events
may impact our business operations.

 Our success depends upon the continued protection of our intellectual property rights and we may be forced
to incur substantial costs to maintain, defend, protect and enforce our intellectual property rights.

 Increased focus by governments, vendors, stockholders, and customers on sustainability issues, including
those related to climate change, may have a material adverse effect on our business and operations.

 Some of the products that we design or otherwise assist customers with producing create exposure
to potential product liability, warranty liability or personal injury claims and litigation.

 Defects in the products that we design or otherwise assist customers with producing could reduce
demand for our products and result in a decrease in sales and market acceptance and damage to our reputation.

 We may be subject to periodic litigation in both domestic and international jurisdictions that may adversely
affect our financial position and results of operations.

 Volatility in the global financial markets could adversely affect results.

 We identified material weaknesses in our internal control over financial reporting as of December 31,
2024. If we fail to remediate the material weaknesses, we may be unable to accurately report our financial results or prevent fraud, and
investor confidence and the market price of our shares may be adversely affected.

 Increases in the cost of employee benefits could impact our financial results and cash flow.

 Adverse developments affecting the financial services industry, such as actual events or concerns involving
liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our
current and projected business operations and our financial condition and results of operations.

 We have restated our financial statements. The restatement has consumed a significant amount of management
time and resources and may continue to do so. In addition, the restatement may subject us to a number of additional risks and uncertainties,
including the increased possibility of legal proceedings and could adversely impact our operations.

 We may recognize impairment charges, which could adversely affect our financial condition and results
of operations.

 If we are unable to accurately predict our future tax liabilities, become subject to increased levels
of taxation or our tax contingencies are unfavorably resolved, our results of operations and financial condition could be adversely affected.

 v

 ITEM 1. BUSINESS.

 Overview

 We are an outsourced marketing
solutions provider, working closely with our customers to develop sophisticated marketing programs that leverage our promotional products
and loyalty incentive expertise. We develop long-term relationships with our customers, enabling them to connect with both their customers
and employees in order to build lasting brand loyalty. It is our mission to drive brand awareness and affect behavior through visual,
creative, and technology solutions.

 We purchase
products and branding through various third-party manufacturers and decorators and resell the finished goods to customers. In addition
to selling branded products, we offer our clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting
branded merchandise and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order
and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business
service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale
(POS) displays; and loyalty and incentive programs.

 These valuable services, as well as the deep level
of commitment we have to the business operations of our customers, have resulted in a strong and stable position within the industry.

 We specialize in managing complex promotional
marketing programs to help recognize the value of promotional products and branded merchandise as a tool to drive awareness, build brands
and impact sales. This form of advertising is very powerful and impactful and particularly effective at building brand loyalty because
it typically uses products that are considered useful and appreciated by recipients and are retained and used or seen repeatedly, repeating
the imprinted message many times without adding cost to the advertiser. We have built the tools, processes, relationships and the blueprint
to maximize the potential of these products and deliver the most value to our customers.

 For over 30 years we have
grown into a leader in the promotional products industry, ranking 20 th on PPAI's Top 100 Distributors 2024 list and 27 th
on ASI's Top 40 Distributors 2024 list. Our co-founder and Chief Executive Officer and President, Andrew Shape, was also named 2023
Person of the Year by promotional products industry periodical Counselor. Since our first year of operations in 1995, our annual
revenues have gradually grown from approximately $240,000 to approximately $82.7 million in 2024, a compound annual growth rate of approximately
22.3%, and between 2018 and 2024, our revenues grew at a compound annual growth rate of approximately 22.8%.

 As of December 31, 2024,
we had total assets of approximately $55.1 million with total stockholders' equity of $31.6 million.

 We serve a highly diversified
customer base across many industry verticals including pharmaceutical and healthcare, manufacturing, gaming, technology, finance, construction
and consumer goods. Many of our customers are household names and include some of the largest corporations in the world.

 Our sales increased 8.8% year-over-year in 2024
compared to 2023, which we believe was primarily due to higher spending from existing clients
as well as business from new customers. Additionally, we benefited from the acquisition of the assets
of T R Miller Co., Inc., a Massachusetts corporation ( " T R Miller "),
in June 2023, and from the acquisition of substantially all of the assets (the " Gander
Group Assets ") of Bangarang Enterprises, LLC, a California limited liability
company (d/b/a Gander Group) ("Gander Group"), in August 2024.

 Our headquarters are located
at Quincy, Massachusetts, with additional offices located in Warsaw, Indiana; Mt. Pleasant, South Carolina; Walpole, Massachusetts; Tomball,
Texas; and Irvine, California. We also have sales representatives in 22 additional locations across the United States and a network of
service providers in the U.S. and abroad, including factories, decorators, printers, logistics firms, and warehouses.

 Our Industry

 Overview of Promotional Products Market

 The promotional products industry is large yet
highly-fragmented, with thousands of smaller participants and indications of a lack of market power in any one firm or group of firms.
The industry has generally experienced growth as businesses continuously invest in sophisticated marketing campaigns involving multiple
types of advertising. Promotional products are items used to promote a product, service or company program including advertising specialties,
premiums, incentives, business gifts, awards, prizes, commemoratives and other imprinted or decorated items. They are usually given away
by companies to consumers or employees. The largest promotional products trade organizations are the Advertising Specialty Institute (ASI)
and Promotional Products Association International (PPAI).

 U.S. Promotional Products is a Large and
Growing Market

 According to ASI, the market for promotional products
sales reached a record high of $26.6 billion in 2024. Moreover, the promotional products market is only one segment of a total addressable
market of possibly up to $406 billion, based on the size of the promotional products market ($26.1 billion in 2023 according to ASI);
the product packaging market ($185 billion as of 2021, according to Mordor Intelligence, a leading market intelligence and advisory firm);
the loyalty incentive programs market ($90 billion annually according to the Incentive Marketing Association, the umbrella organization
for suppliers in the incentive marketplace); the printing market ($83 billion projected for 2023, according to IBISWorld, an industry
research provider); and the trade show and conference planning market ($22 billion projected for 2023, according to IBISWorld).

 The
Promotional Products Industry Is Resilient To Other Forms of Advertising

 The promotional
products industry is relatively insulated from other forms of advertising such as television and digital advertising. Although promotional
products compete for space within an advertising budget with other forms of advertising, particularly online advertising, they offer distinct
benefits, particularly due to their physical nature, which may help distributors and suppliers continue to sell these products and related
services despite these budgetary pressures. Data shows that promotional products are more effective in generating brand recognition and
sales than other forms of advertising, including television and online advertisements. These factors help shield established industry
firms like ours from the technological and competitive disruption experienced by other types of media advertisers.

 The Promotional Products Industry is Highly
Fragmented

 The promotional products
industry is also highly fragmented. As of 2024, the firm with the greatest percentage of industry sales generated $1.3 billion in sales
but made up only approximately 5.0% of the $26.6 billion in sales generated in 2024 by promotional products distributors, based on information
reported by ASI and the firm itself. As a group, the top 40 distributors had approximately 37.9% market share as of 2024, based on total
sales of approximately $9.9 billion out of total promotional products distributors' revenues for 2024 of $26.1 billion, based on
ASI's reports.

 Unlike our company, which
provides comprehensive solutions to complex promotional and branding challenges, we view most of our competitors as generally falling
into one of the five categories below:

 Online e-tailer. Heavily rely on marketing and online advertising to sell directly to businesses,
offering little or no strategic support or program infrastructure.

 Franchise Model. Consists of many smaller firms or independent representatives without a consistent
strategic vision. They do not offer consistent pricing and have fragmented service capabilities.

 Large and Inflexible. Focus on large enterprise customers, struggling to serve the needs of smaller
spend opportunities (less than $3 million annually). They tend to lack in delivering a high level of service and are limited in their
ability to react to changes in the market.

 Non-Core Offering. Offer promotional merchandise as an add-on to their core business or have grown
through acquisition without any unification strategy.

 Small Mom-and-Pop. Have little or no infrastructure or executive oversight. Do not have the financial
backing, technology, or infrastructure to support growth or ability to execute comprehensive marketing programs or large opportunities.

 Promotional Products are a High-impact, Cost-effective Advertising
Medium

 Because promotional products are useful and appreciated
by recipients, they are retained and used, repeating the imprinted message many times without added cost to the advertiser. ASI's
Global Ad Impressions Study, 2023 Edition, reported:

 Promotional products are the most highly regarded form of advertising, more than newspapers, radio, magazine,
television, internet, or mobile ads.

 Up to 85% of promotional products recipients remember the advertiser worldwide.

 Over 60% of consumers who received outwear and drinkware as promotional products report they would keep
the items for two years or longer, suggesting that businesses using promotional products may generate long-term revenues and other valuable
goodwill from them.

 In 2018, PPAI reported that promotional products
are the most impactful form of advertising across all generations. Whereas reportedly less than 55% of consumers read or watch an entire
advertisement online, in an email, on television, in the mail, in a magazine, or on the radio, over 80% of consumers retain promotional
products. Moreover, promotional products have been ranked the most effective form of advertising across all generations, outranking even
television, online, print, and mobile forms. A 2019 PPAI report revealed additional statistics reflecting the significant impact of promotional
products on consumers:

 96% of consumers like to know ahead of time when companies offer promotional products.

 Eight out of ten consumers enjoy receiving promotional products.

 Seven in ten consumers would like to receive promotional products more often.

 79% of consumers, including over a third of Millennials and 20% of Generation Z consumers, pass on promotional
products that they no longer want, increasing their potential reach and effectiveness.

 Nearly all consumers say they would go out of
their way to receive promotional products.

 As of 2016, PPAI reported that, overall, buyers
consider promotional products mostly or always effective in achieving marketing goals. They generally consider promotional products more
effective than social media and nearly as effective as all other media. Data indicates that the majority of buyers do have a budget set
aside for promotional products. However, for more than 72% the allocation is less than 20% of their marketing advertising budget. When
asked what their plans were for promotional products spend over the next 12 months, only 3% projected a decrease in product purchases.
This data suggests that the potential for promotional products' market growth is significant.

 Competitive Strengths

 We believe our key competitive strengths include:

 Superior and Distinctive Technology. We have invested in sophisticated, efficient ordering and
logistics technology that provides order processing, warehousing and fulfillment functions. We continue to invest in our technology infrastructure,
including many customized solutions developed on Adobe Inc. ("Adobe")'s open-source e-commerce platform, Magento Open
Source. We have also invested in an internal commercial Enterprise Resource Planning (ERP) system, Oracle/NetSuite's NetSuite ERP,
which is expected to enhance the process of gathering and organizing the business data of our company through an integrated software suite,
and was launched in the first half of 2025. Additional NetSuite phases will be planned and rolled out in the future as necessary.

 Leading Market Position. Our over 30 years' history and size make us a leader in the U.S.
promotional products industry. We believe that the key benefits of our scale include an ability to efficiently implement large and intensive
programs; an ability to invest in sales tools and technologies to support our customers; and operating efficiencies from our scalable
infrastructure. We believe our market position and scale enhances our ability to increase sales to existing customers, attract new customers
and enter into new markets.

 Extensive Network. We have developed a deep network of collaborator factories, decorators, printers,
and warehouses around the globe. This network helps us find the right solution to meet our customers' needs, whether they are financial,
timing, geographic, or brand goals. This model provides the flexibility to proactively manage our customers' promotional needs efficiently.
As a result, we believe that we have an excellent reputation with our customers for providing a high level of prompt customer service.

 Customer-Centric Approach. Our customer-centric approach is what has fueled our growth since our
inception and our early adoption of technology to solve challenges for our clients set us apart in our early growth. We strive to understand
the goals and challenges that our customers face, building unique solutions and seeing each campaign through to completion as an extension
of their team.

 Diversified Customer Base. We sell our products to over 2,000 active customers and over 30 Fortune
500 companies, including long-standing programs with recurring revenue coming from well recognized brands and companies. Our largest customer
accounted for 8.4% and 14.4% of overall revenue during 2024 and 2023, respectively. Our top 10 customers in 2024 and 2023 contributed
38.1% and 46.1% of revenue, respectively. Our customers span many industries, including pharmaceutical and healthcare, manufacturing,
technology, finance, construction and consumer goods.

 Experienced Senior Management Team. Our senior management team, led by our co-founder and Chief
Executive Officer and President, Andrew Shape, is comprised of seasoned industry professionals and veterans of our company. Our senior
management has an average of over 20 years of experience in the promotional products industry.

 Asset Acquisition Experience. We have made six acquisitions over the past five years through asset
purchase agreements. Each of these acquisitions has provided a strategic or operational advantage, such as an expanded geographic footprint
into a new market or industry vertical, or alternatively provided new operational capabilities such as a warehouse with fulfillment or
kitting capabilities. Our experience of identifying target acquisitions and integrating them into our organization further enhances our
profile within the promotional products industry. We continue to explore and pursue additional acquisition opportunities that are appropriate.
Please see " Growth Strategies – Selectively Pursue Acquisitions " below for a discussion of our asset acquisition
strategy.

 Growth Strategies

 The key elements of our strategy to grow our business
include:

 Selectively Pursue Acquisitions. We believe that we are well-suited to capitalize
on opportunities to acquire businesses with key customer relationships or have other value-added products or services that complement
our current offerings. Our acquisition strategy consists of increasing our share in existing markets, adding a presence in new or complementary
regions, utilizing our scale to realize cost savings, and acquiring businesses offering synergistic services such as printing, packaging,
POS displays, loyalty and incentive program management, and decoration, or offering additional differentiators. We also have experience
acquiring and integrating six complementary businesses. See " Competitive Strengths – Asset Acquisition Experience ".

 We believe that this strategy and experience
will help us to pursue suitable acquisition opportunities in the future and integrate them successfully. Consistent with this strategy,
we continue to evaluate potential acquisition targets, particularly with the following attributes:

 Geographic balance, with a focus on acquiring a company in the branded merchandise space based in the
southern and western United States (including Florida, Texas, or California) in the $5-10 million revenue range; and

 Businesses with complimentary offerings to increase Stran's portfolio of services and depth of expertise
in these additional industries: Packaging; Loyalty & Incentive; Decorators (for screen printer, embroidery, direct-to-garment, rub-on
transfers, etc.); and Event/Tradeshow Services.

 Innovate and Invest in Technology. We continue to invest in upgrades to our platform for
customers' promotional e-commerce objectives, including customizable and scalable features, developed on Adobe's open-source
e-commerce platform, Magento Open Source. We have also invested in an internal commercial Enterprise Resource Planning (ERP) system, Oracle/NetSuite's
NetSuite ERP, which is expected to enhance the process of gathering and organizing the business data of our Company through an integrated
software suite, and was launched in the first half of 2025. Additional NetSuite phases will be planned and rolled out in the future as
necessary. We believe that it is necessary to continue focusing on the buildout of our technology offerings in order to meet the evolving
needs of our customers. Additionally, our strong technology platform will support our acquisition strategy to integrate acquired businesses
into our existing platforms. We intend to continue making significant investments in research and development and hiring top technical
talent.

 New Client Development. Our sales and marketing teams are tasked with continuously growing
their books of business by nurturing existing business relationships while actively seeking new opportunities with new customers. We will
continue to promote and ask for referrals from satisfied customers who often refer us to other potential clients. We continuously seek
to build our sales forces through hiring of experienced individuals with established books of business as well as hiring less-experienced
individuals that we hope to develop into productive sales representatives. As we continue to grow, we are hiring sales representatives
in different geographies across the U.S. that further diversify our customer base and attract new customers. We will continue to build
sales and marketing campaigns to promote Stran, including social media, search engine optimization (SEO), HubSpot Inbound Marketing, and
other alternative platforms. We also plan to continue to identify and exhibit at appropriate tradeshows, conferences, and events where
we have had success.

 Develop and Penetrate Customer Base. We plan to further expand and leverage our sales force
and broad product and service offering to upsell and cross-sell to both develop new clients and further penetrate our existing customer
base. Many of our services work together and build on each other to offer greater control and consistency of our customers' brands
as well as improved efficiency and ease of use for their team. Our goal is to become an extension of our customers' team and to
support their organizations in using physically branded products in the most effective means possible. For example, we can offer a one-stop
solution for all tradeshow and event asset management objectives. From pre-show mailings to special event materials, we can help design
as well as produce and manage all tradeshow materials and processes from start to finish. With multiple warehouses strategically located
throughout the United States, we offer logistics solutions and expertise to effectively fulfill customers' events needs across the
country. The internal inventory-management version of our e-commerce platform provides the ability to manage not only a customer's
assets for its booth or event setup, but also its literature, giveaways, and more. We will ship out all assets with return labels for
post-show logistics and establish standard operating procedures for every asset to be returned back into inventory.

 Other strategies that we plan to implement
to expand our customer base with expanded sales staff and technology resources include:

 Convert Transactional Customers to Programs. For the Stran & Company, Inc. operating
segment, the majority of our revenue is derived from program business, although only a small percentage of our customers are considered
programmatic. For the years 2024 and 2023, program clients accounted for 83.3% and 81.4% of total revenue, respectively. Less than 350
of our more than 2,000 active customers are considered to be program clients. With a larger sales force and other resources, we believe
we can convert more of our customer base from transactional customers into program clients with much greater revenue potential. We define
transactional customers as customers that place an order with us and do not have an agreement with us covering ongoing branding requirements.
We define program clients as clients that have a contractual obligation for specific ongoing branding needs. Program offerings include
ongoing inventory, use of technology platform, warehousing, creative services, and additional client support. Program customers are typically
geared towards longer-lasting relationships that help secure recurring revenue well into the future.

 Strengthen Marketing and Social Media Outreach. We plan to expand sales and marketing tools
and campaigns to promote the Company, and enhancing our digital marketing efforts, including paid search advertising, search engine optimization
(SEO), social media platforms, such as Instagram and Linked In, and other alternative marketing platforms.

 Tradeshows and Events. We plan to strategically increase our exhibitor presence at appropriate
shows and events such as ProcureCon Marketing, Association of National Advertisers Masters of B2B Conference, National Beer Wholesalers
Association (NBWA), Bar Convent Brooklyn, New England Cannabis Convention (NECANN), and one or more HR focused show(s). In addition, Gander
Group is a registered exhibitor at the Indian Gaming Tradeshow and Convention.

 Extend Relationships. We plan to identify and approach more print, fulfillment, and agency
collaborators to sell into their customer base.

 Referrals. We believe we will generate more customer referrals by offering an enhanced loyalty
and customer incentive program.

 Products and Services

 Overview

 Since our inception over 30 years ago, we have
provided clients with marketing services that help drive sales, and make an impact using custom-branded merchandise, commercial print,
loyalty and incentive programs, packaging and POS solutions while providing a technology solution to deliver these products and services
efficiently via our warehouse and fulfillment system.

 Our value to our customers is to be an extension
of their own teams. We work to understand the different business and marketing goals of each customer and provide solutions that incorporate
technology, human capital, and physical branded goods to solve their business challenges. This model of outsourced combined marketing
and program-management services is unique in the promotional products industry, which is dominated by online e-tailers, franchisees, and
mom-and-pop businesses. To achieve this value, we have built the internal resources, knowledge, and processes to support our clients with
more than just commodity items.

 We are both program managers and creative marketers,
having developed multiple teams within our organization to specialize and focus our efforts on supporting customers with the specific
support that they need:

 Operations and e-commerce teams create custom-tailored technology solutions that enable our clients to
view, manage and distribute branded merchandise to their appropriate audience in an efficient and cost-effective manner.

 Account teams work with client stakeholders to understand goals, objectives, marketing and human-resources
initiatives, and the ongoing management of the account.

 In-house creative agency and product merchandising teams support the account team to provide unique and
custom product ideas along with additional design services such as billboards, annual reports, and digital ad assets.

 Merchandising team as well as members of our account teams attend trade shows domestically and internationally
across a variety of markets, allowing us to provide a diverse assortment of product offerings to our clients.

 Technology and program teams offer technology solutions to help efficiently manage the order process,
view products and inventory available, distribute products in the most cost-effective manner, and provide reports and metrics on the activity
of the account.

 We work closely with industrial designers of several
of our key collaborators to understand the research and trends that are influencing product development in the six- to 18-month window
ensuring that our team is up-to-date on trends in the industry.

 Promotional Product Programs

 We run complex corporate promotional marketing
programs for clients across many different industry verticals. Most of our clients take advantage of all the services we provide; however,
at the core of every program are the promotional products themselves. Our team works diligently to stay on point with the current trends
so our clients' branded products are relevant. We distribute a wide variety of promotional products to our customers, with the most
popular promotional products including wearables, writing utensils, drinkware, technology and events-related products.

 Loyalty and Incentives Programs

 We build custom solutions for customers looking
to drive either customer or employee behavior. We help our customers build a customer loyalty program or an employee incentive program
that meets each customer's specific needs. Our solutions can include gamification tools, social media integration, and a points-based
plan that rewards clients' users with a combination of physical products, digital rewards, gift cards, and experiential rewards
nurturing loyalty to their brand. For example, we worked closely with a global producer of vaccines and medicines for animals, to design
and implement a two-tier incentive program in which, on one tier, veterinarians were incentivized to purchase from our customer through
providing them with promotional branded products, and, on a second tier, a loyalty points program featuring prepaid debit card rewards
for end-user pet owners who buy their products.

 In developing our loyalty and incentive offering,
Stran has taken a similar approach as we have in other areas of our business. Instead of developing our own internal solutions organically,
we have sought out relationships with businesses with a variety of offerings that meet the very different needs of each of our customers.
By using a collection of third-party providers, we are able to offer a more robust technology solution that meets the constantly evolving
and changing needs of our incentive users.

 Packaging and Point of Sale

 Presentation makes all the difference. Clever
and custom packaging and POS displays are essentials for elevating brand awareness and critical for driving sales. From packaging of corporate
merchandise and promotional products to developing custom POS displays, clients come to us when they want to stand out and show the quality
that their brands offer. We produce custom packaging and POS projects domestically as well as overseas for larger-run custom programs
for many of our clients.

 Commercial and Digital Printing

 Printed informational materials used for marketing,
or marketing collateral, such as business cards and brochures, are an essential component to effectively conveying information and marketing
messages, and arguably all businesses use some form of marketing collateral. When a customer needs print collateral, our digital print-on-demand
options route their orders through our technology platform and to our network of commercial printers to ensure that our customers can
print each piece of collateral in the most effective and efficient manner. By offering print management with our promotional branded merchandise
solutions, we help our customers create impactful presentations and mailings through the most efficient processes.

 Warehouse and Fulfillment

 We offer a global solution for warehousing and
fulfillment through a network of fulfillment providers including a 14-year relationship with industry leader Harte Hanks. These long-standing,
strategic relationships provide our clients with process-driven fulfillment solutions that are scalable to meet client needs including
real-time inventory reporting, climate-controlled facilities, high-value product security, storage, digital print-on-demand, and direct-mail
solutions. Our custom front-end technology solution is directly integrated with the warehouse management software of our strategic global
warehouse collaborators.

 In addition to continuing to use our third-party
logistics partners like Harte Hanks, we are expanding our in-house warehouse, decoration, and fulfillment capabilities. Our acquisition
of the business and assets of T R Miller provides us with an approximately 25,000-square-foot warehouse, production, and distribution
center in Walpole, Massachusetts and our acquisition of Trend Brand Solutions provides us with an approximately 5,000 square-foot warehouse
and distribution center in Tomball, Texas. We leverage these facilities to offer our customers specialty fulfillment, kitting, and warehousing,
allowing us greater control and flexibility to meet the complex demands of our customers.

 Technology

 Our custom-developed e-commerce Magento Open Source
platform allows our customers to manage all facets of their marketing program, linking branded merchandise, print, event assets, customer
relationship management, or CRM, loyalty and incentives in a single solution. Our platform creates cost savings, increasing market efficiencies
and brand consistency. With real-time accessibility to the necessary data to operate a complex demanding marketing program including hierarchy
user profile groups, multi-lingual, multi-currency, multi-checkout methods and integration into many major ERP systems (SAP ERP, NetSuite
ERP, Workday, etc.). Our on-demand mobile reporting dashboard capabilities allows the ability for self-service access within our systems
empowering clients with raw data to make informative decisions for their program.

 We have also invested in an internal commercial
Enterprise Resource Planning (ERP) system, Oracle/NetSuite's NetSuite ERP, which is expected to enhance the process of gathering
and organizing the business data of our company through an integrated software suite, and was launched in the first half of 2025. Additional
NetSuite phases will be planned and rolled out in the future as necessary. NetSuite combines accounting, order management, inventory,
CRM, and presentation functionality. We believe that this ERP will reduce inefficiencies, expenses and headcount, automate current manual
processes, and potentially contribute to growing net revenues.

 Human Capital and Culture

 We are more than an efficient distributor or supplier,
and we offer our customers more than just products. We help them achieve their marketing and business goals using branded merchandise
supported with technology, logistics, creative services, and account support. In order to provide all of these value-added services, we
must leverage and cultivate the talent of our employees.

 As an organization
we encourage our team to engage with professional development opportunities. These opportunities include online courses, webinars, training
sessions, and participation in various networking and professional development groups. As such we currently have a member of our
team who serves on the board of directors for NEPPA (New England Promotional Products Association), a regional trade association, as well
as a member of Chief, a network of 20,000 women executives, representing 10,000 companies and 77% of the Fortune 100, designed specifically
for women executives to strengthen their leadership and maximize their business impact. Emp owering
our team to grow their own careers helps ensure that we are more knowledgeable, experienced, and engaged.

 Pricing

 As a large
and growing firm with over 500 suppliers and due to our membership in Facilisgroup, Stran has the purchasing power to receive advantageous
pricing, helping us with price-sensitive bids. Facilisgroup, a buying group of fewer than 1% of distributors in the industry, processed
over $1.4 billion of sales in 2023. Pursuant to our Sublicense Agreement, we may access Facilisgroup's @ease proprietary software
tools for promotional products business management and analysis and a white labelled, managed, product website which we may use to sell
promotional products under our brand. We may also access its "Signature Collection" website which Facilisgroup promises offers
the best products and margins.

 In addition
to this competitive buying power, Stran has developed factory direct relationships with multiple factories in the U.S. and overseas. These
direct relationships require additional vetting, longer production times, and larger production runs. However, we work to blend production
from factory direct manufacturing with our other suppliers to continue to drive costs down on commodity-based items. We compete regularly
with larger competitors and maintain healthy margins using this strategy for sourcing and procuring products.

 Supplier and Fulfillment Relationships

 We have formed strategic relationships with fulfillment
and commercial print providers in the United States in order to effectively warehouse and distribute merchandise from one or more of our
warehouse facilities depending on our customer's requirements. For over 30 years, we have developed these strategic relationships
in order to offer our clients a powerful solution for their branded merchandise needs. Together, we have experience in developing custom
marketing solutions for our clients and regularly kit together promotional printed items and branded product into a single package. Our
expertise in product development and sourcing, technology development, and program management combined with our various collaborators'
superior warehousing, logistics, fulfillment, distribution and print services are a competitive advantage.

 We offer a global solution for warehousing and
fulfillment through a network of fulfillment providers including a 14-year relationship with industry leader Harte Hanks. We buy products
and certain raw materials from a supplier network of factories, both domestic and international, as needed. We also outsource certain
technology services such as web hosting and data backup. We do not believe that we are dependent on any supplier. Should any of these
suppliers terminate their relationship with us or fail to provide the agreed-on services, we believe that there would be sufficient alternatives
to continue to meet customer demand and comply with our contractual obligations without interruption.

 Marketing

 We have a direct sales team
consisting of over 53 outside sales representatives and 25 in-house sales representatives. We incentivize our representatives with a competitive
compensation, incentive, and commission structure.

 Our marketing approach combines
the sales funnel concept of the marketing process with digital and in-person marketing efforts. We market to a large number of prospects
at the top of the sales funnel to make them aware of our business and our products and services by combining lead-generation activities
with digital marketing, including website content, SEO, paid ads, and email list promotions, and in-person activities including tradeshow
and other events. We use targeted emails, social media messages, and other digital and in-person lead-nurturing activities, develop case
studies, and apply other digital and in-person sales tools to market to prospects that demonstrate interest in our business. For prospects
that demonstrate readiness to buy and reach the bottom of the sales funnel, we use tools such as sales presentations, sales proposals,
and sell sheets.

 Our efforts in in-person
marketing include expanding the number of tradeshows and conferences that we attend and sponsor across different industry verticals. At
these tradeshows, we plan to target representatives of specific industry verticals, such as the beverage industry or the gaming market,
and a variety of professionals attending events focused in the areas of marketing or procurement development.

 In addition to efforts to
develop new business opportunities, our marketing team works closely with our sales team and our managers to develop opportunities from
existing customer accounts. With existing customers, we are seeking to cross-sell and expand our services to encompass all employee, customer,
and partner loyalty and engagement programs that are designed to reward loyalty through a combination of premium products, branded merchandise,
and digital and experiential rewards.

 Customers and Markets

 Stran's
customer base includes approximately 2,000 active customers and over 30 Fortune 500 companies,
servicing a diverse customer base, encompassing pharmaceutical and healthcare, manufacturing, gaming, technology, finance, construction
and consumer goods. Our active customers are any organizations, businesses, or divisions
of a parent organization which have purchased directly or indirectly from us within the last two years, and include organizations that
have bought from other organizations for which Stran acts as an established subcontractor. We have long-term contracts with many of our
customers, though most do not have minimum guarantees. We have ongoing contracts with clientele in such industries as financial services,
casino gaming, consumer packaged goods, retail clothing and accessories, pet food and medicine, fitness, child care, retail hardware,
fast food franchises, health care, and environmental services. Contracts are often multi-year and auto-renewing. Our average contract
lifespan is approximately 10 years. Alternatively, we do have inventory guarantees where the customer must purchase any inventory held
by us that has been purchased on their behalf within the contractual time periods. Our active customers may be broken into two main categories,
transactional clients and program clients.

 During 2024,
sales to our largest two customers were 8.4% and 6.8% of total revenue, respectively. During
2023, sales to our largest two customers were 14.4% and 7.8% of total revenue, respectively. All other customers generated less than 5%
of sales, and the vast majority generated less than 1% of sales.

 While our customer contracts are typically auto-renewing
and we have many long-term established customer relationships, most of our customer contracts do not have any minimum or exclusive purchase
guarantees, other than as to inventory already ordered by them or their program participants. There is no assurance of recurring revenues.
We are not dependent on any particular customer or group of customers, and our highest-grossing contracts may change from year to year
due to client brand initiatives.

 We do business principally with customers based
in the United States, although we also provide e-store, logistical support and other promotional services for client programs in Canada
and Europe.

 Online Store

 We have been a leader in the use of technology
to offer our clients an online platform to more efficiently manage their promotional marketing programs and to give them the ability to
sell branded merchandise directly to consumers. We launched our first online store for one of our clients in 1999. Today we offer a custom-built
technology platform which offers a B2C (business-to-consumer) retail shopping experience combined with all of the back-end functionality
required of a powerful B2B (business-to-business) marketing services platform. Our technology platform services over 280 online stores
for our clients.

 Our Online Store Account Managers are responsible
for ensuring that our stores are up to date with all products, images, and descriptions. As new products are approved to be added to the
online store, our account manager will work the appropriate resources to prep the images, write the descriptions and upload the images.
Typically, this process will take 24-48 hours. For inventoried products, we typically do not make the products live on the website until
they have been received into inventory and are ready to be fulfilled.

 If there is an issue with an online store, we
have dedicated account-specific customer service teams who support all aspects of order fulfillment that the user can contact to help
resolve. If there is a back-order situation where an order would not be able to ship complete or on time, the appropriate team will review
the order and advise the customer on the best and timeliest options to fulfill the order.

 Competition

 Our major competitors include companies such as
4Imprint Group plc (LSE: FOUR.L), Brand Addition Limited (The Pebble Group plc) (LSE: PEBB), BAMKO LLC (Superior Group of Companies, Inc.)
(Nasdaq: SGC), Staples Promotional Products (Staples, Inc.), Boundless Network, Inc. (Zazzle Inc.), Custom Ink, Cimpress plc (Nasdaq:
CMPR), HALO Branded Solutions, Inc., Imagine This (Shye West, Inc.), Power Promotions, Inc. and Global Promotional Sourcing, LLC. We also
compete with a multitude of foreign, regional and local competitors that vary by market. If our existing or future competitors seek to
gain or retain market share by reducing prices, we may be required to lower our prices, which would adversely affect our operating results.
Similarly, if customers or potential customers perceive the products or services offered by our existing or future competitors to be of
higher quality than ours or part of a broader product mix, our revenues may decline, which would adversely affect our operating results.

 Our Program Management

 We are experienced and industry-leading program
managers who integrate all aspects of a successful program. Our program team works hand in hand with our account teams to drive the processes
and procedures that ensure we are effectively managing our programs. For Stran, program management is built upon six key building blocks:

 Creative Products. We approach promotional marketing, branded merchandise, and loyalty and
incentives with the structure and vision of an ad agency. We have built a robust creative and merchandising team that works collaboratively
with our account teams to bring fresh ideas and identify future trends for each of our program clients. We proactively develop merchandising
plans, source products, offer individual personalization, understand trends, and make continuous improvements to the product offering
based on user demand and marketing goals. We also offer multiple procurement methods within the same platform. These include inventoried
products, made-to-order products, and personalized products. Our approach is to utilize all three procurement methods within a single
program to take advantage of the benefits each method offers. In addition to these three procurement models, Stran has developed strong
factory direct relationships with factories around the globe. We utilize these relationships to help drive down costs for our clients.
In order to ensure that we can bring products to market quickly and reduce the possibility of backorders, Stran uses a blended approach
to sourcing. We work with our domestic supply base to bookend our overseas inventory purchases. Stran purchases and owns inventory for
many clients. This benefits our customers by allowing for budget flexibility and a pay-as-you-go model, resulting in reduced upfront costs
and streamlined accounting and reporting.

 Robust Technology. We have developed our own custom technology platform based on
Magento Open Source, an open-source software e-commerce platform. Using Magento we have been able to build a custom solution that meets
the very distinctive needs of each of our clients. Stran is constantly making improvements and enhancements to our technology offerings.
Client stores feature the ability to purchase a combination of inventoried products in addition to on-demand, and personalized products.
The front-end responsive design ensures an impressive mobile experience. Our platform is user-friendly and easy to use while robust enough
to offer many of the requirements needed in a traditional B2B solution. The requirements can include allocation to cost centers, departments,
or general ledger codes; approval hierarchies; varied product selection or pricing by user group; and robust reporting. Our custom-built
platform is also tied directly into our fulfilment center system for streamlined flow of data and we are capable to tying our platform
into third party software such as Salesforce as well as accounting and procurement software.

 Global Distribution. We offer a global solution for warehousing and fulfillment through
a network of industry-leading fulfillment providers including a close working relationship with Harte Hanks, an industry leader in warehousing,
fulfillment, print-on-demand, direct mail, and kitting. The relationship between Stran and Harte Hanks has been fine-tuned over a 14-year
period and allows Stran to do what we do best, which is the creativity, product procurement, technology and account management while allowing
Harte Hanks to do what they do best, which is process-driven fulfillment. Through our longstanding relationship with Harte Hanks we have
developed integrated account management teams which ensures that while the customer has a large and diverse account team to support all
their program needs, they also have a single account director responsible for all aspects of their program.

 Under our agreement with Harte Hanks,
as amended and supplemented, we may subcontract to Harte Hanks one or multiple functions as appropriate, such as e-store website setup;
ongoing website inventory management services; monthly account management services; and print-on-demand, warehousing, fulfillment, pick/pack/ship,
and other inventory management services. Costs and fees depend on types of services provided and any special or custom work that we request
on behalf of our customers.

 In addition to continuing to use our
third-party logistics partners like Harte Hanks, we are expanding our in-house warehouse, decoration, and fulfillment capabilities. Our
acquisition of T R Miller provides us with a 25,000-square-foot warehouse and distribution center in Walpole, Massachusetts and our acquisition
of Trend Brand Solutions provides us with a 5,000 square-foot warehouse and distribution center in Tomball, Texas. We leverage these facilities
to offer our customers specialty fulfillment, kitting, and warehousing, allowing us greater control and flexibility to meet the complex
demands of our customers.

 Proactive Customer Services. Customer service is a key component of the overall success
of an organization. Each account is assigned a single dedicated account director who is responsible for all aspects of the customer's
program. This account director is supported by an online store account manager, a special-order account manager, a fulfillment account
manager, account coordinators, a merchandiser, art team support, operations team support, and accounting support. The customer's
account director works with program stakeholders on weekly status calls, quarterly business reviews and an annual review. We also use
customer feedback surveys periodically to gain insight from the power users of the customer' program and we have a formal corrective
action process to address any issues that are not caught through our proactive efforts.

 Integration. Offering our clients an industry-leading technology platform that stands alone
only adds so much value. We have worked to ensure that our platform can be easily integrated with as many other technology platforms used
by our clients as possible. This helps our clients in many different ways depending on the specific integrations. We can integrate with
various CRM or marketing automation platforms to help our clients track and measure who is using the marketing assets that we provide
and how they are performing. We can also integrate with a number of different accounting and procurement systems. This helps our clients
better control their spend as well as account for their spend. By forming a close working relationship with worldwide logistics leader
Harte Hanks as our warehouse collaborator, we offer the most robust warehousing, fulfillment, kitting, and other logistics capabilities
available domestically and internationally. In addition to their multiple U.S. locations for warehousing and fulfillment, Harte Hanks
is a leader in print-on-demand and direct mail. Harte Hanks completes over 3 million on-time shipments of time-sensitive materials each
year. Being able to integrate print, product, packaging, kitting, and direct mail, we help our client be more impactful and efficient
with their promotional marketing efforts.

 Intellectual Property

 We conduct our business using the registered trademark "STR N"
and "Gander Group" as well as the registered trade name "Stran Promotional Solutions". We also use the unregistered
logo "STR N promotional solutions".

 To protect our intellectual property, we rely
on a combination of laws and regulations, as well as contractual restrictions. Federal trademark law protects our registered trademark
STR N and Gander Group and may protect our unregistered logo "STR N promotional solutions". We also rely on the
protection of laws regarding unregistered copyrights for certain content we create and trade secret laws to protect our proprietary technology
including our e-commerce platform and ERP system. To further protect our intellectual property, we enter into confidentiality agreements
with our executive officers and directors.

 Seasonality and Cyclicality

 Our business
and the promotional products industry overall is generally subject to some seasonal fluctuations. The final quarter of the calendar year
is generally the strongest due to the holiday selling season and customers exhausting annual marketing budgets, while the first quarter
of the calendar year is generally the weakest due to customers planning their budgets and marketing campaigns for the upcoming year.

 Portions
of the promotional products industry are cyclical in nature. Generally, when economic conditions are favorable, the industry tends to
perform well. When the economy is weak or if there are economic disturbances that create uncertainty with corporate profits, the promotional
products industry tends to experience low or negative growth.

 Security

 We regularly receive and store information about
our customers, vendors and other third parties. We have programs in place to detect, contain, and respond to data security incidents.
See Item 1C. " Cybersecurity ". However, because the techniques used to obtain unauthorized access, disable or degrade
service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate
these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we develop or procure from
third parties or through open-source solutions may contain defects in design or manufacture or other problems that could unexpectedly
compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third
parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members, contractors, and vendors.

 Employees

 As of March 25, 2025, we employed 153 full-time
employees, 3 part-time employees and 15 independent contractors.

 We do not believe any of our employees are represented
by labor unions, and we believe that we have an excellent relationship with our employees.

 Regulation

 Trade Regulations

 As disclosed above, our suppliers generally source
or manufacture finished goods in parts of the world that may be affected by the imposition of duties, tariffs or other import regulations
by the United States. The Company believes that its redundant network of suppliers provide sufficient capacity to mitigate any dependency
risks on a single supplier.

 We buy promotional products from suppliers or
factories both domestically and internationally as needed. We do not depend on any single supplier. However, if we are unable to continue
to obtain our finished products from international locations or if our suppliers are unable to source raw materials, it could significantly
disrupt our business. Further, we are affected by economic, political and other conditions in the United States and internationally, including
those resulting in the imposition or increase of import duties, tariffs and other import regulations and widespread health emergencies,
which could have a material adverse effect on our business.

 Laws and Regulations Relating to E-Commerce

 Our business is subject to a variety of laws and
regulations applicable to companies conducting business on the internet. Jurisdictions vary as to how, or whether, existing laws governing
areas such as personal privacy and data security, consumer protection or sales and other taxes, among other areas, apply to the internet
and e-commerce, and these laws are continually evolving. For example, certain applicable privacy laws and regulations require us to provide
customers with our policies on sharing information with third parties, and advance notice of any changes to these policies. Related laws
may govern the manner in which we store or transfer sensitive information or impose obligations on us in the event of a security breach
or inadvertent disclosure of such information. Additionally, tax regulations in jurisdictions where we do not currently collect state
or local taxes may subject us to the obligation to collect and remit such taxes, or to additional taxes, or to requirements intended to
assist jurisdictions with their tax collection efforts.

 The production, distribution and sale in the United
States of many of our products are subject to the Federal Food, Drug, and Cosmetic Act, the Federal Trade Commission Act, the Lanham Act,
state consumer protection laws, competition laws, federal, state and local workplace health and safety laws, various federal, state and
local environmental protection laws, various other federal, state and local statutes applicable to the production, transportation, sale,
safety, advertising, labeling and ingredients of such products, and rules and regulations adopted pursuant to these laws. Outside the
United States, the distribution and sale of our many products and related operations are also subject to numerous similar and other statutes
and regulations.

 We are subject to various federal, state and local
laws and regulations, including but not limited to, laws and regulations relating to labor and employment, U.S. customs and consumer product
safety, including the Consumer Product Safety Improvement Act (the "CPSIA"). The CPSIA created more stringent safety requirements
related to lead and phthalates content in children's products. The CPSIA regulates the future manufacture of these items and existing
inventories and may cause us to incur losses if we offer for sale or sell any non-compliant items. Failure to comply with the various
regulations applicable to us may result in damage to our reputation, civil and criminal liability, fines and penalties and increased cost
of regulatory compliance. We are also subject to various state consumer protection laws such as Proposition 65 in California, which requires
that a specific warning appear on any product that contains a substance listed by the State of California as having been found to cause
cancer or birth defects, unless the amount of such substance in the product is below a safe harbor level.

 New legislation or regulation, the application
of laws from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the
internet and e-commerce generally could result in significant additional taxes on our business. Further, we could be subject to fines
or other payments for any past failures to comply with these requirements. The continued growth and demand for e-commerce is likely to
result in more laws and regulations that impose additional compliance burdens on e-commerce companies.

 Laws and Regulations Relating to Data Privacy

 In the ordinary course of our business, we might
collect and store in our internal and external data centers, cloud services and networks sensitive data, including our proprietary business
information and that of our customers, suppliers and business collaborators, as well as personal information of our customers and employees.
The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. The number
and sophistication of attempted attacks and intrusions that companies have experienced from third parties has increased over the past
few years. Despite our security measures, it is impossible for us to eliminate this risk.

 A number of U.S. states have enacted data privacy
and security laws and regulations that govern the collection, use, disclosure, transfer, storage, disposal, and protection of personal
information, such as social security numbers, financial information and other sensitive personal information. For example, all 50 states
and several U.S. territories now have data breach laws that require timely notification to affected individuals, and at times regulators,
credit reporting agencies and other bodies, if a company has experienced the unauthorized access or acquisition of certain personal information.
Other state laws, particularly the California Consumer Privacy Act, as amended ("CCPA"), among other things, contain disclosure
obligations for businesses that collect personal information about residents in their state and affords those individuals new rights relating
to their personal information that may affect our ability to collect and/or use personal information. Moreover, on January 28, 2022, the
California Attorney General announced that certain consumer loyalty programs are subject to the CCPA, which may affect some of our customers
who use our loyalty program services if they are found not to comply with the CCPA's requirements. Effective January 1, 2023, we
also became subject to the California Privacy Rights Act (the "CPRA"), which expands upon the consumer data use restrictions,
penalties and enforcement provisions under the California Consumer Privacy Act.

 In addition to California, the following U.S.
states have enacted comprehensive consumer privacy protection laws:

 Virginia's Consumer Data Protection Act ("VCDPA") establishes
rights for Virginia consumers to control how companies use individuals' personal data. The VCDPA dictates how companies must protect
personal data in their possession and respond to consumers exercising their rights, as prescribed by the law, regarding such personal
data. The VCDPA went into effect on January 1, 2023.

 The Colorado Privacy Act (the "CPA") and
 Connecticut's An Act Concerning Personal Data Privacy and Online Monitoring ("CDPA"),
effective as of July 1, 2023, are similar comprehensive consumer privacy laws in Colorado and Connecticut, respectively.

 Effective as of December 31, 2023, the Utah Consumer Privacy
Act ("UCPA") regulates business handling of consumers' personal data in Utah.

 Effective as of July 1, 2024, the Texas Data Privacy and Security
Act ("TDPSA") and the Oregon Consumer Privacy Act ("OCPA") became comprehensive privacy laws in Texas and
Oregon, respectively.

 Effective as of October 1, 2024, the Montana Consumer Data Privacy
Act ("MCDPA") became a comprehensive privacy law in Montana.

 Effective as of January 1, 2025, the Iowa Consumer Privacy
Act ("ICPA"), the Delaware Personal Data Privacy Act ("DPDPA"), the Nebraska Data Privacy Act ("NEDPA"),
the New Hampshire Data Privacy Act ("NHDPA"), became comprehensive privacy laws
in Iowa, Delaware, Nebraska, and New Hampshire, respectively.

 Effective as of January 15, 2025, the New Jersey Data Protection
Act ("NJDPA") became a comprehensive privacy law in New Jersey.

 Effective as of July 1, 2025, the Minnesota Consumer Data Privacy Act ("MCDPA") and the Tennessee
Information Protection Act ("TIPA") will become comprehensive privacy laws in Minnesota and Tennessee, respectively.

 Effective as of October 1, 2025, the Maryland Online Data Privacy Act of 2024 ("MODPA") will
become a comprehensive privacy law in Maryland.

 Effective as of January 1, 2026, the Indiana Consumer Data Protection Act ("ICDPA"), the Kentucky
Consumer Data Protection Act ("KCDPA"), and the Rhode Island Data Transparency and Privacy Protection Act ("RIDTPPA")
will become comprehensive privacy laws in Indiana, Kentucky, and Rhode Island, respectively.

 The European Union (the "EU") General
Data Protection Regulation ("GDPR") imposes stringent requirements for controllers and processors of personal data of persons
in the EU, including, for example, more robust disclosures to individuals and a strengthened individual data rights regime, shortened
timelines for data breach notifications, limitations on retention of information, increased requirements pertaining to special categories
of data, and additional obligations when we contract with third-party processors in connection with the processing of the personal data.
The GDPR also imposes strict rules on the transfer of personal data out of the EU to the United States and other third countries. In addition,
the GDPR provides that EU member states may make their own further laws and regulations limiting the processing of personal data.

 The GDPR applies extraterritorially, and we may
be subject to the GDPR because of our data processing activities that involve the personal data of individuals located in the EU, such
as in connection with our EU-based students. Failure to comply with the requirements of the GDPR and the applicable national data protection
laws of the EU member states may result in fines of up to 20,000,000 or up to 4% of the total worldwide annual turnover of the preceding
financial year, whichever is higher, and other administrative penalties. GDPR regulations may impose additional responsibility and liability
in relation to the personal data that we process, and we may be required to put in place additional mechanisms to ensure compliance with
the new data protection rules.

 Following the withdrawal of the United Kingdom
from the EU and the expiry of the transition period, from January 1, 2021, the United Kingdom Data Protection Act 2018 ("UK GDPR")
retains in large part the GDPR in United Kingdom national law. The UK GDPR mirrors the fines under the GDPR, e.g., we could be fined up
to the greater of 20 million/ 17.5 million or 4% of global turnover under each regime.

 The Controlling the Assault of Non-Solicited Pornography
And Marketing Act, as amended (the "CAN-SPAM Act"), and similar laws adopted by several states, regulate unsolicited commercial
emails, create criminal penalties for emails containing fraudulent headers, and control other abusive online marketing practices. The
law also restricts data collection and use in connection with its opt-out process requirements for senders of commercial emails. Similarly,
the U.S. Federal Trade Commission has guidelines that impose responsibilities on us with respect to communications with consumers and
impose fines and liability for failure to comply with rules with respect to advertising or marketing practices it may deem misleading
or deceptive.

 The federal U.S. Children's Online Privacy
Protection Act ("COPPA"), the GDPR, and the UK GDPR impose additional restrictions on the ability of online services to collect
information from minors. In addition, certain states, including Utah and Massachusetts, have laws that impose criminal penalties on the
production and distribution of content that is "harmful to a minor."

 The interpretation and enforcement of the laws
and regulations described above are uncertain and subject to change, and may require substantial costs to monitor and implement and maintain
adequate compliance programs. Failure to comply with U.S. and international data protection laws and regulations could result in government
enforcement actions (which could include substantial civil and/or criminal penalties), private litigation and/or adverse publicity and
could negatively affect our operating results and business.

 Environmental Regulations

 We use certain plastic, glass, fabric, metal and
other products in our business which may be harmful if released into the environment. In view of the nature of our business, compliance
with federal, state, and local laws regulating the discharge of materials into the environment, or otherwise relating to the protection
of the environment, has had no material effect upon our operations or earnings, and we do not expect it to have a material impact in the
foreseeable future. However, see " Risk Factors – Risks Related to Our Business and Industry – Increased focus by
governments, vendors, stockholders, and customers on sustainability issues, including those related to climate change, may have a material
adverse effect on our business and operations. " and " Risk Factors – Risks Related to Our Business and Industry
– Environmental regulations may impact our future operating results. " for discussion of material related risks.

 Tax Laws and Regulations

 Changes in tax laws or regulations in the jurisdictions
in which we do business, including the United States, or changes in how the tax laws are interpreted, could further impact our effective
tax rate, further restrict our ability to repatriate undistributed offshore earnings, or impose new restrictions, costs or prohibitions
on our current practices and reduce our net income and adversely affect our cash flows.

 We are also subject to tax audits in the United
States and other jurisdictions and our tax positions may be challenged by tax authorities. Although we believe that our current tax provisions
are reasonable and appropriate, there can be no assurance that these items will be settled for the amounts accrued, that additional tax
exposures will not be identified in the future or that additional tax reserves will not be necessary for any such exposures. Any increase
in the amount of taxation incurred as a result of challenges to our tax filing positions could result in a material adverse effect on
our business, results of operations and financial condition.

 Other Regulations

 We are subject to international, federal, national,
regional, state, local and other laws and regulations affecting our business, including those promulgated under the Occupational Safety
and Health Act, the Consumer Product Safety Act, the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the rules and
regulations of the Consumer Products Safety Commission, the Food, Drug, and Cosmetic Act, the Foreign Corrupt Practices Act of 1977 (the
"FCPA"), various securities laws and regulations including but not limited to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Listing Rules of The
Nasdaq Stock Market LLC ("Nasdaq"), various labor, workplace and related laws, and environmental laws and regulations. Failure
to comply with such laws and regulations may expose us to potential liability and have an adverse effect on our results of operations.

 Corporate Structure and History

 Our company was incorporated in Massachusetts
on November 17, 1995 under the name "Str n & Company, Inc." We also use the registered trade name "Stran Promotional
Solutions".

 On September 26, 2020, we acquired certain assets
including the customer account managers and customer base of the Wildman Imprints promotional products business division of WBG.

 On May 24,
2021, we changed our state of incorporation to the State of Nevada by merging into Stran & Company, Inc., a Nevada corporation
that was incorporated on May 19, 2021, and changed the spelling of our name to "Stran
& Company, Inc." In addition, on May 24, 2021, o ur
authorized capital stock changed from 200,000 shares of common stock, $0.01 par value, to 350,000,000 shares, consisting of 300,000,000
shares of Common Stock, $0.0001 par value per share ("common stock"), and 50,000,000 shares of Preferred Stock, $0.0001 par
value per share ("preferred stock"). At the same time, we also completed a 100,000 -for-1
forward stock split of our outstanding common stock through the merger by issuing 100,000 shares of our common stock for each previously
outstanding share of common stock of our predecessor Massachusetts company. As a result of this stock split, our issued and outstanding
common stock increased from 100 shares to 10,000,000 shares, all of which were then held
by Andrew Stranberg, our Executive Chairman, Treasurer, Secretary, and director.

 Following our reincorporation in Nevada, on May
24, 2021, Mr. Stranberg was our sole stockholder then holding a total of 10,000,000 shares of our common stock. On the date of
the reincorporation transaction, Mr. Stranberg transferred 3,400,000 shares of common stock to Andrew Shape, our Chief Executive Officer
and President and director, and 800,000 shares of common stock to Randolph Birney, a former executive officer of the Company, pursuant
to stock purchase agreements. The price per share was equal to $0.1985 per share, which was the calculated price of a share of common
stock of the Company as of December 31, 2020 determined through a valuation of the shares of common stock of the Company dated April 27,
2021. Each of Messrs. Shape and Birney paid the purchase price for the shares to Mr. Stranberg through the delivery to Mr. Stranberg of
a secured promissory note effective as of May 24, 2021. Each of the promissory notes provides
for 2% simple annual interest. Pursuant to an amendment to the promissory notes and the related stock purchase agreements, dated as of
May 17, 2024, the principal and accrued interest must be repaid by each note's sixth anniversary, May 24, 2027. Each note grants
a security interest to Mr. Stranberg in the transferred shares as to the repayment obligations under the note.

 The stock purchase agreements, as amended, between
Mr. Stranberg and Messrs. Shape and Birney provided that the shares are also subject to a lockup provision providing that one-half of
the purchased shares may not be sold until the second anniversary of the date of the stock purchase agreement, or May 24, 2023; provided,
however, that such restriction on transfer will expire at a rate of 1/48 th of the shares subject to the restriction per month
over such two-year period. The shares were also subject to a market standoff provision restricting transfers and other dispositions of
the shares as reasonably requested by the Company and its underwriter until the date that is two years after its initial public offering,
which occurred on November 8, 2021. The shares were also formerly subject to a repurchase right which lapsed upon the occurrence of the
initial public offering. Subject to the above remaining restrictions, Messrs. Shape and Birney may sell the shares subject to the security
interest at prevailing market prices so long as such portion of the sale proceeds as is required under the promissory note to repay the
note is so used to repay the note.

 On May 24, 2021, Mr. Stranberg also transferred
700,000 shares of common stock to another third party pursuant to a stock purchase agreement subject to a different arrangement with Mr.
Stranberg from Mr. Shape and Mr. Birney's.

 On November 12, 2021, the Company completed its
initial public offering, in which it sold 4,337,349 units, each unit consisting of one share of common stock and a publicly-traded warrant
to purchase one share of common stock at the initial public offering price of $4.15 per unit, plus an additional 650,602 shares of common
stock and 650,602 publicly-traded warrants pursuant to the exercise of the underwriters' over-allotment option. Initially, the common
stock and publicly-traded warrants had been listed on The Nasdaq Capital Market tier of Nasdaq under the initial ticker symbols "STRN"
and "STRNW", respectively. Subsequently, we changed the ticker symbols of the shares and publicly-traded warrants to "SWAG"
and "SWAGW", respectively. Each whole share exercisable pursuant to the publicly-traded warrants had an initial exercise price
per share of $5.1875, equal to 125% of the initial public offering price. Due to our subsequent private placement of common stock and
common stock purchase warrants at a purchase price of $4.97 for one share and 1.25 warrants combined, after attributing a warrant value
of $0.125, the exercise price per share of the publicly-traded warrants was reduced to $4.81375 as of December 10, 2021. The publicly-traded
warrants were immediately exercisable and will expire on the fifth anniversary of the original issuance date. The units were not certificated.
The shares of common stock and publicly-traded warrants were immediately separable and were issued separately, though they were issued
and purchased together as a unit in the offering.

 On December 10, 2021, we completed a private placement
with several investors, wherein a total of 4,371,926 shares of common stock were issued at a purchase price of $4.97 per share, with each
investor also receiving a warrant to purchase up to a number of shares of common stock equal to 125% of the number of shares of common
stock purchased by such investor in the private placement, or a total of 5,464,903 shares, at an exercise price of $4.97 per share, for
a total purchase price of approximately $21.7 million. The warrants were immediately exercisable on the date of issuance, expire five
years from the date of issuance and have certain downward-pricing adjustment mechanisms, including with respect to any subsequent equity
sale that is deemed a dilutive issuance, in which case the warrants were subject to a floor price of $4.80 per share before stockholder
approval of the private placement was obtained, and after stockholder approval was obtained, such floor price would be reduced to $1.00
per share, as set forth in the warrants. On December 10, 2021, the holders of shares of common stock entitled to vote approximately 65.4%
of our outstanding voting stock on December 10, 2021 approved the Company's entry into the private placement. We filed preliminary
and definitive information statements on Schedule 14C with the Securities and Exchange Commission (the "SEC") on December
29, 2021 and January 11, 2022, and delivered copies of the definitive information statement to stockholders or their nominees on January
12, 2022. On January 31, 2022, the stockholders' consent became effective pursuant to Rule 14c-2 under the Exchange Act. As a result,
the exercise price of the warrants may be reduced to as low as $1.00 per share if their downward-pricing adjustment mechanisms become
applicable. The warrants issued in this private placement are not registered for resale or listed on any stock exchange and are subject
to restrictions on transfer. We engaged EF Hutton, division of Benchmark Investments, LLC ("EF Hutton") as our placement agent
for the private placement. We agreed, among other things, to issue the EF Hutton's designees warrants to purchase an aggregate of
131,158 shares of common stock, which is equal to 3.0% of the total number of shares issued in the private placement, at an exercise price
of $4.97 per share.

 On January 31, 2022, we acquired substantially
all of the assets used in the branding, marketing and promotional products and services business
of G.A.P. Promotions. On August 31, 2022, we acquired substantially all of the assets used
in the branding, marketing and promotional products and services business of Trend Brand
Solutions. On December 20, 2022, we acquired substantially all of the assets used in
the branding, marketing and promotional products and services business of Premier NYC. On
June 1, 2023, we acquired substantially all of the assets used in the branding,
marketing and promotional products and services business of T R Miller. On August 23, 2024, we acquired substantially all of the
assets used in the casino continuity and loyalty programs pr oducts and services business of Gander
Group.

 As of March 25, 2025, we had two subsidiaries,
Stran Loyalty Solutions and Gander Group Louisiana.

 Our principal executive offices are located at
2 Heritage Drive, Suite 600, Quincy, MA 02171 and our telephone number is 800-833-3309. We maintain a website at
Information available on our website is not incorporated by reference in and is not deemed a part of this report. Our fiscal year ends
on December 31. Neither we nor any of our predecessors have been in bankruptcy, receivership or any similar proceeding.

 ITEM 1A. RISK FACTORS.

 An investment in our securities involves a
high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information
contained or referred to in this report, before making an investment decision with respect to our securities. If any of the following
events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.
In that event, the market price of our shares could decline, and you could lose all or part of your investment.

 Risks Related to Our Business and Industry

 Changes to trade regulation, quotas, duties,
tariffs or other restrictions caused by the changing U.S. and geopolitical environments or otherwise, such as those with respect to China,
may materially harm our revenue and results of operations, such as by increasing our costs and/or limiting the amount of products that
we can import.

 Our operations are subject to various international
trade agreements and regulations. Generally, these trade agreements and regulations benefit our business by reducing or eliminating the
quotas, duties and/or tariffs assessed on products manufactured in a particular country. However, trade agreements and regulations can
also impose requirements that have a material adverse effect on our business, revenue and results of operations, such as limiting the
countries from which we can purchase raw materials, limiting the products that qualify as duty free, and setting quotas, duties and/or
tariffs on products that may be imported into the United States from a particular country. Certain inbound products to the United States
are subject to tariffs assessed on the manufactured cost of goods at the time of import. For example, during the prior Trump administration,
increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. The current Trump administration
has implemented additional tariffs, some of which apply to goods imported from China and other countries from which we import goods. As
a result, we have had to increase prices for certain products and may be required to raise those prices further, or raise our prices on
other products, which may result in the loss of customers and harm our operating performance. In response, in part, to tariffs levied
on products imported from China we have shifted away from Chinese or other foreign manufacturers of some of our products and may seek
to increase this shift due to U.S. tariffs or other aspects of U.S. trade policy, which may result in additional costs and disruption
to our operations.

 The countries in which our products are manufactured
or into which they are imported may from time-to-time impose new quotas, duties, tariffs and requirements as to where raw materials must
be purchased to qualify for free or reduced duty. These countries also may create additional workplace regulations or other restrictions
on our imports or adversely modify existing restrictions. Adverse changes in these costs and restrictions could harm our business. We
cannot assure that future trade agreements or regulations will not provide our competitors an advantage over us or increase our costs,
either of which could have a material adverse effect on our business, results of operations or financial condition. Nor can we assure
that the changing geopolitical and U.S. political environments will not result in a trade agreement or regulation being altered which
adversely affects our company. The U.S. government may decide to impose or alter existing import quotas, duties, tariffs or other restrictions
on products or raw materials sourced from those countries, which include countries from which we import raw materials or in which we manufacture
our products. Any such quotas, duties, tariffs or restrictions could have a material adverse effect on our business, results of operations
or financial condition.

 Shortages of supply of merchandise from
suppliers, interruptions in our manufacturing, and local conditions in the countries in which we source goods and materials could adversely
affect our results of operations.

 Along with
many companies that source goods and raw materials from abroad, we are currently experiencing continued supply disruptions and delays
due to a variety of reasons. These changes are partially driven by interruptions in global supply chains (including as a result of port
congestion, canal blockages and disruptions, and trucking shortages) and partially by a shift in customer buying habits to e-commerce,
which has the effect of increasing demand for shipping capacity from Asia, leading to capacity constraints. Both factors have increased
shipping times as well as the price of shipping, whether by sea, air, rail, or vehicle. Shipping delays combined with significant increases
in orders for our products have recently created, and are expected to continue to create, inventory pressure for us.

 As a distributor, we buy merchandise both from
multiple supply sources and from a network of factories in which we have developed direct relationships around the globe over the past
30 years. However, an unexpected interruption in any of the sources or facilities may temporarily adversely affect our results of operations
until alternate sources or facilities can be secured. We rely on the supply of different types of raw materials as well as textiles, including
plastic, glass, fabric and metal for our promotional products. Further, our suppliers generally source or manufacture finished goods in
parts of the world that may be affected by economic uncertainty, political unrest, labor disputes, health emergencies, or the imposition
of duties, tariffs or other import regulations by the United States.

 Increases in the price of merchandise and
raw materials used to manufacture our products could materially increase our costs and decrease our profitability.

 The principal components in our promotional products
are plastic, glass, fabric and metal. The prices we pay for these fabrics and components and our merchandise are dependent on the market
price for the raw materials used to produce them, primarily cotton and chemical components of synthetic fabrics including raw materials
such as chemicals and dyestuffs. These finished goods and raw materials are subject to price volatility caused by weather, supply conditions,
government regulations, economic and political climate, currency exchange rates, labor costs, and other unpredictable factors. Fluctuations
in petroleum prices also may influence the prices of related items such as chemicals, dyestuffs and polyester yarn.

 During the years ended December 31, 2024 and 2023,
many promotional products companies saw increases in the cost of finished goods and raw materials purchased, as well as in the average
cost of finished goods and raw materials purchased, as compared to the prior year, driven by rising inflation rates and shipping costs.

 Our shipping costs for importing raw materials
from overseas increased significantly after the emergence of COVID-19 and the general inflation in the prices of goods and services that
has occurred since that time. Any increase in raw material prices or shipping costs increases our cost of sales and can decrease our profitability
unless we are able to pass the costs on to our customers in the form of higher prices. In addition, if one or more of our competitors
is able to reduce their production costs by taking advantage of any reductions in raw material prices or favorable sourcing agreements,
we may face pricing pressures from those competitors and may be forced to reduce our prices or face a decline in revenues, either of which
could have a material adverse effect on our business, results of operations and financial condition.

 Furthermore, significant or sustained inflation
could have an adverse impact on our operating and general and administrative expenses. During inflationary periods, these costs could
increase at a rate higher than our ability to offset them via customer-facing pricing adjustments, alternative supply sources or other
measures. Inflation could also have an adverse effect on consumer spending, which could adversely impact demand for our products and services.
If our operating and other expenses increase faster than anticipated due to inflation, our financial condition, results of operations
and cash flow could be materially adversely affected.

 Our customers may cancel or decrease the
quantity of their orders, which could negatively impact our operating results.

 Sales to many of our customers are on an order-by-order
basis. If we cannot fill customers' orders on time, orders may be cancelled and relationships with customers may suffer, which could
have an adverse effect on us, especially if the relationship is with a major customer. Furthermore, if any of our customers experience
a significant downturn in their business, or fail to remain committed to our programs or brands, the customer may reduce or discontinue
purchases from us. The reduction in the amount of our products purchased by customers could have a material adverse effect on our business,
results of operations or financial condition.

 In addition, some of our customers have experienced
significant changes and difficulties, including consolidation of ownership, increased centralization of buying decisions, buyer turnover,
restructurings, bankruptcies and liquidations. A significant adverse change in a customer relationship or in a customer's financial
position could cause us to limit or discontinue business with that customer, require us to assume more credit risk relating to that customer's
receivables or limit our ability to collect amounts related to previous purchases by that customer, all of which could have a material
adverse effect on our business, results of operations or financial condition.

 We may be unable to identify or to complete
acquisitions or to successfully integrate the businesses we acquire.

 We have evaluated, and may continue to evaluate,
potential acquisition transactions. We attempt to address the potential risks inherent in assessing the attractiveness of acquisition
candidates, as well as other challenges such as retaining the employees and integrating the operations of the businesses we acquire. Integrating
acquired operations involves significant risks and uncertainties, including maintenance of uniform standards, controls, policies and procedures;
diversion of management's attention from normal business operations during the integration process; unplanned expenses associated
with integration efforts; and unidentified issues not discovered in due diligence, including legal contingencies. Acquisition valuations
require us to make certain estimates and assumptions to determine the fair value of the acquired entities (including the underlying assets
and liabilities). If our estimates or assumptions to value the acquired assets and liabilities are not accurate, we may be exposed to
losses, and/or unexpected usage of cash flow to fund the operations of the acquired operations that may be material.

 Even if we are able to acquire businesses on favorable
terms, managing growth through acquisitions is a difficult process that includes integration and training of personnel, combining facility
and operating procedures, and additional matters related to the integration of acquired businesses within our existing organization. Unanticipated
issues related to integration may result in additional expense and disruption to our operations, and may require a disproportionate amount
of our management's attention, any of which could negatively impact our ability to achieve anticipated benefits, such as revenue
and cost synergies. Growth of our business through acquisitions generally increases our operating complexity and the level of responsibility
for both existing and new management personnel. Managing and sustaining our growth and expansion may require substantial enhancements
to our operational and financial systems and controls, as well as additional administrative, operational and financial resources. We may
be required to invest in additional support personnel, facilities and systems to address the increased complexities associated with business
or segment expansion. These investments could result in higher overall operating costs and lower operating profits for the business as
a whole. There can be no assurance that we will be successful in integrating acquired businesses or managing our expanding operations.

 In addition, although we conduct due diligence
investigations prior to each acquisition, there can be no assurance that we will discover or adequately protect against all material liabilities
of an acquired business for which we may be responsible as a successor owner or operator. The failure to identify suitable acquisitions,
successfully integrate these acquired businesses, successfully manage our expanding operations, or to discover liabilities associated
with such businesses in the diligence process, could adversely affect our business, results of operations or financial condition.

 In order to finance such acquisitions, we may
need to obtain additional funds either through public or private financings, including bank and other secured and unsecured borrowings
and/or the issuance of equity or debt securities. There can be no assurance that such financings would be available to us on reasonable
terms. Any future issuances of equity securities or debt securities with equity features may be dilutive to our stockholders.

 If our information technology systems suffer
interruptions or failures, including as a result of cyberattacks, our business operations could be disrupted and our reputation could
suffer.

 We rely on information technology systems to process
transactions, communicate with customers, manage our business and process and maintain information. The measures we have in place to monitor
and protect our information technology systems might not provide sufficient protection from catastrophic events, power surges, viruses,
malicious software (including ransomware), attempts to gain unauthorized access to data or other types of cyberattacks. As cyberattacks
become more frequent, sophisticated, damaging and difficult to predict, any such event could negatively impact our business operations,
such as by product disruptions that result in an unexpected delay in operations, interruptions in our ability to deliver products and
services to our customers, loss of confidential or otherwise protected information, corruption of data and expenses related to the repair
or replacement of our information technology systems. Compromising and/or loss of information could result in loss of sales or legal or
regulatory claims which could adversely affect our revenues and profits or damage our reputation.

 We rely on software and services from other
parties. Defects in or the loss of access to software or services from third parties could increase our costs and adversely affect the
quality of our products.

 We rely on technologies from third parties to
operate critical functions of our business, including cloud infrastructure services, payment processing services, certain aspects of distribution
center automation and customer relationship management services. Our business would be disrupted if any of the third-party software or
services we utilize, or functional equivalents thereof, were unavailable due to extended outages or interruptions or because they are
no longer available on commercially reasonable terms or prices. In each case, we would be required to either seek licenses to software
or services from other parties and redesign our business and marketplace to function with such software or services or develop these components
ourselves, which would result in increased costs and could result in delays in the launch of new offerings on our marketplace until equivalent
technology can be identified, licensed or developed, and integrated into our business and marketplace. Furthermore, we might be forced
to limit the features available in our current or future products. These delays and feature limitations, if they occur, could harm our
business, results of operations and financial condition.

 Failure to comply with data privacy and
security laws and regulations could adversely affect our operating results and business.

 In the ordinary course of our business, we might
collect and store in our internal and external data centers, cloud services and networks sensitive data, including our proprietary business
information and that of our customers, suppliers and business collaborators, as well as personal information of our customers and employees.
The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. The number
and sophistication of attempted attacks and intrusions that companies have experienced from third parties has increased over the past
few years. Despite our security measures, it is impossible for us to eliminate this risk.

 U.S. federal data privacy laws include the CAN-SPAM
Act, which, among other things, restricts data collection and use in connection with CAN-SPAM Act's opt-out process requirements
for senders of commercial emails; and COPPA, which regulates the collection of information by operators of websites and other electronic
solutions that are directed to children under 13 years of age, although our website and app user terms of service and privacy policy expressly
prohibit children under 13 from submitting information to or on our website or app. These laws and regulations promulgated under these
laws restrict our collection, processing, storage, use and disclosure of personal information, may require us to notify individuals of
our privacy practices and provide individuals with certain rights to prevent the use and disclosure of protected information, and mandate
certain procedures with respect to safeguarding and proper description of stored information.

 Moreover, certain laws and regulations of U.S.
states and the EU impose similar or greater data protection requirements and may also subject us to scrutiny or attention from regulatory
authorities. For example, the EU and California have passed comprehensive data privacy laws, the EU GDPR and the CCPA and regulations
promulgated under the CCPA, respectively, which impose data protection obligations on enterprises, including limitations on data uses
and constraints on certain uses of sensitive data. Of particular importance, the CCPA, which became effective on January 1, 2020, limits
how we may collect and use personal information, including by requiring companies that process information relating to California residents
to make disclosures to consumers about their data collection, use and sharing practices, provide consumers with rights to know and delete
personal information and allow consumers to opt out of certain data sharing with third parties. The CCPA also creates an expanded definition
of personal information, imposes special rules on the collection of consumer data from minors, and provides for civil penalties for violations,
as well as a private right of action for data breaches that is expected to increase the likelihood and cost of data breach litigation.
The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and policies and
incur substantial costs and expenses in compliance and potential ligation efforts. Effective January 1, 2023, we also became subject to
the CPRA in California, which expands upon the consumer data use restrictions, penalties and enforcement provisions under the CCPA, and
the VCDPA in Virginia, another comprehensive data privacy law, and regulations promulgated under the CPRA and the VCDPA.

 In addition, similar consumer data privacy laws
have been passed and either are in effect or will become effective within the next 12 months in many other states, including Colorado
(CPA, effective July 1, 2023); Connecticut (CDPA, effective July 1, 2023); Utah (UCPA, effective December 31, 2023); Texas (TDPSA, effective
July 1, 2024); Oregon (OCPA, effective July 1, 2024); Montana (MCDPA, effective October 1, 2024); Iowa (ICPA, effective January 1, 2025);
Delaware (DPDPA, effective January 1, 2025); Nebraska (NEDPA, effective January 1, 2025); New Hampshire (NHDPA, effective January 1, 2025);
New Jersey (NJDPA, effective January 15, 2025); Minnesota (MCDPA, effective July 1, 2025); Tennessee (TIPA, effective July 1, 2025); Maryland
(MODPA, effective October 1, 2025); Indiana (ICDPA, effective January 1, 2026); Kentucky (KCDPA, effective January 1, 2026); and Rhode
Island (RIDTPPA, effective January 1, 2026). Further, there are several legislative proposals in the United States, at both the federal
and state level, that could impose new privacy and security obligations. We cannot yet determine the impact that these laws and regulations
may have on our business.

 Outside of the U.S., data protection laws, including
the GDPR, also might apply to some of our operations or business collaborators. Legal requirements in the European Union and United Kingdom
relating to the collection, storage, processing and transfer of personal data/information continue to evolve. The GDPR imposes, among
other things, data protection requirements that include strict obligations and restrictions on the ability to collect, analyze and transfer
EU personal data/information, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain
circumstances, and possible substantial fines for any violations (including possible fines for certain violations of up to the greater
of 20 million Euros or 4% of total company revenue). Other governmental authorities around the world have enacted or are considering similar
types of legislative and regulatory proposals concerning data protection.

 The interpretation and enforcement of the laws
and regulations described above are uncertain and subject to change, and may require substantial costs to monitor and implement and maintain
adequate compliance programs. Failure to comply with U.S. and international data protection laws and regulations could result in government
enforcement actions (which could include substantial civil and/or criminal penalties), private litigation and/or adverse publicity and
could negatively affect our operating results and business.

 The Consumer Product Safety Improvement
Act and other existing or future government regulation could harm our business or may cause us to incur additional costs associated with
compliance.

 We are subject to various federal, state and local
laws and regulations, including but not limited to, laws and regulations relating to labor and employment, U.S. customs and consumer product
safety, including the CPSIA. The CPSIA created more stringent safety requirements related to lead and phthalates content in children's
products. The CPSIA regulates the future manufacture of these items and existing inventories and may cause us to incur losses if we offer
for sale or sell any non-compliant items. Failure to comply with the various regulations applicable to us may result in damage to our
reputation, civil and criminal liability, fines and penalties and increased cost of regulatory compliance. These current and any future
laws and regulations could harm our business, results of operations and financial condition.

 We are subject to international, federal,
national, regional, state, local and other laws and regulations, and failure to comply with them may expose us to potential liability.

 We are subject to international, federal, national,
regional, state, local and other laws and regulations affecting our business, including those promulgated under the Occupational Safety
and Health Act, the Consumer Product Safety Act, the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the rules and
regulations of the Consumer Products Safety Commission, the Food, Drug, and Cosmetic Act, the rules and regulations of the Food and Drug
Administration, the FCPA, various securities laws and regulations including but not limited to the Securities Act, the Exchange Act, the
Nasdaq Listing Rules, various labor, workplace and related laws, and environmental laws and regulations. Failure to comply with such laws
and regulations may expose us to potential liability and have an adverse effect on our results of operations.

 Implementation of technology initiatives
could disrupt our operations in the near term and fail to provide the anticipated benefits.

 As our business grows, we continue to make significant
investments in our technology, including in the areas of warehouse management, enterprise risk management and product design. The costs,
potential problems and interruptions associated with the implementation of technology initiatives could disrupt or reduce the efficiency
of our operations in the near term. They may also require us to divert resources from our core business to ensure that implementation
is successful. In addition, new or upgraded technology might not provide the anticipated benefits, might take longer than expected to
realize the anticipated benefits, might fail or might cost more than anticipated.

 Inability to attract and retain key management
or other personnel could adversely impact our business.

 Our success is largely dependent on the skills,
experience and efforts of our senior management and other key personnel, including Andrew Shape, our Chief Executive Officer and President,
Andrew Stranberg, our Executive Chairman, David Browner, our Chief Financial Officer, Ian Wall, our Chief Information Officer, and John
Audibert, our Vice President of Growth and Strategic Initiatives. If, for any reason, one or more senior executives or key personnel were
not to remain active in our company, or if we were unable to attract and retain senior management or key personnel, our results of operations
could be adversely affected.

 Failure to preserve positive labor relationships
with our employees could adversely affect our results of operations.

 Our operations rely heavily on our employees,
and any labor shortage, disruption or stoppage caused by poor relations with our employees could reduce our operating margins and income.
While we believe that our employee relations are good, have no knowledge of any employees as subject to collective bargaining agreements,
and unions have not traditionally been active in the U.S. marketing industry, unionization of our workforce could increase our operating
costs or constrain our operating flexibility.

 We are exposed to the risk of non-payment
by our customers on a significant amount of our sales.

 We allow many of our customers to pay us within
30 days of service, also known as net 30 credit terms. For certain customers who are considered low credit risks, we have extended the
credit term to 90 days, though in such cases we may also request a personal guaranty of payment from the principal owner of the customer
business. Our extension of credit involves considerable judgment and is based on an evaluation of each customer's financial condition
and payment history. We monitor our credit risk exposure by periodically obtaining credit reports and updated financials on our customers.
We generally see a heightened amount of bankruptcies by our customers during economic downturns and financial crises. While we maintain
an allowance for doubtful receivables for potential credit losses based upon our historical trends and other available information, in
times of economic turmoil, there is heightened risk that our historical indicators may prove to be inaccurate. The inability to collect
on sales to significant customers or a group of customers could have a material adverse effect on our results of operations.

 There is a risk of dependence on one or
a group of customers.

 During the fiscal year ended December 31, 2024,
our top ten customers accounted for 38.1% of revenues, and our top customer accounted for 8.4% of revenues. During the fiscal year ended
December 31, 2023, our top ten customers accounted for 46.1% of revenues, and our top customer accounted for 14.4% of revenues. If we
are unable to retain our current customers or find new major customers or gain major new engagements from existing customers to replace
any nonrecurring contracts, there may be material adverse effects on our financial condition or results of operations. If on the other
hand we successfully source major new contracts, the risk that we may become dependent on one or a few customers may increase. This potential
dependency could threaten the sustainability of our growth and have a material adverse effect on our financial condition or results of
operations if we are unable to retain such major contracts or replace them with similarly major contracts on a regular basis.

 Our business incurs significant freight
and transportation costs. Any changes in our shipping arrangements or any interruptions in shipping could harm our business, results of
operations and financial condition.

 We incur transportation expenses to ship our products
to our customers. Significant increases in the costs of freight and transportation could have a material adverse effect on our results
of operations, as there can be no assurance that we could pass on these increased costs to our customers. Government regulations can and
have impacted the availability of drivers, which will be a significant challenge to the industry. Costs to employ drivers have increased
and transportation disruptions have become more prevalent.

 If we are not able to negotiate acceptable pricing
and other terms with these vendors or they experience performance problems or other difficulties, it could negatively impact our business
and results of operations and negatively affect the experiences of our customers, which could affect the degree to which they continue
to do business with us. Disruption to delivery services due to inclement weather, climate change, or political instability, among other
causes, could result in delays that could adversely affect our reputation, business and results of operations. If our products are not
delivered in a timely fashion or are damaged or lost during the supply or the delivery process, our customers could become dissatisfied
and cease doing business with us, which could adversely affect our business and results of operations.

 Our business may be impacted by unforeseen
or catastrophic events, including the emergence of pandemics or other widespread health emergencies, terrorist attacks, extreme weather
events or other natural disasters and other unpredicted events.

 The occurrence of unforeseen or catastrophic events,
such as the emergence of pandemics or other widespread health emergencies (or concerns over the possibility of such pandemics or emergencies),
terrorist attacks, extreme weather events or other natural disasters or other unpredicted events, could create economic and financial
disruptions, and could lead to operational difficulties (including travel limitations) that could impair our ability to source and supply
products and services and manage our businesses, and could negatively impact our customers' ability or willingness to purchase our
products and services.

 For example, our corporate headquarters is located
in Massachusetts, which experiences natural hazards such as flooding and coastal erosion; should any unforeseen or catastrophic events
occur, the possibly resulting infrastructure damage and disruption to the area could negatively affect our company, such as by damage
to or total destruction of our headquarters, surrounding transportation infrastructure, network communications and other forms of communication.
Some of our other locations and those of our suppliers also are exposed to hurricanes, earthquakes, floods and other extreme weather events;
the damage that such events could produce could affect the supply of our products and services.

 We face intense competition within our industry
and our revenue and/or profits may decrease if we are not able to respond to this competition effectively.

 Customers in the
promotional products, tradeshow and event marketplace, loyalty and program management business process outsourcing industries choose distributors
primarily based upon the quality, price and breadth of products and services offered. We encounter competition from a number of companies
in the geographic areas we serve. The majority of our revenue is derived from the sale of promotional products. Our major competitors
include companies such as 4Imprint Group plc (LSE: FOUR.L), Brand Addition Limited (The Pebble Group plc) (LSE: PEBB), BAMKO LLC (Superior
Group of Companies, Inc.) (Nasdaq: SGC), Staples Promotional Products (Staples, Inc.), Boundless Network, Inc. (Zazzle Inc.), Custom Ink,
Cimpress plc (Nasdaq: CMPR), HALO Branded Solutions, Inc., Imagine This (Shye West, Inc.), Power Promotions, Inc. and Global Promotional
Sourcing, LLC. We also compete with a multitude of foreign, regional and local competitors that vary by market. If our existing or future
competitors seek to gain or retain market share by reducing prices, we may be required to lower our prices, which would adversely affect
our operating results. Similarly, if customers or potential customers perceive the products
or services offered by our existing or future competitors to be of higher quality than ours or part of a broader product mix, our revenues
may decline, which would adversely affect our operating results.

 We face intense competition to gain market
share, which may lead some competitors to sell substantial amounts of goods at prices against which we cannot profitably compete.

 Our marketing strategy is to differentiate ourselves
by providing quality service and quality products to our customers. Even if this strategy is successful, the results may be offset by
reductions in demand or price declines due to competitors' pricing strategies or other micro- or macroeconomic factors. We face
the risk of our competition following a strategy of selling its products at or below cost in order to cover some amount of fixed costs,
especially in stressed economic times.

 Global, national or regional economic slowdowns,
high unemployment levels, fewer jobs, changes in tax laws or cost increases might have an adverse effect on our operating results.

 Our primary products within our promotional products
are used by workers and, as a result, our business prospects are dependent upon levels of employment and overall economic conditions on
a global, national and regional level, among other factors. Our revenues are impacted by our customers' opening and closing of locations
and reductions and increases in headcount, including from voluntary turnover and increased automation. If we are unable to offset these
effects, such as through the addition of new customers, the penetration of existing customers with a broader mix of product and service
offerings, or decreased production costs that can be passed on in the form of lower prices, our revenue growth rates will be negatively
impacted. Likewise, increases in tax rates or other changes in tax laws or other regulations can negatively affect our profitability.

 While we do not believe that our exposure is greater
than that of our competitors, we could be adversely affected by increases in the prices of fabric, natural gas, gasoline, wages, employee
benefits, insurance costs and other components of product cost unless we can recover such increases through proportional increases in
the prices for our products and services. Competitive and general economic conditions might limit our ability and that of our competitors
to increase prices to cover any increases in our product cost.

 The promotional products, trade show and
events marketplace, loyalty and program management business industries are subject to pricing pressures that may cause us to lower the
prices we charge for our products and services that adversely affect our financial performance.

 Many of our competitors also source their product
requirements from developing countries to achieve a lower cost operating environment, possibly with lower costs than our offshore facilities,
and those manufacturers may use these cost savings to reduce prices. Some of our competitors have more purchasing power than we do, which
may enable them to obtain products at lower costs. To remain competitive, we may adjust our product and service prices and margins from
time to time in response to these industry-wide pricing pressures. Additionally, increased customer demands for allowances, incentives
and other forms of economic support could reduce our margins and affect our profitability. Our financial performance will be negatively
affected by these pricing pressures if we are forced to reduce our prices and we cannot reduce our product costs proportionally or if
our product costs increase and we cannot increase our prices proportionally.

 The apparel industry, including corporate
identity apparel, is subject to changing fashion trends and if we misjudge consumer preferences, the image of one or more of our brands
may suffer and the demand for our products may decrease.

 The apparel industry, including corporate identity
apparel for promotional products, is subject to shifting customer demands and evolving fashion trends and our success is also dependent
upon our ability to anticipate and promptly respond to these changes. Failure to anticipate, identify or promptly react to changing trends
or styles may result in decreased demand for our products, as well as excess inventories and markdowns, which could have a material adverse
effect on our business, results of operations and financial condition. In addition, if we misjudge consumer preferences, our brand image
may be impaired.

 Our success depends upon the continued protection
of our intellectual property rights and we may be forced to incur substantial costs to maintain, defend, protect and enforce our intellectual
property rights.

 Our owned intellectual property and certain of
our licensed intellectual property have significant value and are instrumental to our ability to market our products. We cannot assure
that our owned or licensed intellectual property or the operation of our business does not infringe on or otherwise violate the intellectual
property rights of others. We cannot assure that third parties will not assert claims against us on any such basis or that we will be
able to successfully resolve such claims. In addition, the laws of some foreign countries do not allow us to protect, defend or enforce
our intellectual property rights to the same extent as the laws of the United States. We could also incur substantial costs to defend
legal actions relating to use of our intellectual property or prosecute legal actions against others using our intellectual property,
either of which could have a material adverse effect on our business, results of operations or financial condition. There also can be
no assurance that we will be able to negotiate and conclude extensions of existing license agreements on similar economic terms or at
all.

 Climate change impacts including supply
chain disruptions, operational impacts, and geopolitical events may impact our business operations.

 We source a large number of raw materials from
third-party suppliers globally. These products include both natural and synthetic materials derived from plants, animal products, and
organic and petroleum-based raw materials. Disruptions to the global supply chain due to climate-related impacts or geopolitical events
are possible and exist as external risk factors that we can respond to but not control. These events could limit our supply of key raw
materials, or could have significant impacts to pricing. We work with multiple raw material suppliers to mitigate lack of availability
from a single supplier, however in some cases products with limited numbers of suppliers may become difficult to obtain.

 Some of our vendors have manufacturing operations
in areas vulnerable to coastal storms which may increase in magnitude and impact due to climate change. Increasingly large and unprecedented
weather events may pose a risk to business operations in vulnerable areas. Storms could cause business interruptions, incur additional
restoration costs, and impact product availability and pricing.

 Increased focus by governments, vendors,
stockholders, and customers on sustainability issues, including those related to climate change, may have a material adverse effect on
our business and operations.

 Federal, state and local governments, as well
as some of our vendors and customers, are beginning to respond to climate change and other sustainability issues. This increased focus
on sustainability may result in new legislation or regulations and vendor and customer requirements that could negatively affect us as
we may incur additional costs or be required to make changes to our operations in order to comply with any new regulations or vendor,
customer, or stockholder requirements. Legislation or regulations that potentially impose restrictions, caps, taxes, or other controls
on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels such as those used in the trucks of our
logistics vendors, may have a material adverse effect on our business and operations. For example, if the logistics vendors we contract
with become subject to increasingly restrictive laws protecting the environment, including those relating to climate change, we expect
that they would incur increased shipment costs and may pass such costs on to us, which could have a material adverse effect on our business.
If our customers or stockholders were to require us to use vendors that source, manufacture, or supply their products in accordance with
certain sustainability standards, we expect that such standards would likewise force us to incur additional costs and we may fail to pass
such additional costs on to our customers, which could also have a material adverse effect on our business.

 On March 6, 2024, the SEC adopted rules that will
require us to disclose:

 Climate-related risks that have had or are reasonably
likely to have a material impact on our business strategy, results of operations, or financial condition;

 The actual and potential material impacts of any
identified climate-related risks on our strategy, business model, and outlook;

 If, as part of our strategy, we have undertaken
activities to mitigate or adapt to a material climate-related risk, a quantitative and qualitative description of material expenditures
incurred and material impacts on financial estimates and assumptions that directly result from such mitigation or adaptation activities;

 Specified disclosures regarding our activities,
if any, to mitigate or adapt to a material climate-related risk including the use, if any, of transition plans, scenario analysis, or
internal carbon prices;

 Any oversight by our board of directors of climate-related
risks and any role by management in assessing and managing our material climate-related risks;

 Any processes we have for identifying, assessing,
and managing material climate-related risks and, if we are managing those risks, whether and how any such processes are integrated into
our overall risk management system or processes;

 Information about our climate-related targets or
goals, if any, that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial
condition; required disclosures would include material expenditures and material impacts on financial estimates and assumptions as a direct
result of the target or goal or actions taken to make progress toward meeting such target or goal;

 The capitalized costs, expenditures expensed, charges,
and losses incurred as a result of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought,
wildfires, extreme temperatures, and sea level rise, subject to applicable one percent and de minimis disclosure thresholds, disclosed
in a note to the financial statements;

 The capitalized costs, expenditures expensed, and
losses related to carbon offsets and renewable energy credits or certificates if used as a material component of our plans to achieve
our disclosed climate-related targets or goals, disclosed in a note to our financial statements; and

 If the estimates and assumptions we use to produce
our financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions
or any disclosed climate-related targets or transition plans, a qualitative description of how the development of such estimates and assumptions
was impacted, disclosed in a note to our financial statements.

 We will be exempt from the SEC rules' requirements
to disclose certain information about our greenhouse gas emissions and comply with related auditor assurance requirements as long as we
remain a "smaller reporting company" (as described below under — Risks Related to our Common Stock and Publicly-Traded
Warrants – We are a 'smaller reporting company' within the meaning of the Exchange Act, and if we take advantage of
certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive
to investors and may make it more difficult to compare our performance with other public companies. ") or an "emerging
growth company" (as described below under "— Risks Related to our Common Stock and Publicly-Traded Warrants –
We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging
growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies. ").
In addition, these disclosure rules will not require compliance by us until our fiscal year beginning in 2027, with certain requirements
not becoming effective until our fiscal year beginning in 2028, if we remain a smaller reporting company or emerging growth company.

 A number of petitions have been filed in federal
courts seeking to challenge the SEC's climate disclosure rules. On April 4, 2024, the SEC issued an order staying the rules. The
SEC's administrative stay will remain in place until the completion of litigation filed in the federal courts that challenges the
agency's authority to adopt the rules. The outcome of this litigation cannot be determined.

 Assuming that the SEC climate disclosure rules
are ultimately upheld in their present form, and even in light of the exemptions and accommodations made for smaller reporting companies
and emerging growth companies described above, the costs to adopt the necessary disclosure controls and procedures to disclose all required
information, the potential costs to make changes in our operations to allow us to improve our climate change-related disclosures, or the
potential loss of revenues from these disclosure requirements due to investor, customer, or vendor requirements to disclose and meet certain
climate change-related targets pursuant to these disclosure rules, may still have a material adverse effect on our business and operations.

 Some
of the products that we design or otherwise assist customers with producing create exposure to potential product liability, warranty liability
or personal injury claims and litigation.

 Some of
the products that we design or otherwise assist customers with producing are used in applications and situations that involve risk of
personal injury and death. Our services expose us to potential product liability, warranty liability, and personal injury claims and litigation
relating to the use or misuse of our products including allegations of defects in manufacturing, defects in design, a failure to warn
of dangers inherent in the product or activities associated with the product, negligence and strict liability. If successful, such claims
could have a material adverse effect on our business.

 Defects
in the products that we design or otherwise assist customers with producing could reduce demand for our products and result in a decrease
in sales and market acceptance and damage to our reputation.

 Although we carry certain standard commercial
insurance, including products-completed operations coverage, we do not currently maintain separate product liability insurance, and we
may not be able to obtain and maintain such insurance on acceptable terms, if at all, in the future. Even if we have purchased product
liability insurance in the future, product liability claims may exceed the amount of our insurance coverage. In addition, our reputation
may be adversely affected by such claims, whether or not successful, including potential negative publicity about our products.

 We may be subject to periodic litigation
in both domestic and international jurisdictions that may adversely affect our financial position and results of operations.

 From time to time we may be involved in legal
or regulatory actions regarding product liability, employment practices, intellectual property infringement, bankruptcies and other litigation
or enforcement matters. These proceedings may be in jurisdictions with reputations for aggressive application of laws and procedures against
corporate defendants. We are impacted by trends in litigation, including class-action allegations brought under various consumer protection
and employment laws. Due to the inherent uncertainties of litigation in both domestic and foreign jurisdictions, we cannot accurately
predict the ultimate outcome of any such proceedings. These proceedings could cause us to incur costs and may require us to devote resources
to defend against these claims and could ultimately result in a loss or other remedies, such as product recalls, which could adversely
affect our financial position and results of operations.

 Volatility in the global financial markets
could adversely affect results.

 In the past, global financial markets have experienced
extreme disruption, including, among other things, volatility in securities prices, diminished liquidity and credit availability, rating
downgrades of certain investments and declining valuations of others. There can be no assurance that there will not be further change
or volatility, which could lead to challenges in our business and negatively impact our financial results. Any future tightening of credit
in financial markets could adversely affect the ability of our customers and suppliers to obtain financing for significant purchases and
operations and could result in a decrease in orders and spending for our products and services. We are unable to predict the likely duration
and severity of any disruption in financial markets and adverse economic conditions and the effects they may have on our business and
financial condition.

 We identified material weaknesses in our
internal control over financial reporting as of December 31, 2024. If we fail to remediate the material weaknesses, we may be unable to
accurately report our financial results or prevent fraud, and investor confidence and the market price of our shares may be adversely
affected.

 To implement Section 404 of the Sarbanes-Oxley
Act of 2002 (the "Sarbanes-Oxley Act"), the SEC adopted rules requiring public companies to include a report of management
on the company's internal control over financial reporting in their annual reports on Form 10-K. A report of our management is included
under Item 9A of this Annual Report on Form 10-K. A "material weakness" is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's
annual or interim financial statements will not be prevented or detected on a timely basis.

 Our management has identified the following material
weaknesses in our internal control over financial reporting:

 There was a material weakness in our internal controls related to the proper design and implementation
of control over formal review, approval, and evaluation of complex accounting transactions associated with business combinations.

 We identified a material weakness in internal control related to the proper design and implementation
of certain controls over management's formal review process that includes multiple levels of review as well as timely review of
accounts and reconciliations leading to material adjustments.

 We identified a material weakness in internal control related to the proper design and implementation
of certain controls over income tax provision and management's review of the income tax provision.

 We did not design and maintain effective controls over financial reporting for accounts receivable and
unearned revenue, freight charges, and inventory and cost of sales accounts.

 We did not design and maintain effective controls over financial reporting related to the proper presentation
and disclosure for related party transactions.

 We did not effectively select and develop certain information technology general controls related to access
and change management controls that led to deficiencies in the design and operation of control activities.

 We have commenced a plan of remediation to remedy
the material weaknesses. However, the implementation of these measures may not fully address the material weaknesses in our internal control
over financial reporting. Our failure to address any control deficiency could result in inaccuracies in our financial statements and could
also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover,
effective internal control over financial reporting is important to prevent fraud. As a result, our business, financial condition, results
of operations and prospects, as well as the trading price of our shares, may be adversely affected.

 Increases in the cost of employee benefits
could impact our financial results and cash flow.

 Our expenses relating to employee health benefits
are significant. Unfavorable changes in the cost of such benefits could impact our financial results and cash flow. Healthcare costs have
risen significantly in recent years, and recent legislative and private sector initiatives regarding healthcare reform could result in
significant changes to the U.S. healthcare system. While the Company has various cost control measures in place and employs an outside
consultant to review larger claims, employee health benefits have been and are expected to continue to be a significant cost to the Company.
Medical costs will continue to be a significant expense to the Company and may increase due to factors outside the Company's control.

 We have restated our financial statements.
The restatement has consumed a significant amount of management time and resources and may continue to do so. In addition, the restatement
may subject us to a number of additional risks and uncertainties, including the increased possibility of legal proceedings and could adversely
impact our operations.

 We have restated certain financial information
in our previously issued financial statements as of and for the fiscal years ended December 31, 2023 and 2022 included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2023 that was filed by the Company with the SEC on March 28, 2024, and filed
the restated financial statements with an amended Annual Report on Form 10-K/A for the year ended December 31, 2023 on January 22, 2025.
The restatement has resulted in substantial costs in the form of accounting, legal fees, and similar professional fees, in addition to
the substantial diversion of time and attention of our senior management and members of our accounting team in preparing the restatement.

 Further, as a result of the restatement, we face
the potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws,
contractual claims or other claims arising from the restatement and the preparation of our financial statements. As of the date of this
filing, we have no knowledge of any such litigation or dispute resulting from the restatement. However, we can provide no assurance that
litigation or disputes will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material
adverse effect on our business, results of operations and financial condition.

 We may recognize impairment charges, which
could adversely affect our financial condition and results of operations.

 We assess our goodwill, intangible assets and
long-lived assets for impairment when required by generally accepted accounting principles in the United States ("U.S. GAAP").
These accounting principles require that we record an impairment charge if circumstances indicate that the asset carrying values exceed
their estimated fair values. The estimated fair value of these assets is impacted by general economic conditions in the locations in which
we operate. Deterioration in these general economic conditions may result in a number of adverse consequences, including: Declining revenue,
which can lead to excess capacity and declining operating cash flow; reductions in management's estimates for future revenue and
operating cash flow growth; and increases in borrowing rates and other deterioration in factors that impact our weighted average cost
of capital. If our assessment of goodwill, intangible assets or long-lived assets indicates an impairment of the carrying value for which
we recognize an impairment charge, this may adversely affect our financial condition and results of operations.

 Environmental regulations may impact our
future operating results.

 We are subject to extensive and changing federal,
state and foreign laws and regulations establishing health and environmental quality standards, and may be subject to liability or penalties
for violations of those standards. We may be subject to future liabilities or obligations as a result of new or more stringent interpretations
of existing laws and regulations. In addition, we may have liabilities or obligations in the future if we discover any environmental contamination
or liability at any of our facilities, or at facilities we may acquire.

 If we are unable to accurately predict our
future tax liabilities, become subject to increased levels of taxation or our tax contingencies are unfavorably resolved, our results
of operations and financial condition could be adversely affected.

 Changes in tax laws or regulations in the jurisdictions
in which we do business, including the United States, or changes in how the tax laws are interpreted, could further impact our effective
tax rate, further restrict our ability to repatriate undistributed offshore earnings, or impose new restrictions, costs or prohibitions
on our current practices and reduce our net income and adversely affect our cash flows.

 We are also subject to tax audits in the United
States and other jurisdictions and our tax positions may be challenged by tax authorities. Although we believe that our current tax provisions
are reasonable and appropriate, there can be no assurance that these items will be settled for the amounts accrued, that additional tax
exposures will not be identified in the future or that additional tax reserves will not be necessary for any such exposures. Any increase
in the amount of taxation incurred as a result of challenges to our tax filing positions could result in a material adverse effect on
our business, results of operations and financial condition.

 Risks Related to our Common Stock and Publicly-Traded
Warrants

 The market prices of our securities may
fluctuate, and you could lose all or part of your investment.

 The market prices for our securities are likely
to be volatile, in part because our shares and publicly-traded warrants have only been traded publicly since November 9, 2021. In addition,
the market prices of our securities may fluctuate significantly in response to several factors, most of which we cannot control, including:

 actual or anticipated variations in our periodic operating results;

 increases in market interest rates that lead investors of our common stock and publicly-traded warrants
to demand a higher investment return;

 changes in earnings estimates;

 changes in market valuations of similar companies;

 actions or announcements by our competitors;

 adverse market reaction to any increased indebtedness we may incur in the future;

 additions or departures of key personnel;

 actions by stockholders;

 speculation in the media, online forums, or investment community; and

 our intentions and ability to maintain the listing of our common stock and publicly-traded warrants on
Nasdaq.

 Volatility in the market prices of our securities
may prevent investors from being able to sell their securities at or above their purchase price. As a result, you may suffer a loss on
your investment.

 We may not be able to maintain a listing
of our common stock and publicly-traded warrants on Nasdaq.

 Although our common stock and publicly-traded
warrants are listed on Nasdaq, we must meet certain financial, liquidity, SEC reporting, corporate governance, and other continuing listing
requirements to maintain such listing. If we violate Nasdaq's listing requirements, or if we fail to meet any of Nasdaq's
listing standards, our common stock and publicly-traded warrants may be delisted.

 On December 17, 2024, the Company received a letter
from the Listing Qualifications staff (the "Staff") of 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 Forms 10-Q for the periods ended March 31, 2024, June 30, 2024, and September 30, 2024 (the "2024 Forms 10-Q"),
with 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 had not filed the 2024 Forms 10-Q as required by the
Filing Rule. The Staff Determination had no immediate effect and did 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 was permitted to request a hearing before a Nasdaq Hearings Panel by December 24, 2024, pursuant to the procedures set forth
in the Nasdaq Listing Rule 5800 Series. Accordingly, on December 24, 2024, the Company submitted a request for a hearing and for an extended
stay before a Hearings Panel. On December 26, 2024, the Company received a letter from the staff of the Office of the General Counsel
of Nasdaq that stated that the Company's hearing had been scheduled (the "Hearing Notice"). The Hearing Notice further
confirmed that the delisting action referenced in the Staff Determination had been automatically stayed until January 10, 2025.

 On January 10, 2025, the Company received a letter
from the Staff notifying it that since the Company has not yet held an annual meeting of stockholders within twelve months of the end
of the Company's fiscal year end, it no longer complies with Nasdaq Listing Rule 5620(a) (the "Annual Meeting Rule").
Accordingly, this matter serves as an additional basis for delisting the Company's securities from Nasdaq. The Staff indicated that
the letter was formal notification that the Hearings Panel would consider this matter in rendering a determination regarding the Company's
continued listing on The Nasdaq Capital Market.

 On January 27, 2025, the Company received a letter
from the Staff notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing
Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market tier of Nasdaq (the "Bid Price Rule"). The letter also
indicated that the Company had a compliance period of 180 calendar days, or until July 28, 2025 (the "Compliance Period"),
in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The Notification Letter further provided that if, at any
time during the Compliance Period, the Company's common stock closing bid price is at $1.00 for a minimum of ten consecutive business
days, the Staff would provide the Company with written confirmation of compliance and this matter would be closed.

 At the hearing held on February 11, 2025 by the
Hearings Panel, the Company presented its plan for regaining compliance with the Filing Rule and the Annual Meeting Rule, and requested
a further extension so that the Company may complete the execution of the plan. On March 3, 2025, the Hearings Panel informed the Company
that it determined to grant the Company's request to continue its listing on Nasdaq subject to three conditions. The first was that
the Company become current on its financial filings. The second was that the Company meet the Nasdaq minimum closing bid price requirement.
The third was that the Company hold its annual shareholder meeting for 2024.

 In accordance with the Company's presentation
at the hearing, on February 11, 2025, the Company filed its Quarterly Reports on Forms 10-Q for the periods ended March 31, 2024 and June
30, 2024. On March 7, 2025, the Company filed its Quarterly Report on Form 10-Q for the period ended September 30, 2024. As a result,
the Company has regained compliance with the Filing Rule. On February 20, 2025, the Company received a written notification from the Staff
notifying the Company that for the last 11 consecutive business days, from February 4, 2025 to February 19, 2025, the closing bid price
of the Company's common stock has been at $1.00 per share or greater. Accordingly, the Company regained compliance with the Bid
Price Rule. In addition, the Company will schedule its annual meeting for 2024 and 2025 to take place in the second quarter of 2025. Upon
the conclusion of such annual meeting, the Company will regain compliance with the Annual Meeting Rule.

 Although we have regained compliance with the
Filings Rule and the Bid Price Rule, no assurance can be provided that we will regain compliance with the Annual Meeting Rule or otherwise
remain in compliance with the Nasdaq Listing Rules. In addition, our board of directors may determine that the cost of maintaining our
listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock and publicly-traded
warrants from Nasdaq may materially impair our stockholders' ability to buy and sell our common stock and publicly-traded warrants
and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock and publicly-traded
warrants. The delisting of our common stock and publicly-traded warrants could also significantly impair our ability to raise capital
and the value of your investment.

 Our publicly-traded warrants may not have
any value.

 Our publicly-traded warrants are exercisable for
five years from the date of initial issuance and currently have an exercise price of $4.81375 per share. There can be no assurance that
the market price of our shares of common stock will equal or exceed the exercise price of the publicly-traded warrants. In the event that
the stock price of our shares of common stock does not exceed the exercise price of the publicly-traded warrants during the period when
the publicly-traded warrants are held and exercisable, the publicly-traded warrants may not have any value to their holders.

 Holders of publicly-traded warrants have
no rights as stockholders until such holders exercise their publicly-traded warrants and acquire our shares of common stock.

 Until holders of our publicly-traded warrants
acquire shares of common stock upon exercise thereof, such holders will have no rights with respect to the shares of common stock underlying
the publicly-traded warrants. Upon exercise of the publicly-traded warrants, the holders will be entitled to exercise the rights of a
stockholder only as to matters for which the record date occurs after the date they were entered in the register of members of the Company
as a stockholder.

 The warrant certificate governing our publicly-traded
warrants designates the state and federal courts of the State of New York sitting in the City of New York, Borough of Manhattan, as the
exclusive forum for actions and proceedings with respect to all matters arising out of the publicly-traded warrants, which could limit
a warrantholder's ability to choose the judicial forum for disputes arising out of the publicly-traded warrants.

 The warrant certificate governing our publicly-traded
warrants provides that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by the warrant certificate (whether brought against a party to the warrant certificate or their respective affiliates, directors, officers,
stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City
of New York. The warrant certificate further provides that we and the warrantholders irrevocably submit to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute under the warrant
certificate or in connection with it or with any transaction contemplated by it or discussed in it, including under the Securities Act.
Furthermore, we and the warrantholders irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that we
or they are not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. With respect to any complaint asserting a cause of action arising under the Securities Act or the rules and
regulations promulgated thereunder, we note, however, that there is uncertainty as to whether a court would enforce this provision and
that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities
Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder.

 Notwithstanding
the foregoing, these provisions of the warrant certificate will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States are the sole and exclusive forum.

 Any person
or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of our publicly-traded
warrants shall be deemed to have notice of and consented to the foregoing provisions. Although we believe this exclusive forum provision
benefits us by providing increased consistency in the application of the governing law in the types of lawsuits to which it applies, the
exclusive forum provision may limit a warrantholder's ability to bring a claim in a judicial forum of its choosing for disputes
with us or any of our directors, officers, other employees, stockholders, or others which may discourage lawsuits with respect to such
claims. Our warrantholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations
thereunder as a result of this exclusive forum provision. Further, in the event a court finds the exclusive forum provision contained
in our warrant certificates to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving
such action in other jurisdictions, which could harm our results of operations.

 We do not expect to declare or pay dividends
in the foreseeable future.

 We do not expect to declare or pay dividends in
the foreseeable future, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore,
holders of our common stock will not receive any return on their investment unless they sell their securities, and holders may be unable
to sell their securities on favorable terms or at all.

 If securities industry analysts do not publish
research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our securities could
be negatively affected.

 Any trading market for our common stock and publicly-traded
warrants may be influenced in part by any research reports that securities industry analysts publish about us. We currently do not have
any research coverage. We may never obtain new research coverage by securities industry analysts. If no securities industry analysts commence
coverage of us, the market price and market trading volume of our securities could be negatively affected. In the event we are covered
by new analysts, and one or more analyst downgrades our securities, or otherwise reports on us unfavorably, or discontinues coverage of
us, the market price and market trading volume of our securities could be negatively affected.

 Future issuances of our common stock or
securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict
the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our securities to decline
and would result in the dilution of your holdings.

 Future issuances of our common stock or securities
convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance
of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline. We cannot
predict the effect, if any, of future issuances of our securities on the price of our securities. In all events, future issuances of our
securities would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur,
or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price
of our securities.

 Future issuances of debt securities, which
would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior
to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able
to achieve from an investment in our securities.

 In the future, we may attempt to increase our
capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect
to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders
of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over
holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue
debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors
beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of
our securities must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return,
if any, they may be able to achieve from an investment in our securities.

 We are authorized to issue "blank
check" preferred stock without stockholder approval, which could adversely impact the rights of holders of our securities.

 Our Articles of Incorporation authorize us to
issue up to 50,000,000 shares of blank check preferred stock. Any preferred stock that we issue in the future may rank ahead of our securities
in terms of dividend priority or liquidation premiums and may have greater voting rights than our securities. In addition, such preferred
stock may contain provisions allowing those shares to be converted into shares of common stock, which could dilute the value of our securities
to current stockholders and could adversely affect the market price, if any, of our securities. In addition, the preferred stock could
be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although
we have no present intention to issue any shares of authorized preferred stock, there can be no assurance that we will not do so in the
future.

 If our securities become subject to the
penny stock rules, it would become more difficult to trade our shares.

 The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00,
other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems,
provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our securities is less than $5.00,
our securities could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the
penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's
written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks;
and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the
trading activity in the secondary market for our securities, and therefore stockholders may have difficulty selling their securities.

 We are subject to ongoing public reporting
requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders
could receive less information than they might expect to receive from more mature public companies.

 We are required to publicly report on an ongoing
basis as an "emerging growth company" (as defined in the JOBS Act) under the reporting rules set forth under the Exchange
Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements
that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to:

 not being required to comply with the auditor attestation requirements of
Section 404 of the Sarbanes-Oxley Act;

 being exempt from certain greenhouse gas emissions disclosure and related
third-party assurance requirements;

 being permitted to comply with reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements; and

 being exempt from the requirement to hold a non-binding advisory vote on
executive compensation and stockholder approval of any golden parachute payments not previously approved.

 In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits
of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such
new or revised accounting standards.

 We expect to take advantage of these reporting
exemptions until we are no longer an emerging growth company. We will remain an emerging growth company for up to five years, although
if the market value of our securities that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would
cease to be an emerging growth company as of the following December 31.

 Because we are subject to ongoing public reporting
requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our stockholders could
receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find
our securities less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less
active trading or more volatility in the price of our securities.

 As a non-accelerated filer, we are not required
to comply with the auditor attestation requirements of the Sarbanes-Oxley Act.

 We are not an "accelerated filer"
or a "large accelerated filer" under the Exchange Act. Rule 12b-2 under the Exchange Act defines an "accelerated filer"
to mean any company that first meets the following conditions at the end of each fiscal year: The company had a public float of $75 million
or more, but less than $700 million, as of the last business day of the company's most recently completed second fiscal quarter;
the company has been subject to the reporting requirements of the Exchange Act for at least twelve calendar months; the company has filed
at least one annual report under the Exchange Act; the company did not have annual revenues of less than $100 million and either no public
float or a public float of less than $700 million; and, once the company determines that it does not qualify for "smaller reporting
company" status because it exceeded one or more of the current thresholds for such status, is not eligible to regain "smaller
reporting company" status under the test provided under paragraph (3)(iii)(B) of the "smaller reporting company" definition
in Rule 12b-2 of the Exchange Act. Rule 12b-2 under the Exchange Act defines a "large accelerated filer" in the same way as
an "accelerated filer" except that the company meeting the definition must have a public float of $700 million or more as
of the last business day of the company's most recently completed second fiscal quarter.

 A non-accelerated filer is not required to file
an auditor attestation report on internal control over financial reporting that is otherwise required under Section 404(b) of the Sarbanes-Oxley
Act.

 Therefore, our internal control over financial
reporting will not receive the level of review provided by the process relating to the auditor attestation included in annual reports
of issuers that are subject to the auditor attestation requirements. In addition, we cannot predict if investors will find our common
stock less attractive because we are not required to comply with the auditor attestation requirements. If some investors find our common
stock less attractive as a result, there may be a less active trading market for our common stock and trading price for our common stock
may be negatively affected. See also above, "— We are subject to ongoing public reporting requirements that are less rigorous
than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than
they might expect to receive from more mature public companies. "

 We are a "smaller reporting company"
within the meaning of the Exchange Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller
reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance
with other public companies.

 Rule 12b-2 of the Exchange Act defines a "smaller
reporting company" as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent
that is not a smaller reporting company and that:

 had a public float of less than $250 million as of the last business day
of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and
non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked
prices of common equity, in the principal market for the common equity; or

 in the case of an initial registration statement under the Securities Act
or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date
of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates
before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration
statement by the estimated public offering price of the shares; or

 in the case of an issuer whose public float as calculated under paragraph
(1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million
during the most recently completed fiscal year for which audited financial statements are available.

 If a company determines that it does not qualify
for smaller reporting company status because it exceeded one or more of the above thresholds, it will remain unqualified unless when making
its annual determination it meets certain alternative threshold requirements which will be lower than the above thresholds if its prior
public float or prior annual revenues exceed certain thresholds.

 As a smaller reporting company, we are not required
to include a Compensation Discussion and Analysis section in our proxy statements; we may provide only two years of financial statements;
and we need not provide the table of selected financial data. We will also be exempt from certain greenhouse gas emissions disclosure
and related third-party assurance requirements. We also have other "scaled" disclosure requirements that are less comprehensive
than issuers that are not smaller reporting companies which could make our securities less attractive to potential investors, which could
make it more difficult for our securityholders to sell their securities.

 As a "smaller reporting company,"
we may at some time in the future choose to exempt our company from certain corporate governance requirements that could have an adverse
effect on our public stockholders.

 Under Nasdaq rules, a "smaller reporting
company," as defined in Rule 12b-2 under the Exchange Act, is not subject to certain corporate governance requirements otherwise
applicable to companies listed on Nasdaq. For example, a smaller reporting company is exempt from the requirement of having a compensation
committee composed solely of directors meeting certain enhanced independence standards, as long as the compensation committee has at least
two members who do meet such standards. Although we have determined not to avail ourselves of this or other exemptions from Nasdaq requirements
that are or may be afforded to smaller reporting companies while our shares and warrants are listed on Nasdaq, in the future we may elect
to rely on any or all of these exemptions. By electing to utilize any such exemptions, our company may be subject to greater risks of
poor corporate governance, poorer management decision-making processes, and reduced results of operations from problems in our corporate
organization. Consequently, if we were to avail ourselves of these exemptions, the prices of our securities might suffer, and there is
no assurance that we would be able to continue to meet all continuing listing requirements of Nasdaq from which we would not be exempt,
including minimum stock price requirements.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C. CYBERSECURITY.

 Risk Management and Strategy

 The Company recognizes the critical importance
of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality,
integrity, and availability of our data. We have developed the following processes as part of our strategy for assessing, identifying,
and managing material risks from cybersecurity threats.

 Managing Material Risks & Integrated
Overall Risk Management

 Information technology is important to our business
operations and we are committed to protecting the privacy, security and integrity of our data, as well as our employee and customer data.
 This program is integrated into the Company's overall enterprise risk management process.

 We monitor and update our information technology
networks and infrastructure to prevent, detect, address and mitigate risks associated with unauthorized access, misuse, computer viruses
and other events that could have a security impact. Additionally, to protect and secure sensitive data such as customer information, we
employ multi-factor authentication, a suite of security tools, systems monitoring and alerting, audit logs, and controls across our major
systems, corporate devices, and business processes. Our cybersecurity process is designed to assess, identify, prevent, and manage cybersecurity
risks and threats, as well as identify, contain and respond to cybersecurity incidents. This process includes a variety of activities,
such as company-wide security awareness training, including regular phishing simulations, acceptable use training, self-assessments, and
other targeted training throughout the year as appropriate. These cybersecurity trainings provide employees the opportunity to gain an
understanding of the various forms of cybersecurity incidents and enable our employees to handle and report any suspicious activity or
threat.

 To date, our approach to cybersecurity has been
effective in protecting the confidentiality, integrity, and availability of our information; however, we cannot guarantee that its efforts
will be successful in preventing all cybersecurity incidents. Further, we currently maintain a cyber insurance policy that provides coverage
for security breaches; however, such insurance may not be sufficient in type or amount to cover us against claims related to security
breaches, cyber-attacks and other related breaches.

 Engaging Third Parties on Risk Management

 Recognizing the complexity and evolving nature
of cybersecurity threats, we leverage the expertise of a managed service provider, and when warranted will engage with independent third
parties in evaluating and testing our risk management systems. These service providers enable us to leverage specialized knowledge and
insights, ensuring our cybersecurity strategies meet generally accepted industry best practices. Our Chief Information Officer also performs
ongoing review of current practices to further ensure cybersecurity.

 Overseeing Third-Party Risk

 Because we are aware of the risks associated with
third-party service providers, we implement processes to oversee and manage these risks. We conduct thorough security assessments of all
third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring
includes regular assessments by our Chief Information Officer. This approach is designed to mitigate risks related to data breaches or
other security incidents originating from third parties.

 Risks from Cybersecurity Threats

 We have not encountered cybersecurity challenges
that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations,
or financial condition.

 Governance

 Board of Directors Oversight

 Our board of directors oversees the management
of risks associated with cybersecurity threats.

 Management's Role Managing Risk

 The Company's Chief Information Officer
is primarily responsible for assessing, monitoring and managing our cybersecurity risks. The Chief Information Officer must ensure that
all industry standard cybersecurity measures are functioning as required to prevent or detect cybersecurity threats and related risks.
The Chief Information Officer provides briefings on cybersecurity threats and related risks to the Chief Executive Officer on a regular
basis. Our Chief Information Officer has had responsibility over cybersecurity, data privacy and classification, incident response, disaster
recovery, and business continuity in a number of positions in the field of information technology. The Chief Information Officer oversees
and tests our compliance with standards, remediates known risks, and leads our employee training program.

 Monitoring Cybersecurity Incidents

 The Chief Information Officer is continually informed
about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. The Chief Information
Officer implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of industry-standard
security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the Chief
Information Officer will implement an incident response plan. This plan includes immediate actions to mitigate the impact and long-term
strategies for remediation and prevention of future incidents.

 Reporting to Board of Directors

 Significant cybersecurity matters, and strategic
risk management decisions, will be escalated to the board of directors.

 ITEM 2. PROPERTIES.

 We are headquartered in Quincy, Massachusetts,
where we occupy approximately 10,000 square feet of office space pursuant to a lease agreement, as amended, that will terminate on May
31, 2025. Our management team, client service team, marketing, operations, and sales team are all primarily based in this office. Our
monthly rent for this facility was $24,521 from June 2020 to May 2021, $25,178 from June 2021 to May 2022, $25,835 from June 2022 to May
2023, and will be $26,491 from June 2023 to May 2024 and $27,148 from June 2024 to May 2025. We may also be required to pay certain taxes
and expenses to the landlord under the lease agreement. On January 10, 2025, the Company entered into a seven-year lease agreement for
new office space in North Quincy, Massachusetts. The new lease term begins on June 1, 2025 and expires on May 31, 2032 with an option
to extend the lease an additional five years. The lease contains an initial base rent of $21 per month with 2.2% - 2.5% annual escalations,
plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property.

 Under a lease agreement dated May 31, 2023 (the
"Miller Lease Agreement") with Miller Family Walpole LLC, as landlord (the "Miller Landlord"), for a warehouse
facility in Walpole, Massachusetts, the initial lease term commenced on June 1, 2023 and terminates on May 31, 2028. We paid base rent
of $179,550.00 in the first year of the lease and will pay an increase of 2% per annum in each subsequent year. We may extend the term
for an additional five years upon the same base rent terms upon 12 months' notice. We will be responsible for all property and other
taxes and expenses related to the facility except for maintenance of certain structural elements. We may assign our rights to the lease
and property at the facility as collateral to a lender. The Miller Landlord is also required to execute a landlord lien waiver and collateral
access agreement upon request. The Miller Lease Agreement contains provisions for minimum insurance, mutual indemnification from certain
claims relating to the Miller Lease Agreement, and customary default and related termination and remedy provisions.

 We also lease satellite office space in Warsaw,
Indiana; Mt. Pleasant, South Carolina; Walpole, Massachusetts; Tomball, Texas; and Irvine, California. Our aggregate rent payments for
these facilities was approximately $743.000 during the fiscal year ended December 31, 2024. Our employees also work remotely from
22 additional locations around the United States using other facilities.

 We believe that all our properties have been adequately
maintained, are generally in good condition, and are suitable and adequate for our businesses.

 ITEM 3. LEGAL PROCEEDINGS.

 From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently aware of
any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating
results.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Our common stock and publicly-traded warrants
were listed and began trading on the Nasdaq Capital Market on November 9, 2021, under the symbols "STRN" and "STRNW,"
respectively. On December 16, 2022, the ticker symbols for the common stock and publicly-traded warrants were changed to "SWAG"
and "SWAGW," respectively. Prior to the listing, there was no public market for our common stock and publicly-traded warrants.

 Number of Holders of Our Common Stock

 As of April 8, 2025, there were approximately 64 holders of record
of our common stock, which does not include holders whose shares are held in nominee or "street name" accounts through banks,
brokers or other financial institutions.

 Securities Authorized for Issuance Under Equity
Compensation Plans

The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in
Item 12. " Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Securities Authorized
for Issuance Under Equity Compensation Plans ".

 Dividend Policy

 We have never declared or paid cash dividends
on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business
and do not anticipate paying any cash dividends on our common stock in the near future. We may also enter into credit agreements or other
borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock. Any future determination
to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results,
capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.
 See also Item 1A. "Risk Factors—Risks Related to Our Common Stock and Publicly-Traded
Warrants— We do not expect to declare or pay dividends in the foreseeable future."

 Recent Sales of Unregistered Securities

 We did not sell any equity securities during the
2024 fiscal year that were not previously disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K that was filed
during the 2024 fiscal year.

 Purchases of Equity Securities

 No repurchases of our common stock were made during
the fourth quarter of 2024.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The following discussion and analysis summarizes
the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented
below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto
included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as
well as assumptions made by, and information currently available to, management. Actual results could differ materially from those discussed
in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report,
particularly in the sections titled Item 1A. " Risk Factors " and " Introductory Notes – Note Regarding
Forward-Looking Statements."

 Overview

 We are an outsourced marketing solutions provider
that sells branded products to customers. We purchase products and branding through various third-party manufacturers and decorators and
resell the finished goods to customers.

 In addition to selling branded products, we offer
clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise and other promotional
products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management, and designing
and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative
and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; POS displays; and loyalty and incentive
programs.

 We earn the majority of our revenue from the sale
of unique, quality promotional products for a wide variety of industries primarily to support marketing efforts. We also derive revenues
from service fees from loyalty programs, event management, print services, fulfillment services, and technology services.

 The majority of our revenue is derived from program
business, although only a small percentage of our customers are considered programmatic. For the years ended December 31, 2024 and 2023,
program clients accounted for 83.3% and 81.4% of total revenue, respectively. Fewer than 350 of our more than 2,000 active customers are
considered to be program clients. Our active customers are any organizations, businesses, or divisions of a parent organization which
have purchased directly or indirectly from us within the last two years, and include organizations that have bought from other organizations
for which Stran acts as an established sub-contractor. We define transactional customers as customers that place an order with us and
do not have an agreement with us covering ongoing branding requirements. We define program clients as clients that have a contractual
obligation for specific ongoing branding needs. Program offerings include ongoing inventory, use of technology platform, warehousing,
creative services, and additional client support. Those program customers are geared towards longer-lasting relationships that helps secure
recurring revenue well into the future.

 Our sales
increased 8.8% year-over year in 2024 compared
to 2023, which we believe was primarily due to higher spending from existing clients
as well as business from new customers. Additionally, we benefited from the acquisition of the assets of T
R Miller in June 2023, and the Gander Group Assets in August 2024, respectively.

 As of December 31, 2024,
we had approximately $55.1 million of total assets with approximately $31.6 million of total stockholders' equity.

 Recent Developments

 Lease Agreement

 On January 10, 2025, the Company entered into
a seven-year lease agreement for new office space in North Quincy, Massachusetts. The Company's existing lease agreement for its office
space expires May 31, 2025. The new lease term begins on June 1, 2025 and expires on May 31, 2032 with an option to extend the lease an
additional five years. The lease contains an initial base rent of approximately $21 thousand per month with 2.2% - 2.5% annual escalations,
plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property.

 Emerging Growth Company and Smaller Reporting
Company

 We qualify as an "emerging growth company"
under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As a result, we are permitted to, and intend to, rely
on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 present three years, and may instead present only two years, of audited financial statements, with correspondingly
reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure in this report;

 comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding
mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial
statements (i.e., an auditor discussion and analysis);

 comply with certain greenhouse gas emissions disclosure and related third-party assurance requirements;

 submit certain executive compensation matters to stockholder advisory votes, such as "say-on-pay"
and "say-on-frequency;" and

 disclose certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the chief executive officer's compensation to median employee compensation.

 In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay
the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take
advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies
that comply with such new or revised accounting standards.

 We will remain an emerging growth company until
the earliest of (i) the last day of the fiscal year following the fifth anniversary of the Company's initial public offering, (ii) the
last day of the first fiscal year in which our total annual gross revenues are $1.07 billion or more, (iii) the date that we become a
"large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the
last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1.0 billion
in non-convertible debt during the preceding three year period.

 To the extent that we continue to qualify as a
"smaller reporting company," as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an
emerging growth company, certain of the exemptions and accommodations available to us as an emerging growth company may continue to be
available to us as a smaller reporting company, including as to: (i) the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley
Act; (ii) scaled executive compensation disclosures; (iii) presenting three years of audited financial statements; and (iv) compliance
with certain greenhouse gas emissions disclosure and related third-party assurance requirements.

 Principal Factors Affecting Our Financial Performance

 Our operating results are primarily affected by
the following factors:

 our ability to acquire new customers or retain existing customers;

 our ability to offer competitive product pricing;

 our ability to broaden product offerings;

 industry demand and competition;

 our ability to leverage technology and use and develop efficient processes;

 our ability to attract and retain talented employees;

 our ability to identify or to complete acquisitions or to successfully integrate the businesses we acquire;
and

 market conditions and our market position.

 Results of Operations

 Comparison of Years Ended December 31, 2024
and 2023

 The following table sets forth key components
of our results of operations during the years ended December 31, 2024 and 2023 both in dollars and as a percentage of our revenues.

 Years Ended December 31,

 2024

 2023

 Amount

 % of
 Revenues

 Amount

 % of
 Revenues

 SALES

 Sales

 $
 82,194

 99.4
 %

 $
 75,147

 98.9
 %

 Sales – related parties

 0.6
 %

 1.1
 %

 Total sales

 100.0
 %

 100.0
 %

 COST OF SALES:

 Cost of sales

 56,487

 68.3
 %

 50,492

 66.4
 %

 Cost of sales - related parties

 0.4
 %

 0.9
 %

 Total cost of sales

 56,841

 68.8
 %

 51,148

 67.3
 %

 GROSS PROFIT

 31.2
 %

 32.7
 %

 OPERATING EXPENSES:

 General and administrative expenses

 37.2
 %

 25,310

 33.3
 %

 Goodwill impairment

 —

 —
 %

 1.1
 %

 Total operating expenses

 37.2
 %

 26,120

 34.4
 %

 LOSS FROM OPERATIONS

 (4,894
)

 (5.9
)%

 (1,268
)

 (1.7
)%

 OTHER INCOME:

 Other income

 —
 %

 0.2
 %

 Interest income

 0.4
 %

 0.8
 %

 Change in fair value of contingent earn-out liability

 0.3
 %

 0.1
 %

 Realized gain on investments

 0.3
 %

 0.1
 %

 Total other income

 0.9
 %

 1.2
 %

 LOSS BEFORE INCOME TAXES

 (4,135
)

 (5.0
)%

 (344
)

 (0.5
)%

 Provision for income taxes

 —
 %

 0.1
 %

 NET LOSS

 $
 (4,140
)

 (5.0
)%

 $
 (385
)

 (0.5
)%

 Sales

 Sales consist
primarily of the selling price of the merchandise, service or outbound shipping and handling charges, less discounts, coupons redeemed,
returns and credits. Sales by segment and in total were as follows (in thousands):

 Increase / (Decrease)

 12/31/2024

 12/31/2023

 $

 %

 Stran

 $
 72,712

 88.0
 %

 $

 %

 $
 (3,288
)

 (4.3
)%

 SLS

 9,942

 12.0
 %

 —

 —
 %

 9,942

 100.0
 %

 Total sales

 $

 100.0
 %

 $

 %

 $
 6,654

 8.8
 %

 Our total
sales increased 8.8% to approximately $82.7 million
 for the year ended December 31, 2024, from approximately $76.0 million
 for the year ended December 31, 2023. Sales by our Stran segment decreased to
approximately $72.7 million for the year ended December 31, 2024 from approximately $76.0 million for the year ended December 31,
2023. Sales by our SLS segment (which consists of the former Gander Group business) increased to
approximately $ 9.9 million for the year ended December 31, 2024 from $0 for the year ended December 31, 2023. For the Stran segment,
the decrease in sales was primarily due to lower spending from new and existing clients. For the SLS segment, the increase in sales was
due to the acquisition of the Gander Group Assets in August 2024.

 Cost
of Sales

 Cost of sales by segment and in total were as
follows (in thousands):

 Increase / (Decrease)

 12/31/2024

 12/31/2023

 $

 %

 Stran

 $
 48,970

 86.2
 %

 $
 51,148

 100.0
 %

 $
 (2,178
)

 (4.3
)%

 SLS

 7,871

 13.8
 %

 —

 —
 %

 7,871

 100.0
 %

 Total cost of sales

 $
 56,841

 100.0
 %

 $
 51,148

 100.0
 %

 $
 5,693

 11.1
 %

 Our total
cost of sales increased 11.1% to approximately $56.8 million
 for the year ended December 31, 2024, from approximately $51.1 million
 for the year ended December 31, 2023. As a percentage of sales, total cost of sales increased
to 68.8% for the year ended December 31, 2024 from 67.3% for the year ended December
31, 2023. Cost of sales by our Stran segment decreased to approximately $ 49.0 million for
the year ended December 31, 2024 from approximately $51.1 million for the year ended December 31, 2023. Cost of s ales
by our SLS segment increased to approximately $ 7.9 million for the year ended December 31, 2024 from $0 for the year ended December
31, 2023. The increase in the dollar amount of total cost of sales was primarily due to the increase in sales of 8.8% from period to period.
For the Stran segment, the decrease was primarily due to a decrease in sales of approximately $3.3
 million for the reasons described above. For the SLS segment, the increase was due to the
acquisition of the Gander Group Assets in August 2024.

 Gross
Profit

 Gross profit and gross margin percentages by segment
and in total were as follows (in thousands):

 Increase / (Decrease)

 12/31/2024

 12/31/2023

 $

 %

 Stran

 $
 23,742

 92.0
 %

 $

 100.0
 %

 $
 (1,110
)

 (4.5
)%

 SLS

 2,071

 8.0
 %

 —

 —
 %

 2,071

 100.0
 %

 Total gross profit

 $

 100.0
 %

 $

 100.0
 %

 $

 3.9
 %

 Gross profit
consists of sales less total cost of sales. Our total gross profit increased 3.9% to approximately
 $25.8 million, or 31.2% of sales, for
the year ended December 31, 2024, from approximately $24.9 million,
or 32.7% of sales, for the year ended December 31, 2023.
Gross profit of our Stran segment decreased to approximately $ 23.7 million for the year ended December 31, 2024 from approximately
$24.9 million for the year ended December 31, 2023. Gross profit of our SLS segment increased to
approximately $2.1 million for the year ended December 31, 2024 from $0 for the year ended December 31, 2023. The
increase in the dollar amount of t otal gross profit was primarily due to the acquisition
of the Gander Group Assets in August 2024. For the Stran segment, the decrease in the dollar amount of gross profit was due to a decrease
in sales of approximately $3.3 million for the reasons described above, which was partially
offset by a decrease in cost of sales of approximately $2.2 million for the reasons described
above. For the SLS segment, the increase in the dollar amount of gross profit was
due to the acquisition of the Gander Group Assets in August 2024. The decrease in total gross profit
margin to 31.2% for the year ended December 31, 2024 compared to 32.7% for the year ended December 31, 2023 was primarily due to
the acquisition of the Gander Group Assets in August 2024, which operates at a lower gross margin than the Stran segment. The
gross profit margin for the Stran segment remained unchanged at 32.7% for the years ended December 31, 2024 and 2023. The
gross profit margin for the SLS segment was 20.8% for the year ended December 31, 2024.

 Operating
Expenses

 Operating expenses by segment and in total were
as follows (in thousands):

 Increase / (Decrease)

 12/31/2024

 12/31/2023

 $

 %

 Stran

 $
 27,587

 89.8
 %

 $
 26,120

 100.0
 %

 $
 1,467

 5.6
 %

 SLS

 3,120

 10.2
 %

 —

 —
 %

 3,120

 100.0
 %

 Total operating expenses

 $

 100.0
 %

 $
 26,120

 100.0
 %

 $
 4,587

 17.6
 %

 Operating
expenses consist of general and administrative expenses. Our total operating expenses increased 17.6% to
approximately $30.7 million for the year ended December 31, 2024,
from approximately $26.1 million for the year ended December 31, 2023.
Operating expenses of our Stran segment increased to approximately $ 27.6 million for the year ended December 31, 2024 from approximately
$26.1 million for the year ended December 31, 2023. Operating expenses of our SLS segment increased
to approximately $ 3.1 million for the year ended December 31, 2024 from $0 for the year ended December 31, 2023. As
a percentage of sales, operating expenses increased to 37.2% for the year ended December 31, 2024,
from 34.4% for the year ended December 31, 2023. As a percentage of sales, operating expenses
of our Stran segment increased to 37.9% for the year ended December 31, 2024 from 34.4% for the year ended December 31, 2023. As
a percentage of sales, operating expenses of our SLS segment were 31.4% for the year ended December 31, 2024. For
the Stran segment, the increase in the dollar amount of operating expenses was primarily due to expenses related to Stran's NetSuite enterprise
resource planning system implementation, acquisition and integration of the Gander Group Assets, and legal and accounting expenses related
to the re-audit of historical financial statements. For the SLS segment, the increase in the dollar amount of operating expenses
was due to the acquisition of the Gander Group Assets in August 2024.

 Other
Income

 Other income
consists of other income, interest income, change in fair value of contingent earn-out liability, and realized gain on investments. Our
other income, net was approximately $38 thousand for the year ended December 31, 2024,
compared to approximately $186 thousand for the year ended December 31, 2023. T his
change was primarily due to an increase in noncash accretion expense in 2024 relative to 2023, related to certain installment payment
liabilities. Our interest income was approximately $305 thousand
 for the year ended December 31, 2024, compared to approximately $570 thousand
 for the year ended December 31, 2023. This change was primarily due to a decrease in interest
generated from investments. Our change in fair value of contingent earn-out liability was approximately $208 thousand for the year
ended December 31, 2024, compared to approximately $65 thousand for the year ended December 31, 2023. This change was primarily due to
an update to the estimated fair value of the remaining contingent earn-out liabilities related to business combinations. Our realized
gain on investments was approximately $208 thousand for the year ended December 31, 2024, compared t o
approximately $103 thousand for the year ended December 31, 2023. This change was primarily
due to the sale of investments above their initial value.

 Income Tax Provision

 Income tax provision reflects statutory tax rates
in the jurisdictions in which we operate adjusted for permanent book/tax differences.

 Income tax provision for the year ended December
31, 2024 was approximately $5 thousand compared to income tax provision of approximately $41 thousand for the year ended December 31,
2023. Income tax provision for the year ended December 31, 2024 accounted for 0.1% of loss before income taxes of approximately $4.1 million.
Income tax provision for the year ended December 31, 2023 accounted for 11.9% of income before income taxes of approximately $0.3 million.
As of December 31, 2024 and 2023, the Company recorded an income tax provision comprised of state income taxes and a valuation allowance
against its net deferred tax assets. The Company recorded a valuation allowance due to a cumulative loss over a three-year period.

 Based on management's expectations of future
earnings and recognition of a valuation allowance, we anticipate that our effective tax rate will remain similar to the rate recorded
in 2024.

 Net Loss

 Our net loss for the year ended December 31, 2024
was approximately $4.1 million, compared to approximately $0.4 million for the year ended December 31, 2023. This change was primarily
due to the increase in operating expenses along with the decrease in gross profit for the reasons described above.

 Liquidity and Capital Resources

 As of December 31,
2024, we had cash and cash equivalents of approximately $9.4 million
and investments of approximately $8.9 million. We have financed our operations primarily
through cash generated from our initial public offering of common stock and warrants to purchase common stock in November 2021, our private
placement of common stock and warrants to purchase common stock in December 2021, and operations.

 We believe that our current levels of cash will
be sufficient to meet our anticipated cash needs for our operations and cash payment obligations for both the 12 months ended December
31, 2025 and in the long-term beyond this period, including our anticipated costs associated with being a public reporting company. We
may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand
our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy
our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of
additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt
service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may
not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to
us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

 Summary of Cash Flows

 The following table provides detailed information
about our net cash flows for the years ended December 31, 2024 and 2023.

 Years Ended December 31,

 2024

 2023

 Net cash provided by (used in) operating activities

 $
 2,760

 $
 (2,550
)

 Net cash used in investing activities

 (533
)

 (3,736
)

 Net cash used in financing activities

 (928
)

 (909
)

 Net increase (decrease) in cash

 1,299

 (7,195
)

 Cash and cash equivalents - beginning

 8,059

 15,254

 Cash and cash equivalents - ending

 $
 9,358

 $
 8,059

 Net cash provided by operating activities was
approximately $2.8 million for the year ended December 31, 2024, as compared to net cash used in operating activities of approximately
$2.6 million for the year ended December 31, 2023. The change was primarily due to an increase in rewards program liability.

 Net cash used in investing activities was approximately
$0.5 million for the year ended December 31, 2024, as compared to net cash used in investing activities of approximately $3.7 million
for the year ended December 31, 2023. The change was primarily due to increased proceeds from the sale of investments, partially offset
by increased purchases of investments.

 Net cash used in financing activities was approximately $0.9 million
for the year ended December 31, 2024, as compared to approximately $0.9 million for the year ended December 31, 2023. The increase in
net cash used in financing activities was primarily due to reduced payments of contingent earn-out liabilities of approximately $0.6 million
and increased payments of installment payment liabilities of approximately $0.6 million.

 Debt

 On November
22, 2021, we entered into the Revolving Demand Line of Credit Loan Agreement, dated as of November 22, 2021 (the " Initial
Loan Agreement"), between the Company and Salem Five Cents Savings Bank, a Massachusetts savings bank ("Salem Five
Cents"), for a revolving line of credit (the " Revolving Line of Credit"), consisting
of aggregate loans of up to $7.0 million, evidenced by the Revolving Demand Line of Credit Note, dated November 22, 2021, by the
Company in favor of Salem Five Cents (the " Demand Note ").
The Revolving Line of Credit and the Demand Note were secured by a first priority security interest in all assets and property of the
Company, as provided in the Security Agreement, dated November 22, 2021, between Salem Five Cents and the Company (the " Security
Agreement"), and as described below. Under a Commercial Loan Modification Agreement, dated as of February 12, 2024, between
 Salem Five Cents and the Company (the "Loan Modification Agreement"), certain
terms of the Initial Loan Agreement were modified as of February 12, 2024, as described below
(as amended, the "Loan Agreement" and together with the Security Agreement and the Demand
Note, the "Loan Documents").

 The amount
available under the Revolving Line of Credit was the lesser of $7.0 million or the sum of (x) eighty percent (80.0%) of the then-outstanding
amount of Eligible Accounts (as defined below), plus (y) fifty percent (50.0%) of Eligible Inventory (as defined below); minus one hundred
(100.0%) percent of the aggregate amount then drawn under the Revolving Line of Credit for the account of the Company. In addition, advances
based upon Eligible Inventory were required to be capped at all times at $2.0 million. "Eligible Accounts" was defined as
accounts that meet a number of requirements, including, unless otherwise approved by Salem Five Cents, being less than 90 days from the
date of invoice not subject to any prior assignment, claim, lien, or security interest, not subject to set-off, credit, allowance or adjustment
by the account debtor, arose in the ordinary course of the Company's business, not an intercompany obligation, not subject to notice
of bankruptcy or insolvency of the account debtor, not owed by an account debtor whose principal place of business was outside the United
States, not a government account, not be evidenced by promissory notes, and not one of the accounts owed by an account debtor 25% or more
of whose accounts were 90 or more days past invoice date; or otherwise not deemed acceptable by Salem Five Cents in accordance with its
normal credit policies. "Eligible Inventory" was defined as all finished goods, work in progress and raw materials and component
parts of inventory owned by the Company. Eligible Inventory did not include any inventory held on consignment or not otherwise owned by
the Company; any inventory which had been returned by a customer or was damaged or subject to any legal encumbrances other than a first
priority security interest held by the Company; any inventory which was not in the possession of the Company; any inventory which was
held by the Company on property leased by the Company unless Salem Five Cents had received a Landlord's Waiver and Consent from
the lessor of such property satisfactory to Salem Five Cents; any inventory which was not located within the United States; any inventory
which Salem Five Cents reasonably deemed to be obsolete or non-marketable; and any inventory not subject to a first priority fully perfected
lien held by Salem Five Cents.

 The Revolving
Line of Credit was subject to interest at the prime rate plus 0.5% per annum. The Company was required to repay interest on the Revolving
Line of Credit proceeds on a monthly basis. The Revolving Line of Credit continued indefinitely, subject to Salem Five Cents' demand
rights and the Company's ongoing affirmative and other obligations under the Loan Documents, as summarized below.

 The Company
could freely draw upon the Revolving Line of Credit subject to Salem Five Cents' right to demand complete repayment of the Revolving
Line of Credit at any time. Late payments were subject to a late payment charge of 5.0%. In the event of failure to repay the loan after
Salem Five Cents made demand for full repayment, the interest rate would increase by 10.0%. The Demand Note could be prepaid at any time
without penalty. Salem Five Cents could assign the Demand Note without the Company's consent.

Security Agreement and the other Loan Documents, the Company granted Salem Five Cents a first priority security interest in all of its
assets, including both assets owned as of the date of the Revolving Line of Credit and afterwards, as collateral for full repayment of
the Revolving Line of Credit. Salem Five Cents had the right to file Uniform Commercial Code financing statements with any jurisdiction
and with sufficient descriptions of the property to perfect its security interest in all of the Company's current and future assets.
Upon default of the Revolving Line of Credit, Salem Five Cents could accelerate repayment of the Revolving Line of Credit, take possession
of the Company's assets, assign a receiver over the Company's assets, and enforce other rights as to the Company's assets
as secured creditor. The Company was required to pay for all of Salem Five Cents's reasonable legal fees and expenses incurred to
enforce its rights under the Loan Documents.

Initial Loan Agreement, the Company was required to continue its current business of outsourced marketing solutions, and, without the
prior consent of Salem Five Cents, the Company could not acquire in whole or in part any other company or business or engage in any other
business or open any other locations. The Company was required to use the proceeds of the Revolving Line of Credit only in connection
with the general and ordinary operations of its business and for the following purpose: general working capital for accounts receivable
and inventory purchases.

 The Revolving
Line of Credit was also subject to ongoing affirmative obligations of the Company, including: Making punctual repayment of the Revolving
Line of Credit amount; maintaining proper accounting books and records in accordance with the opinion of LMHS, P.C. or another Certified
Public Accountant acceptable to Salem Five Cents; allowing Salem Five Cents to inspect its accounting books and records; furnishing audited,
quarterly, monthly and other financial statements to Salem Five Cents; prior to the date of the Loan Modification Agreement, making payment
of Salem Five Cents' reasonable expenses for a field exam in 2022; and following the date of the Loan Modification Agreement, making
payment of Lender's reasonable expenses for a field exam in 2024; allowing Salem Five Cents to communicate with its accountants; maintaining
its properties in good repair subject to ordinary wear and tear; obtaining replacement-cost insurance for its property with Salem Five
Cents as Mortgagee/Loss Payee; causing management contracts for the Company's properties to be subordinated to the rights of Salem
Five Cents; and allowing no change of property management company without the prior written consent of Salem Five Cents.

 Prior to
the date of the Loan Modification Agreement, the Revolving Line of Credit was further subject to the following financial requirements:
(a) Debt Service Coverage Ratio: Cash flow to be calculated on an annual basis of at least 1.20 times EBITDA less cash taxes, distributions,
dividends, shareholder withdrawals in any form, and unfinanced CAPEX divided by all scheduled principal payments on all debt plus cash
interest payments made on all debt; and (b) Minimum Net Worth thresholds: The Company was required to meet the following minimum
net worth thresholds: $2,000,000 at December 31, 2021, $2,750,000 at December 31, 2022, and $3,500,000 at December 31, 2023.

 Following the date of the Loan Modification Agreement,
the Revolving Line of Credit was no longer subject to the Company's compliance with the Debt Service Coverage Ratio and the Minimum
Net Worth terms described above. Instead, the Company was required to meet the following financial requirements:

 The Company was required to maintain a "Minimum Interest Coverage"
of 1.25:1, tested for fiscal year ending December 31, 2024 only, and defined as follows: EBITDA (as defined below), divided by cash interest
payments made on all debt. "EBITDA" was defined as the trailing year's total of net income before total interest expense,
tax expense, and depreciation and amortization expense. EBITDA was required to be adjusted for extraordinary and/or non-cash items as
defined in accordance with U.S. GAAP.

 The Company was required to maintain a "Minimum Debt Service Coverage
Ratio" of 1.20:1, tested annually beginning with the fiscal year ending December 31, 2025, defined as follows: EBITDA, less cash
taxes, distributions, dividends, stockholder withdrawals in any form, and unfinanced capital expenditures (as defined below), divided
by all scheduled principal payments on all debt, plus cash interest payments made on all debt, plus cash payments made on contingent earn-out
liabilities. "Unfinanced capital expenditures" was defined as the current fiscal-year-end net fixed assets, plus current fiscal-year-end
depreciation, less prior fiscal-year-end net fixed assets, less the long-term debt increase.

 The Company's "Ratio of Debt to Tangible Net Worth" was
required not to exceed 1.50:1, tested at financial year-end, defined as total liabilities divided by "tangible net worth,"
defined as total assets, less total liabilities, less intangible assets and amounts due from stockholder/related parties.

 The Company was required to maintain a "Minimum Liquidity" of
$7.5 million at all times, defined as cash and short-term investments, less rewards program liabilities.

 The Company
also could not incur any additional indebtedness, secured or unsecured, except in the ordinary course of business; make loans or advances
to others or guarantee others' obligations except for certain ordinary advances to employees or ordinary customer credit terms;
make investments; acquire any business; make capital expenditures except in the ordinary course of business; sell any material assets
except in the ordinary course of business; or grant any security interests or mortgages in its properties or assets. After the
date of the Loan Modification Agreement, any future contingent earn-out obligations were required to be subordinated to the Loan Documents.

 In connection
with the Initial Loan Agreement, on November 22, 2021, the Company, Salem Five Cents and Harte Hanks Response Management/ Boston, Inc.
(the "Warehouse Provider"), the lessor of certain warehouse facilities to the Company, executed a Warehouseman's Waiver
in favor of Salem Five Cents (the "Warehouseman's Waiver"). Under the Warehouseman's Waiver, the Warehouse Provider
disclaimed any interest in the property of the Company stored on the premises (the "Collateral"), and agreed not to interfere
with Salem Five Cents' enforcement of its rights in the Collateral. The Warehouse Provider further agreed to provide notice to Salem
Five Cents of any default by the Company of its obligations as to the Warehouse Provider, and to give Salem Five Cents at least 30 days
to exercise its rights, which period could be extended by Salem Five Cents up to 60 days upon its payment of the per-diem rental amount.
After that period, unless the default had been cured by Salem Five Cents, the Warehouse Provider could dispose of such Collateral as it
deemed fit. Upon the receipt of written notice from Salem Five Cents and until such notice was rescinded, the Warehouse Provider was required
to honor only instructions from Salem Five Cents with respect to the Collateral, including, any direction from Salem Five Cents to dispose
of all or any portion of the Collateral at any time, without any further consent or instruction from Company.

 On August 23, 2024, Stran Loyalty Solutions entered
into a factoring arrangement to provide accounts receivable financing to Stran Loyalty Solutions. In connection with the factoring arrangement,
the Company provided a secured guarantee of Stran Loyalty Solutions' obligations under the factoring arrangement. In discussions
with Salem Five Cents prior to the establishment of the factoring arrangement, Salem Five Cents indicated that it would terminate the
Revolving Line of Credit because of a policy which prohibited it from agreeing to subordination of its security interest in the Company's
assets.

 Accordingly, on September 9, 2024, Salem Five
Cents delivered a letter (the "Termination Letter") to the Company that stated that, effective August 26, 2024 (the "Termination
Date"), Salem Five Cents terminated all obligations under the Loan Agreement and the Demand Note. The Termination Letter further
stated that the Loan Agreement and the Demand Note and the Loan Documents shall no longer be considered in force or effect. The Company
had no funds drawn on the Revolving Line of Credit on the Termination Date.

 As of December
31, 2024, the Revolving Line of Credit had been terminated. As of December 31, 2023, we had
not drawn any funds from the Revolving Line of Credit.

 Acquisition of Gander Group Assets

 On August 23, 2024, Stran Loyalty Solutions entered
into a Secured Party Sale Agreement, dated as of August 23, 2024 (the "Sale Agreement"), between Stran Loyalty Solutions and
Sallyport Commercial Finance, LLC, a Delaware limited liability company ("Secured Party"), pursuant to which Stran Loyalty
Solutions agreed to purchase, on an as-is basis, all of the rights and interests of Gander Group, in and to the Gander Group Assets from
Secured Party as a private sale pursuant to Article 9 of the Uniform Commercial Code (the "Gander Group Transaction").

 Under the Sale Agreement, the aggregate consideration
for the Gander Group Assets consisted of (a) cash payments by Stran Loyalty Solutions to Secured Party of approximately $1.1 million (the
"Cash Purchase Price"), and (b) the assumption by Stran Loyalty Solutions of certain liabilities totaling approximately $5.5
million (the "Gander Group Assumed Liabilities"), subject to adjustment, at and following the Gander Group Transaction Closing
(as defined below), including the payment at the Gander Group Transaction Closing of $150 thousand to Warson Capital Partners, LLC, an
investment banking firm retained by Gander Group, for its fees and expenses with respect to the Gander Group Transaction, including the
marketing for sale of the Gander Group Assets (the "Transaction Expense Payment").

 At the consummation of the transactions contemplated
by the Sale Agreement (the "Gander Group Transaction Closing"), Stran Loyalty Solutions paid the Cash Purchase Price, including
the payment of the Transaction Expense Payment, and assumed the Gander Group Assumed Liabilities. As a result of the Gander Group Transaction
Closing, the Company indirectly acquired the Gander Group Assets, including all of the equity of Gander Group Louisiana, which became
a wholly-owned subsidiary of Stran Loyalty Solutions.

 In addition, Stran Loyalty Solutions entered into
a Release Agreement, dated as of August 23, 2024, between Gander Group and Stran Loyalty Solutions (the "Release Agreement").
Under the Release Agreement, Gander Group granted a full and complete waiver and release of Stran Loyalty Solutions and its affiliates
of any non-competition, non-solicitation, or similar restrictive covenants of any parties owed to Gander Group or any of its affiliates.

 The Sale Agreement and the Release Agreement included
provisions for indemnification, reimbursement for returned items, handling of assets and liabilities during Gander Group's wind-down,
and certain other matters.

 Contractual Obligations

 Property Leases

 The following is a schedule by years of future
minimum lease payments (in thousands):

 2025

 $

 2026

 2027

 2028

 Total future non-cancelable minimum lease payments

 $

 Lease cost for the years ended December 31, 2024
and 2023 totaled approximately $0.7 million and $0.5 million, respectively. We anticipate no deficiencies in our ability to make these
payments.

 Other Cash Obligations

 The Company manages reward card programs for clients.
Under these programs, the Company receives cash and simultaneously records a liability for the total amount received. These accounts are
adjusted on a periodic basis as reward cards are funded or reduced at the direction of the customers. As of December 31, 2024 and December
31, 2023, the Company had net deposits totaling approximately $6.0 million and $0.9 million, respectively.

 Our other principal cash payment obligations have
consisted principally of obligations under the Revolving Line of Credit. As stated above, as of December 31, 2024 and December 31, 2023,
we had not drawn any funds from the Revolving Line of Credit under the Loan Documents.

 Critical Accounting Estimates

 We prepare our financial statements in accordance
with U.S. GAAP. The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenue, costs and expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing
basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between
our estimates and actual results, our future financial statements presentation, financial condition, results of operations, and cash flows
will be affected.

 We believe that the assumptions and estimates
associated with the valuation of goodwill and intangible assets have the greatest potential impact
on our financial statements. Additionally, when we acquire a business, we allocate the purchase price to the identifiable assets acquired
and liabilities assumed at their estimated fair values as of the respective acquisition date. The fair values of acquired intangible assets,
including customer relationships and trade names are determined using various valuation techniques, primarily utilizing various income-based
approaches. Significant assumptions used in these models include projected revenue growth rates, discount rates, customer retention rates
and royalty rates. These estimates require management's judgment and are considered to be critical accounting estimates. Therefore,
we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies,
see the notes to our financial statements beginning on page F-1 of this Annual Report on Form 10-K.

 Valuation of Goodwill and Intangible Assets

 We perform an annual impairment review of our
goodwill during the fourth fiscal quarter of each year, and more frequently if we believe indicators of impairment exist. The process
of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment. To review for impairment, we
first assess qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not
that the fair value of our reporting unit is less than its carrying amount. Our qualitative assessment of the recoverability of goodwill,
whether performed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific
factors. These factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions; (iii) current,
historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization below our
net book value. After assessing the totality of events and circumstances, if we determine that it is more likely than not that the fair
value of our reporting unit to which goodwill is assigned is greater than its carrying amount, no further assessment is performed. If
we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we calculate
the fair value of that reporting unit and compare the fair value to the reporting unit's net book value.

 Determining the fair value of a reporting unit
involves the use of significant estimates and assumptions. Our goodwill impairment test uses both the income approach and the market approach
to estimate a reporting unit's fair value. The income approach is based on the discounted cash flow method that uses the reporting unit
estimates for forecasted future financial performance, including revenues, operating expenses, and taxes, as well as working capital and
capital asset requirements. These estimates are developed as part of our long-term planning process based on assumed market segment growth
rates and our assumed market segment share, estimated costs based on historical data and various internal estimates. Projected cash flows
are then discounted to a present value employing a discount rate that properly accounts for the estimated market weighted-average cost
of capital, as well as any risk unique to the subject cash flows. The market approach is based on weighting the financial multiples of
comparable companies and applying a control premium. A reporting unit's carrying value represents the assignment of various assets and
liabilities, excluding certain corporate assets and liabilities, such as cash and debt.

 We assess the impairment of long-lived assets,
including purchased property and equipment, right-of-use assets, and intangible assets, whenever events or changes in circumstances indicate
that the carrying value of such assets may not be recoverable. Factors we consider important which could trigger an impairment review
include: (i) significant underperformance relative to historical or projected future operating results, (ii) significant changes in the
manner of our use of the acquired assets or the strategy for our overall business, or (iii) significant negative industry or economic
trends. The process of evaluating the potential impairment of long-lived assets under the accounting guidance on property and equipment
and intangible assets is also highly subjective and requires significant judgment. In order to estimate the fair value of long-lived assets,
we typically make various assumptions about the future prospects of our business or the part of our business to which the long-lived assets
relate. We also consider market factors specific to the business and estimate future cash flows to be generated by the business, which
requires significant judgment as it is based on assumptions about market demand for our products over a number of future years. Based
on these assumptions and estimates, we determine whether we need to take an impairment charge to reduce the value of the long-lived assets
stated on our consolidated balance sheets to reflect their estimated fair value. Assumptions and estimates about future values and remaining
useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors, such as the real
estate market, industry and economic trends, and internal factors, such as changes in our business strategy and our internal forecasts.
Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, changes in assumptions
and estimates could materially impact our reported financial results.

 Recent Accounting Pronouncements

 For a discussion of recently adopted accounting
pronouncements, see Recently Issued Accounting Pronouncements in Note A.27 to our financial statements beginning on page F-1 of
this Annual Report on Form 10-K.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.

 Not applicable.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The full text of our audited consolidated financial
statements begins on page F-1 of this Annual Report on Form 10-K.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Our management,
with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) prior to the filing of this Annual Report on Form 10-K. Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual
Report on Form 10-K, our disclosure controls and procedures were not effective due to the restatement of our previously issued
financial statements and corresponding material weaknesses described below.

 Management's Annual Report on Internal
Control over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f)
of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation
of financial statements for external purposes in accordance with generally accepted account principles. All internal control systems,
no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control
system are met.

 Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management
used the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company's internal
control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication,
and (v) monitoring.

 During this
assessment, management identified material weaknesses in our internal control over financial reporting that are discussed further below.
As a result of the material weaknesses, management concluded that our internal control over financial reporting was not effective as of
December 31, 2024.

 A material
weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of a company's annual and interim financial statements will not be detected or prevented
on a timely basis. The following material weaknesses were identified:

 There was a material weakness in our internal controls related to the proper
design and implementation of control over formal review, approval, and evaluation of complex accounting transactions associated with business
combinations.

 We identified a material weakness in internal control related to the proper
design and implementation of certain controls over management's formal review process that includes multiple levels of review as
well as timely review of accounts and reconciliations leading to material adjustments.

 We identified a material weakness in internal control related to the proper
design and implementation of certain controls over income tax provision and management's review of the income tax provision.

 We did not design and maintain effective controls over financial reporting
for accounts receivable and unearned revenue, freight charges, and inventory and cost of sales accounts.

 We did not design and maintain effective controls over financial reporting
related to the proper presentation and disclosure for related party transactions.

 We did not effectively select and develop certain information technology
general controls related to access and change management controls that led to deficiencies in the design and operation of control activities.

 Plan of Remediation of Material Weaknesses
in Internal Control Over Financial Reporting

 As reported in this Annual Report on Form 10-K
for the fiscal year ended December 31, 2024, following the identification and communication of the material weaknesses described above,
management commenced remediation actions relating to these material weaknesses beginning in the fourth quarter of fiscal year 2024, as
follows:

 We utilized the services of external consultants for non-routine and/or technical accounting issues as
they arose.

 We improved our review process for complex accounting transactions by enhancing access to accounting literature,
engaging third-party professionals with whom to consult regarding complex accounting applications, and hired additional staff with the
requisite experience and training to supplement existing accounting professionals.

 Management, with the assistance of a third party, performed an evaluation
of the processes and procedures around our processes, internal control design gaps, and recommended process enhancements.

 We implemented enhancements and process improvements, including the design
and implementation of well-defined controls and related control attributes, through the recent launch of our new NetSuite enterprise resource
planning system in January 2025.

 The material weaknesses identified above will
not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of
time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of
our remediation plans and will make changes management determines to be appropriate. If not remediated, these material weaknesses could
result in material misstatements to our annual or interim consolidated financial statements that may not be prevented or detected on a
timely basis or result in a delayed filing of required periodic reports. If we are unable to assert that our internal control over financial
reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our
common stock could be adversely affected, and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory
authorities, which could require additional financial and management resources.

 This Annual
Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. Pursuant to Item 308(b) of Regulation S-K, management's report is not subject to attestation by our independent
registered public accounting firm because the Company is neither an "accelerated filer" nor a "large accelerated filer"
as those terms are defined by the SEC.

 Changes in Internal Control over Financial
Reporting

 There were no changes in our internal control
over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting, except as described above.

 Inherent Limitation on the Effectiveness of Internal Control

 The effectiveness of any system of internal control
over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing,
operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of
internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not
absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you
that such improvements will be sufficient to provide us with effective internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 We have no information to disclose that was required to be disclosed
in a report on Form 8-K during the fourth quarter of fiscal year 2024 but was not reported.

 None of our directors or "officers,"
as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1
trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter ended December 31, 2024.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 The following sets forth information about our
directors and executive officers:

 Name

 Age

 Position

 Executive Chairman, Treasurer, Secretary, and Director

 President, Chief Executive Officer and Director

 Chief Financial Officer

 John Audibert

 Vice President of Growth and Strategic Initiatives

 Ian Wall

 Chief Information Officer

 Alan Chippindale

 Alejandro Tani

 Ashley Marshall

 Andrew Stranberg co-founded the
Company and has served as our Executive Chairman since 1995. From 1995 to January 2020, Mr. Stranberg was also our Chief Executive Officer.
In 1995, Mr. Stranberg founded Stran Capital LLC, a family office, and has since been its Chief Executive Officer. From 1997 to 2016 Mr.
Stranberg served as Chairman of STRAN Technologies IT Services, LLC. From 2012 to November 2019, Mr. Stranberg was the founder and manager
of Stran Maritime LLC for a joint venture with Atlas Maritime Ltd., an international shipping company. Mr. Stranberg is a graduate of
the University of New Hampshire Peter T. Paul College of Business and Economics. We believe that Mr. Stranberg is qualified to serve on
our board of directors due to his deep knowledge of Stran and his long executive and board experience with us since his co-founding of
the Company.

 Andrew
Shape is our co-founder and since 1996 has served as our President and director, and as our Chief Executive Officer since January
2020. From July 2018 to February 2021, Mr. Shape also served as the Chief Executive Officer and President and a director of Long Blockchain
Corp. (formerly OTC Pink: LBCC), in connection with a business co-managed with us for its subsidiary Stran Loyalty Group Inc., a Delaware
corporation. From June 2018 through December 2021, Mr. Shape served as a director for Naked Brand Group Limited (formerly Nasdaq: NAKD)
until the closing of its business combination with Cenntro Electric Group Limited (Nasdaq: CENN). Prior to forming Stran, from August
1995 to September 1996, Mr. Shape worked at Copithorne & Bellows Public Relations (a Porter Novelli company) as an Account Executive.
Mr. Shape holds a BA degree from the University of New Hampshire. We believe that Mr. Shape is qualified to serve on our board of directors
due to his deep knowledge of Stran, his industry expertise, and his experience as a director on other Nasdaq-listed companies.

 David
Browner has been our Chief Financial Officer since March 2023 and was our Interim Chief Financial Officer from July 2022 to March
2023. From July 2021 to July 2022, Mr. Browner was our Controller. From November 2015 to July 2021, Mr. Browner was the Company's
Accounting Manager. From July 2012 to November 2015, Mr. Browner was a staff accountant for the Company. Mr. Browner has a Master of Business
Administration in Accounting and a Bachelor of Business Administration from the University of Massachusetts Lowell.

 John Audibert has been our Vice
President of Growth and Strategic Initiatives since March 2020. Mr. Audibert has over 12 years of investment banking, corporate finance
and strategy consulting experience. He has been the President of Josselin Capital Advisors, Inc., a company wholly-owned by John Audibert
("JCA"), since October 2019, which provides consulting services to high-growth businesses. He was formerly President of Woodland
Way Advisors, Inc., a consulting firm, from January 2015 through December 2020. Mr. Audibert previously worked in the investment banking
group of Sandler O'Neill + Partners, L.P. where he provided merger and acquisition advisory as well as capital raising services
to middle-market clients. Prior to joining Sandler O'Neill, he was a strategic consultant at Putnam Associates. Mr. Audibert received
a bachelor's degree with a concentration in finance from the Carroll School of Management at Boston College. Mr. Audibert was an
employee of the Company from March 2020 to May 2021, and since then has continued acting in his current capacity as an independent contractor.

 Ian
Wall has been our Chief Information Officer since January 2024. From April 2021 to November 2023, Mr. Wall was Senior Vice President
of Digital Transformation and Service Delivery at Digital Radius. From November 2019 to January 2021, Mr. Wall held several positions
at Bentley University, as Interim Vice President and Chief Information Officer from May 2020 to January 2021, and as Executive Director
from November 2019 to May 2020. From February 2016 to May 2020, Mr. Wall was Director, Enterprise Applications at Tufts University. From
September 2014 to November 2015, Mr. Wall was Director, Enterprise Business Intelligence at Vertex Pharmaceuticals. Mr. Wall received
a Masters in Science and Engineering Management from Tufts University Gordon Institute and a Bachelor of Arts in Liberal Arts from University
of Massachusetts Amherst.

 Travis
McCourt has been a member of our board of directors since November 2021. In June 2014, he founded Conchoid Capital Fund where
he still serves as a principal. From May 2012 to December 2014, he was a Principal at the investment firm McCourt. From November 2007
to May 2012, he was the Vice President of Alternative Capital Markets at Goldman Sachs (NYSE: GS). From November 2004 to December 2007,
he served as a Front Office Executive for the Los Angeles Dodgers. Mr. McCourt graduated from Georgetown University. We believe that Mr.
McCourt is qualified to serve on our board of directors due to his investment management, buyout analysis, capital markets, investor relations
and other business experience.

 Alan Chippindale has been a member
of our board of directors since November 2021. Mr. Chippindale has been President of Engage & Excel Enterprises Inc. (" Engage
& Excel") since July 2017. From January 2008 to June 2017, Mr. Chippindale was Chief Business Development Officer of
BrandAlliance Inc. Mr. Chippindale was President of Proforma Inc. from September 1987 to December 2004. Mr. Chippindale graduated from
Bowling Green State University with a bachelor degree in International Business and Marketing. We believe that Mr. Chippindale is qualified
to serve on our board of directors due to his leading role in the promotional products industry.

 Alejandro
Tani has been a member of our board of directors since November 2021. Since January 2007, Mr. Tani has been the owner of Clair
Trading. Since February 2017, Mr. Tani has also been Chief Information Officer and Chief Executive Officer of Innovative Genetics Inc.
("Innovative Genetics"), and a Director and Partner of Green Beehive II LLC. Mr. Tani graduated from University Catolica Andres
Bello, located in Venezuela. We believe that Mr. Tani is qualified to serve on our board of directors due to his business experience.

 Ashley
L. Marshall has been a member of our board of directors since November 2021. From December 2021 to September 2022, Ms. Marshall
was Merchandise Manager Lighting - Birch Lane at Wayfair (NYSE: W). From January 2015 to September 2021, Ms. Marshall held several positions
with The TJX Companies, Inc. (NYSE: TJX): Allocation Analyst, January 2015 to December 2015; Senior Analyst, December 2015 to September
2017; and Associate Planner, September 2017 to September 2021. From January 2014 to December 2015, Ms. Marshall was an attorney in the
United States Treasury Department. Ms. Marshall earned a Bachelor of Business Administration from the University of Mississippi and a
Juris Doctor from The George Washington University Law School. We believe that Ms. Marshall is qualified to serve on our board of directors
due to her experience developing business strategy and her background in law.

Arrangements Between Officers and Directors

 Our directors currently have terms which will
end at our next annual meeting of the stockholders or until their successors are elected and qualified, subject to their prior death,
resignation or removal. Officers serve at the discretion of the board of directors. There is no arrangement or understanding between any
director or executive officer and any other person pursuant to which the director or executive officer was or is to be selected as a director,
nominee or officer.

 Family Relationships

 There are no family relationships among any of
our executive officers or directors.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge, except as described
below, none of our directors or executive officers has, during the past ten years:

 been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);

 had any bankruptcy petition filed by or against the business or property of the person, or of any partnership,
corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing
or within two years prior to that time;

 been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise
limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance
activities, or to be associated with persons engaged in any such activity;

 been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
or vacated;

 been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree,
or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants),
relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement
or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation
prohibiting mail or wire fraud or fraud in connection with any business entity; or

 been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity
(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons associated with a member.

 Committees of the Board of Directors

 Our board of directors established the Company's
Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Disclosure Controls and Procedures Committee,
each with its own charter approved by the board. Each committee's charter is available on our website at

 In addition, our board of directors may, from
time to time, designate one or more additional committees, which shall have the duties and powers granted to it by our board of directors.

 For further related discussion, see Item 13. " Certain
Relationships and Related Transactions, and Director Independence – Director Independence – Committees of the Board of Directors ".

 Audit Committee and Audit Committee Members

 Our Audit Committee was established in accordance
with section 3(a)(58)(A) of the Exchange Act. Travis McCourt, Alejandro Tani, and Ashley Marshall, each of whom has been determined by
our board of directors to satisfy the "independence" requirements of Rule 10A-3 under the Exchange Act and Nasdaq's
rules, serve on our Audit Committee, with Mr. McCourt serving as the chairman. Our board has determined that each of Mr. McCourt and Mr.
Tani qualifies as an "audit committee financial expert" as defined by Item 407(d)(5) of Regulation S-K.

 Material Changes to Director Nomination Procedures

 There have been no material changes to the procedures
by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.

 Code of Ethics and Business Conduct

 We have adopted a Code of Ethics and Business
Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer
and principal accounting officer. Such Code of Ethics and Business Conduct addresses, among other things, honesty and ethical conduct,
conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities
laws, and reporting of violations of the code.

 The full text of the Code of Ethics and Business
Conduct is posted on our website at  Any waiver of the Code of Ethics and Business Conduct for directors or executive
officers must be approved by our Audit Committee. We will disclose future amendments to our Code of Ethics and Business Conduct, or waivers
from our Code of Ethics and Business Conduct for our principal executive officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions, on our website within four business days following the date of the amendment
or waiver. In addition, we will disclose any waiver from our Code of Ethics and Business Conduct for our other executive officers and
our directors on our website. A copy of our Code of Ethics and Business Conduct will also be provided free of charge upon request to:
Secretary, Stran & Company, Inc., 2 Heritage Drive, Suite 600, Quincy, MA 02171.

 Insider Trading Policy

 Effective
March 27, 2023, we adopted the Stran & Company, Inc. Second Amended and Restated Insider Trading Policy (the "Insider
Trading Policy"). The Insider Trading Policy applies to all our executive officers, directors and key employees. The Insider
Trading Policy codifies the legal and ethical principles that govern trading in our securities by persons associated with the Company
that may possess material nonpublic information relating to the Company. A copy of the Insider Trading Policy is filed as Exhibit 19.1
to this Annual Report on Form 10-K.

Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires our
directors and executive officers and beneficial holders of more than 10% of our shares of common stock to file with the SEC initial reports
of ownership and reports of changes in ownership of our equity securities. We believe, based solely on a review of the copies of such
reports furnished to us and representations of these persons, that all reports were timely filed for the year ended December 31, 2024
and prior years, except as otherwise disclosed in our previous filings with the SEC.

 ITEM 11. EXECUTIVE COMPENSATION.

 Summary Compensation Table - Years Ended December
31, 2024 and 2023

 The following table sets forth information concerning
all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the
noted periods.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock Awards
 ($)

 Option Awards
 ($)

 All Other Compensation
 ($)

 Total
 ($)

 Andrew Shape, President and Chief Executive Officer

 2024

 400,000

 -

 -

 -

 -

 400,000

 2023

 400,000

 50,000

 -

 -

 31,220
 (1)

 481,220

 Ian Wall, Chief Information Officer

 2024

 265,000

 -

 -

 7,937
 (2)

 8,629
 (3)

 281,566

 Andrew Stranberg, Executive Chairman

 2024

 500,000

 -

 -

 -

 -

 500,000

 2023

 500,000

 -

 -

 -

 -

 500,000

 (1)
 Andrew Shape was entitled to the payment of $10,000 per month during 2023 as repayment of sales commissions
that had been earned in previous years totaling approximately $140,927, subject to certain terms and conditions. All $30,927 of outstanding
payable prior-year commissions were paid to Mr. Shape during 2023. All outstanding accrued interest upon prior-year commissions payable
to Mr. Shape was orally waived on March 25, 2024.

 (2)
 Ian Wall was granted an option to purchase 15,000 shares of common stock on January 2, 2024. A portion
of the option was granted subject to certain vesting conditions. The aggregate grant date fair value was computed in accordance with ASC
Topic 718 based on the assumptions described in Notes A.20 and A.21 to the Company's financial statements beginning on page F-1
of this Annual Report on Form 10-K. On January 2, 2024, Ian Wall became entitled to awards of options to purchase up to 100,000 shares
of common stock subject to performance conditions with respect to the fiscal year ended December 31, 2024. The aggregate grant date fair
value of these awards was computed based upon the probable outcome of such conditions consistent with the estimate of aggregate compensation
cost to be recognized over the service period determined as of the grant date under ASC Topic 718, excluding the effect of estimated forfeitures,
and based upon the assumptions described in Notes A.20 and A.21 to the Company's financial statements beginning on page F-1 of this
Annual Report on Form 10-K. The maximum aggregate grant date fair value of these awards was $52,900 assuming that the highest level of
performance conditions will be achieved.

 (3)
 Ian Wall was entitled to an automobile and cellular phone allowance not to exceed $750 per month.

 Executive Officer Employment and Consulting Agreements

 Employment Agreement with Andrew Shape

 Under our employment agreement with our Chief
Executive Officer and President, Andrew Shape, dated July 13, 2021 and effective as of November 8, 2021 (the "Shape Employment Agreement"),
Mr. Shape will receive an annual salary of $400,000 and will be eligible to receive an annual cash bonus as determined by the board of
directors. Pursuant to the Shape Employment Agreement, on November 12, 2021, we awarded Mr. Shape a stock option for the purchase of 323,810
shares of the Company's common stock at an exercise price of $4.15 per share. The stock option will vest over a four-year period
with 25% of the option vesting on the first anniversary of the date of grant and the balance of the option (75%) vesting monthly over
the following three years after the first anniversary of the date of grant at a rate of 1/36 per month.

 The Shape Employment Agreement provides that Mr.
Shape was entitled to the payment of $10,000 per month as repayment of sales commissions that had been earned in previous years totaling
approximately $140,927, subject to certain terms and conditions. During 2022, Mr. Shape was entitled to $120,000 in total payments toward
prior-year commissions in addition to accrued interest of $1,918, and was paid $90,000 towards these commissions. During 2023, Mr. Shape
became entitled to an additional $20,927 in total payments toward these prior-year commissions and accrued interest of $293. All $30,927
of outstanding payable prior-year commissions was paid to Mr. Shape during 2023. All outstanding accrued interest upon prior-year commissions
payable to Mr. Shape was orally waived on March 25, 2024.

 On February 15, 2024, in connection with the Company's
fiscal year 2023 executive bonus determinations, the Compensation Committee determined that Mr. Shape would be awarded a $50,000 cash
bonus.

 Mr. Shape will be provided with standard executive
benefits. The Company will also provide standard indemnification and directors' and officers' insurance.

 The initial term of the Shape Employment Agreement
commenced on November 8, 2021 and ended on November 8, 2024. The Shape Employment Agreement automatically renewed for an additional one-year
term at the end of the initial term, and will renew for an additional one-year term at the end of the current and each subsequent one-year
term unless either party provides notice to the other 60 days prior to the end of the then-current term.

 The Company may terminate Mr. Shape's employment
by giving at least 30 days' written notice. If we terminate Mr. Shape without cause or he resigns for good reason as provided under the
Shape Employment Agreement, we must pay at least 24 months' severance, reimbursement of Mr. Shape for the first 18 months of the
premiums associated with Mr. Shape's continuation of health insurance for Mr. Shape and his family pursuant to COBRA, and immediate
vesting of any outstanding unvested equity granted to Mr. Shape during Mr. Shape's employment and immediate lifting of all lockups
and restrictions on sales of such equity or exercise of stock options. If we give notice of non-renewal of the Shape Employment Agreement
with 60 days' notice, then, upon Mr. Shape's execution of a release, we must pay six months' severance and reimburse the first six
months of the premiums associated with Mr. Shape's continuation of health insurance for him and his family pursuant to COBRA.

 Mr. Shape is also subject to standard confidentiality
and noncompetition provisions, and Mr. Shape's stock option agreement contains certain non-competition and non-solicitation provisions
pursuant to the standard form of such agreement under the Stran & Company, Inc. Amended and Restated 2021 Equity Incentive Plan (the
"Plan").

 Employment
Agreement with David Browner

 From January
1, 2022 to July 28, 2022, David Browner, then the Company's Controller, was provided an annual salary of $150,000 and
standard employee benefits on an at will basis. As of July 29, 2022, Mr. Browner was appointed as the Company's Interim Chief Financial
Officer. In connection with the appointment, effective as of July 29, 2022, Mr. Browner's salary was increased to $200,000, and
Mr. Browner was provided with a $750 monthly car allowance. On March 27, 2023, Mr. Browner was appointed as the Company's Chief
Financial Officer. Mr. Browner's compensation was left unchanged pending review by the Compensation Committee.

 On April
14, 2023, the Compensation Committee approved an Employment Agreement with Mr. Browner (the "Browner Employment Agreement"),
and it was entered into as of the same date. Under the Browner Employment Agreement, Mr. Browner will continue to be employed as the Company's
Chief Financial Officer and will continue to function as its principal financial officer and principal accounting officer during the term
of the agreement. The initial term of the agreement will be two years and will automatically extend an additional year each year unless
one party gives 60 days' notice before the end of the term, unless terminated earlier in accordance with its terms as described
below. Mr. Browner will receive an annual base salary of $250,000. In addition, the Company will pay up to $750 per month to maintain
a leased automobile for business use by Mr. Browner.

 For each
fiscal year during the term of the Browner Employment Agreement, Mr. Browner will receive up to three cash bonuses and six equity bonuses
depending on the board's or the Compensation Committee's certification of the Company's attainment of the performance
conditions provided for in the Browner Employment Agreement. The performance conditions will be based on an annual sales target, an annual
gross profit target, and an annual net profit target. Each target will be set by the board, the Compensation Committee, or an executive
officer or other party delegated with such authority other than Mr. Browner, for the applicable fiscal year. Each target will generally
be measured against the audited U.S. GAAP-compliant financial statements of the Company for that year, except that net profit or the equivalent
item will be adjusted to exclude expenses related to annual bonus payments to the Company's executive officers or members of its
management team. The annual targets for fiscal year 2023 for purposes of the Browner Employment Agreement were determined by the Compensation
Committee to be $72,000,000 for the annual sales target, $21,600,000 for the gross profit target, and $1,080,000 for the net profit target.
The annual targets for fiscal year 2024 for purposes of the Browner Employment Agreement were determined not to have been met in any respect.

 Each portion
of an equity bonus consisting of common stock will be granted upon certification of attainment of the respective target. Each portion
of an equity bonus consisting of vesting of a stock option will relate to a stock option that was or will be granted on the date of the
Browner Employment Agreement and at the beginning of each subsequent fiscal year during the term of the Browner Employment Agreement.
In accordance with the Browner Employment Agreement, on April 14, 2023, the Company granted Mr. Browner a stock option for the purchase
of 100,000 shares of common stock at an exercise price of $1.72 per share, which provided that it would vest and become exercisable upon
certification of attainment of the applicable targets set by the board or the Compensation Committee in accordance with the equity bonus
terms described below. Except as described below, due to the non-attainment of the applicable targets, this option became non-vesting
and non-exercisable. On January 1, 2024, the Company granted Mr. Browner a second stock option for the purchase of 100,000 shares of common
stock at an exercise price of $1.48 per share, which vests and becomes exercisable upon certification of attainment of the applicable
targets set by the board or the Compensation Committee in accordance with the equity bonus terms described below. All equity grants under
the Browner Employment Agreement have been or will be awarded under standard forms of award agreements under the Plan.

 An annual
sales-based cash bonus will be awarded based on the percentage of the annual sales target that is certified as attained, as follows: (a)
$1,250 if 95% of the target is certified as attained; (b) $5,000 if 100% of the target is certified as attained; (c) $7,500 if 110% of
the target is certified as attained; or (d) $10,000 if 120% of the target is certified as attained. An annual gross profit-based cash
bonus will also be awarded based on the percentage of an annual gross profit target that is attained, as follows: (a) $6,250 if 95% of
the target is certified as attained, (b) $25,000 if 100% of the target is certified as attained; (c) $37,500 if 110% of the target is
certified as attained; or (d) $50,000 if 120% of the target is certified as attained. An annual net profit-based cash bonus will also
be awarded based on the percentage of annual net profit target that is certified as attained, as follows: (a) $5,000 if 95% of the target
is certified as attained, (b) $20,000 if 100% of the target is certified as attained; (c) $30,000 if 110% of the target is certified as
attained; or (d) $40,000 if 120% of the target is certified as attained. In accordance with the Browner Employment Agreement, each cash
bonus will be paid in three equal installments in the third, fourth and fifth months of the fiscal year following the fiscal year in which
the respective target or targets are attained upon certification of the attainment of the respective target or targets.

 Five of
the six annual equity bonuses will consist of the grant of fully-vested shares of common stock and the vesting of a portion of the stock
option granted each year under the Browner Employment Agreement. The other annual equity bonus will consist of the vesting of a portion
of such stock option only. In each case, each annual equity bonus will be based on whether such bonus's designated target or target
percentage is certified as attained, as follows: (1) grant of 5,000 shares and vesting of the stock option as to 7,500 shares if the annual
sales target is certified as attained; (2) grant of 5,000 shares and vesting of the stock option as to 7,500 shares if the annual gross
profit target is certified as attained; (3) grant of 5,000 shares and vesting of the stock option as to 7,500 shares if the annual net
profit target is certified as attained; (4) grant of 10,000 shares and vesting of the stock option as to 12,500 shares if 125% of the
annual net profit target is certified as attained; (5) grant of 10,000 shares and vesting of the stock option as to 15,000 shares if 150%
of the annual net profit target is certified as attained; and (6) vesting of the stock option as to 2,000 shares for every $100,000 by
which net profit is certified as exceeding 150% the annual net profit target, up to a maximum of 50,000 shares.

 All equity
bonuses under the Browner Employment Agreement will be awarded under the Plan. The Plan provides that to the extent that equity bonuses
of grants of common stock are designated Performance Compensation Awards (as defined by the Plan) by the board or the Compensation Committee
and to the extent that each fiscal year constitutes a Performance Period (as defined by the Plan), pursuant to the Plan, such awards must
be granted as soon as administratively practicable following completion of the certification of the attainment of the performance conditions
for such awards but in no event later than 2 1/2 months following the end of the fiscal year during which the respective Performance
Period is completed. Otherwise, such grants will be considered Performance Shares (as defined by the Plan) and will be granted when certified
by the board or the Compensation Committee.

Browner Employment Agreement, Mr. Browner will also be eligible for additional bonus amounts as determined by the board or the Compensation
Committee within its sole discretion. Mr. Browner will receive unlimited paid time off and paid public holidays, standard executive benefits,
standard directors and officers indemnification and insurance coverage, and business-related expense reimbursements.

 On February
15, 2024, in connection with the Company's fiscal year 2023 executive bonus determinations, the Compensation Committee certified
the attainment of the performance conditions under the Browner Agreement for the award of a $26,250 cash bonus, the grant of 5,000 shares
of common stock, and the vesting of the stock option granted to Mr. Browner on April 14, 2023 as to 7,500 shares of common stock.

 Mr. Browner's
employment is terminable with cause upon certain grounds by written notice, subject to a 30-day notice and cure period with respect to
certain of these grounds for termination for cause. Mr. Browner may be terminated without cause upon 30 days' written notice. Mr.
Browner may terminate employment with good reason upon certain grounds, subject to a 30-day notice and cure period with respect to certain
of these grounds that must begin within 10 days of Mr. Browner's knowledge of the initial existence of the grounds for termination
for good reason. The effect of Mr. Browner's termination of the Browner Employment Agreement without complying with the requirements
to terminate with good reason will be equivalent to termination with cause. Termination under any provision of the Browner Employment
Agreement will generally result in the Company's obligation to provide accrued and unpaid or pending cash, equity or other compensation.
If the Company terminates Mr. Browner without cause or he terminates for good reason, and provided that Mr. Browner signs the general
release and waiver annexed to the Browner Employment Agreement within 60 days, the Company will be required to pay the lesser of the number
of months' severance remaining under the term of the Browner Employment Agreement and either four months if the termination occurs
during the first year of the term or three months if the termination occurs during the second year of the term, provided that Mr. Browner
receives at least three months' severance; reimburse Mr. Browner for the first 18 months of the premiums associated with Mr. Browner's
continuation of health insurance for Mr. Browner and his family pursuant to COBRA; and approve immediate vesting of any outstanding unvested
equity awards granted to Mr. Browner during his employment and immediate lifting of all lockups and restrictions on sales or exercise
of such awards. If the Company elects not to renew the Browner Employment Agreement, then the Company must pay three months' severance
and reimburse the first six months of the premiums associated with Mr. Browner's continuation of health insurance for Mr. Browner
and his family pursuant to COBRA. If Mr. Browner is terminated in the event of death or disability, then the Company must approve immediate
vesting of any outstanding unvested equity awards granted to Mr. Browner during his employment and immediate lifting of all lockups and
restrictions on sales or exercise of such awards. In addition, if the Company does not renew the term of the Browner Employment Agreement
and Mr. Browner's termination occurs within 90 days before or 12 months after a Change in Control (as defined by the Browner Employment
Agreement), then, provided that Mr. Browner signs the general release and waiver annexed to the Browner Employment Agreement within 60
days, the Company must pay the same severance amount as described above in the event of a termination for cause or resignation for good
reason; provide the same COBRA benefits as described above in the event of a termination for cause or resignation for good reason; and
approve the immediate vesting of all equity awards held by Mr. Browner unless expressly provided otherwise by the governing documents
for such awards.

 The Browner
Employment Agreement also contains general confidentiality and non-competition provisions. Mr. Browner's stock option agreements
and restricted stock award agreements contain certain non-competition and non-solicitation provisions pursuant to the standard forms of
such agreements under the Plan.

 Employment
Agreement with Andrew Stranberg

 Under our employment agreement with our Executive
Chairman, Andrew Stranberg, dated July 13, 2021 and effective as of November 8, 2021 (the "Stranberg Employment Agreement"),
Mr. Stranberg will receive an annual salary of $500,000, and Mr. Stranberg will be eligible for an annual cash bonus as determined by
the board of directors. Pursuant to the Stranberg Employment Agreement, on November 12, 2021, we awarded Mr. Stranberg a stock option
for the purchase of 400,000 shares of the Company's common stock at an exercise price of $4.15 per share under a standard form of
stock option agreement under the Plan. The stock option will vest over a four-year period with 25% of the option vesting on the first
anniversary of the date of grant and the balance of the option (75%) vests monthly over the following three years after the first anniversary
of the date of grant at a rate of 1/36 per month.

 Mr. Stranberg will be provided with standard executive
benefits. The Company will also provide standard indemnification and directors' and officers' insurance.

 The initial term of the Stranberg Employment Agreement
commenced on November 8, 2021 and ended on November 8, 2024. The Stranberg Employment Agreement automatically renewed for an additional
one-year term at the end of the initial term, and will renew for an additional one-year term at the end of the current and each subsequent
one-year term unless either party provides notice to the other 60 days prior to the end of the then-current term.

 The Company may terminate Mr. Stranberg's
employment by giving at least 30 days' written notice. If we terminate Mr. Stranberg without cause or he resigns for good reason as provided
under the Stranberg Employment Agreement, we must pay at least 24 months' severance, reimbursement of Mr. Stranberg for the first
18 months of the premiums associated with Mr. Stranberg's continuation of health insurance for Mr. Stranberg and his family pursuant
to COBRA, and immediate vesting of any outstanding unvested equity granted to Mr. Stranberg during Mr. Stranberg's employment and immediate
lifting of all lockups and restrictions on sales of such equity, or exercise of stock options. If we give notice of non-renewal of the
Stranberg Employment Agreement with 60 days' notice, then, upon Mr. Stranberg's execution of a release, we must pay six months'
severance and reimburse the first six months of the premiums associated with Mr. Stranberg's continuation of health insurance for
him and his family pursuant to COBRA.

 Mr. Stranberg is also subject to standard confidentiality
and noncompetition provisions, and Mr. Stranberg's stock option agreement contains certain non-competition and non-solicitation
provisions pursuant to the standard form of such agreement under the Plan.

 Previous Consulting Agreement with John
Audibert and Josselin Capital Advisors, Inc.

 Under the Consulting Agreement among John Audibert,
JCA, which is Mr. Audibert's his wholly-owned company, and the Company, dated December 2, 2021 (the "Audibert Consulting Agreement"),
which was in effect from December 2, 2021 until April 14, 2023, we agreed that, for a 27-month term, unless terminated earlier in accordance
with its terms, we will receive the services of JCA and pay or grant JCA the compensation described below, and Mr. Audibert would continue
to serve as our Vice President of Growth and Strategic Initiatives. We agreed to pay JCA a signing fee of $30,000, an annual fee of $100,000
and a monthly automobile bonus of $750. We agreed to grant JCA base restricted stock bonuses as follows: (i) 20,000 restricted shares
of common stock, granted as of the agreement date, which vested on the three-month anniversary of the date of grant; (ii) 20,000 additional
fully-vested shares of common stock to be granted on the six-month anniversary of the agreement date; and (iii) 20,000 additional fully-vested
shares of common stock to be granted on the twelve-month anniversary of the agreement date. Due to an administrative oversight, we did
not grant the 20,000 shares required to be granted to JCA on each of the six-month and twelve-month anniversaries of the agreement date
as provided under the Audibert Consulting Agreement. JCA agreed to receive these grants in 2023. On April 14, 2023, the Compensation Committee
approved the grants.

 We also agreed to equity grants to JCA consisting
of (i) the grant of an option which may be exercised to purchase 65,000 shares of common stock at the exercise price per share of $3.90
which will vest based on the attainment of the option's performance conditions, and (ii) fully-vested restricted stock to be granted
upon attainment of the same performance conditions, as follows: (a) 10,000 fully-vested restricted shares granted and the stock option
vested as to 10,000 shares of common stock if our sales exceeded $21,000,000 combined for any two consecutive quarters or if our market
capitalization exceeded $65,000,000 for twenty-five (25) out of thirty (30) consecutive trading days anytime within the Audibert Consulting
Agreement's term; (b) 10,000 additional fully-vested restricted shares granted and the stock option vested as to 10,000 additional
shares of common stock if our sales exceeded $25,000,000 combined for any two consecutive quarters or if our market capitalization exceeded
$75,000,000 for twenty-five (25) out of thirty (30) consecutive trading days anytime within the Audibert Consulting Agreement's
term; (c) 15,000 additional fully-vested restricted shares granted and the stock option vested as to 20,000 additional shares if our sales
exceeded $37,500,000 combined for any two consecutive quarters or if our market capitalization exceeded $90,000,000 for twenty-five (25)
out of thirty (30) consecutive trading days anytime within the Audibert Consulting Agreement's term; and (d) 25,000 additional fully-vested
restricted shares granted and the stock option vested as to 25,000 additional shares if our sales exceeded $45,000,000 combined for any
two consecutive quarters or if our market capitalization exceeded $180,000,000 for twenty-five (25) out of thirty (30) consecutive trading
days anytime within the Audibert Consulting Agreement's term. "Sales" were determined by our audited or reviewed financial
statements and according to U.S. GAAP. Our "market capitalization" was defined as the closing stock price of our common stock
as reported by Nasdaq multiplied by the total shares of common stock outstanding as of 4:00 PM E.T. on the date that such closing stock
price was determined as reported by our transfer agent. All such grants were subject to standard forms of stock option or restricted stock
award agreements and the terms and conditions of the Plan. Pursuant to the Audibert Consulting Agreement, on December 2, 2021, the
Company granted a stock option to JCA to purchase up to 65,000 shares of common stock subject to the vesting conditions described above.
 On March 11, 2022, the Compensation Committee determined that the performance conditions for the
vesting of the option as to a total of 20,000 shares of common stock and to the issuance of 20,000 shares of common stock had been met,
resulting in vesting of the option as to 20,000 shares and the issuance of 20,000 shares of common stock to JCA.

 All equity bonuses under the Audibert Consulting
Agreement were awarded under the Plan under a standard form of agreement under the Plan. The Plan provides that to the extent that equity
bonuses of grants of common stock are designated Performance Compensation Awards (as defined by the Plan) by the board or the Compensation
Committee and to the extent that each fiscal year constitutes a Performance Period (as defined by the Plan), pursuant to the Plan, such
awards must be granted as soon as administratively practicable following completion of the certification of the attainment of the performance
conditions for such awards but in no event later than 2 1/2 months following the end of the fiscal year during which the respective
Performance Period is completed. Otherwise, such grants will be considered Performance Shares (as defined by the Plan) and will be granted
when certified by the board or the Compensation Committee.

 Upon the occurrence of a change in control during
the Audibert Consulting Agreement's term, whether or not JCA's engagement is terminated, or upon JCA's termination without
cause, all restricted stock, stock option, stock appreciation right or similar awards granted to or pending grant to and held by JCA will
immediately vest and no longer be subject to forfeiture, unless expressly provided otherwise in the governing documents for such awards.
For each fiscal year completed during the Audibert Consulting Agreement's term, JCA was also eligible to receive additional bonuses
as determined by the board. Both we and JCA were permitted to terminate the Audibert Consulting Agreement by giving at least 30 days'
written notice. If we or JCA terminated the Audibert Consulting Agreement without cause as provided under the Audibert Consulting Agreement,
and JCA and Mr. Audibert delivered their signatures to the general release and waiver form annexed to the Audibert Consulting Agreement,
we were required to make a $25,000 severance payment. JCA and Mr. Audibert were also subject to certain independent contractor, non-solicitation,
confidentiality and non-interference provisions under the Audibert Consulting Agreement and JCA's stock option agreement and restricted
stock award agreement pursuant to the standard forms of such agreements under the Plan.

 On June 29, 2023, the rights to all equity awards
that had been granted to JCA under the Audibert Consulting Agreement were distributed or transferred to Mr. Audibert.

 Amended and Restated Consulting Agreement
with John Audibert and Josselin Capital Advisors, Inc.

 On April
14, 2023, the Compensation Committee approved an Amended and Restated Consulting Agreement (the "A&R Audibert Consulting Agreement")
with John Audibert, the Company's Vice President of Growth and Strategic Initiatives, and JCA, Mr. Audibert's wholly-owned
company, and was entered into as of the same date. The A&R Audibert Consulting Agreement amended and restated the Audibert Consulting
Agreement. However, a stock option granted to JCA on December 2, 2021 under the Audibert Consulting Agreement and pursuant to the Plan,
subsequently assigned to Mr. Audibert, remains outstanding. See "— Previous Consulting Agreement with John Audibert and
Josselin Capital Advisors, Inc. " for the terms of this stock option.

A&R Audibert Consulting Agreement, JCA will continue to provide services to the Company in connection with Mr. Audibert's position
as an executive officer of the Company for a 24-month term, unless terminated earlier in accordance with its terms as described below.
JCA will receive an annual fee of $200,000 and a monthly automobile bonus of $750.

 For each
fiscal year during the term of the A&R Audibert Consulting Agreement, JCA will receive up to six equity bonuses depending on the board
of directors' or the Compensation Committee's certification of the Company's attainment of the performance conditions
provided for such bonuses to be granted in the agreement. The performance conditions will be based on an annual sales target and an annual
net profit target. Each target will be set by the board, the Compensation Committee, or an executive officer or other party delegated
with such authority other than Mr. Audibert, for the applicable fiscal year. Each target will generally be measured against the audited
U.S. GAAP-compliant financial statements of the Company for that year, except that net profit or the equivalent item will be adjusted
to exclude expenses related to annual bonus payments to the Company's executive officers or members of its management team. The
annual targets for fiscal year 2023 for purposes of the A&R Audibert Consulting Agreement were determined by the Compensation Committee
to be $72,000,000 for the annual sales target and $1,080,000 for the net profit target. The annual targets for fiscal year 2024 for purposes
of the A&R Audibert Consulting Agreement were determined not to have been met in any respect.

 Each fiscal
year during the term of the A&R Audibert Consulting Agreement, JCA will be granted restricted common stock with performance conditions
for vesting in the number of shares of restricted stock equal to $80,000 divided by the closing price of the common stock on The Nasdaq
Capital Market tier of Nasdaq on the grant date. Each restricted stock grant will vest as to the amounts described below upon certification
by the board or the Compensation Committee of attainment of the respective performance targets. For the first term year, the A&R Audibert
Consulting Agreement provided that the restricted stock's grant date would be the date of the agreement and the number of shares
would be based on the closing price of the common stock on The Nasdaq Capital Market on the later of that date or the date of the approval
of the grant by the board or the Compensation Committee. For the subsequent year, the restricted stock will be granted at the beginning
of the fiscal year upon approval of the board or the Compensation Committee and will be equal to $80,000 divided by the closing price
of the common stock on The Nasdaq Capital Market on the anniversary of the date of the agreement, or as otherwise determined by the board
or Compensation Committee. On April 14, 2023, JCA was granted 46,511 shares of restricted common stock and such amount was accepted by
JCA as the restricted stock grant provided for by the A&R Audibert Consulting Agreement for the initial year of the term of the agreement.

 In addition,
on the date of the A&R Audibert Consulting Agreement and at the beginning of each subsequent fiscal year during the term of the agreement,
JCA will be granted a stock option to purchase the maximum number of shares subject to approval of the board or the Compensation Committee
and the equity bonus performance conditions to vesting described below. Accordingly, on April 14, 2023, the Company granted JCA a stock
option for the purchase of 180,000 shares of common stock at an exercise price of $1.72 per share, which provided that it would vest and
become exercisable upon certification of attainment of the applicable targets set by the board or the Compensation Committee in accordance
with the equity bonus terms described below. Due to the non-attainment of the applicable targets, this option became non-vesting and non-exercisable.
On January 1, 2024, the Company granted Mr. Audibert a second stock option for the purchase of 180,000 shares of common stock at an exercise
price of $1.48 per share, which vests and becomes exercisable upon certification of attainment of the applicable targets set by the board
or the Compensation Committee in accordance with the equity bonus terms described below.

 On June
29, 2023, the rights to all equity awards that had been granted to JCA and rights to equity awards that may be granted to JCA under the
A&R Consulting Agreement were distributed or transferred to Mr. Audibert. The Company, Mr. Audibert and JCA agreed to make any future
awards under the A&R Consulting Agreement to Mr. Audibert directly.

 Each fiscal
year during the term of the A&R Audibert Consulting Agreement, JCA will also be granted fully-vested common stock upon, and in an
amount based on, the board's or the Compensation Committee's certification of attainment of the applicable targets in accordance
with the equity bonus terms described below.

 Two of the
equity bonuses will consist of the vesting of a percentage of the restricted stock granted each year under the A&R Audibert Consulting
Agreement based on the percentage of the annual sales target that is certified as attained, the percentage of the net profit target that
is certified as attained, or both. The restricted stock will vest based on the certification of attainment of the annual sales target
as follows: (a) vesting of 5% of the restricted stock if 95% of the annual sales target is certified as attained; (b) 20% of the restricted
stock if 100% of the annual sales target is certified as attained; (c) 30% of the restricted stock if 110% of the annual sales target
is certified as attained; or (d) 40% of the restricted stock if 120% of the annual sales target is certified as attained. The restricted
stock will also vest based on the certified attainment of the annual net profit target as follows: (a) vesting of 7.5% of the restricted
stock if 95% of the annual net profit target is certified as attained; (b) 30% of the restricted stock if 100% of the annual net profit
target is certified as attained; (c) 45% of the restricted stock if 110% of the annual net profit target is certified as attained; or
(d) 60% of the restricted stock if 120% of the annual net profit target is certified as attained.

 Two of the
other equity bonuses will consist of the grant of fully-vested shares of common stock and the vesting of a portion of the stock option
granted each year under the A&R Audibert Consulting Agreement, and two of the other equity bonuses will consist of the vesting of
a portion of such stock option only, in each case based on whether each bonus's designated target or target percentage is certified
as attained, as follows: (1) grant of 8,000 shares and vesting of the stock option as to 40,000 shares if the annual sales target is certified
as attained; (2) grant of 12,000 shares and vesting of the stock option as to 40,000 shares if the annual net profit target is certified
as attained; (3) vesting of the stock option as to 50,000 shares if 125% of the annual net profit target is certified as attained; and
(4) vesting of the stock option as to 50,000 shares if 150% of the annual net profit target is certified as attained.

 All equity
bonuses under the A&R Audibert Consulting Agreement have been or will be awarded under standard forms of award agreements under the
Plan. The Plan provides that to the extent that equity bonuses of grants of common stock are designated Performance Compensation Awards
(as defined by the Plan) by the board or the Compensation Committee and to the extent that each fiscal year constitutes a Performance
Period (as defined by the Plan), pursuant to the Plan, such awards must be granted as soon as administratively practicable following completion
of the certification of the attainment of the performance conditions for such awards but in no event later than 2 1/2 months following
the end of the fiscal year during which the respective Performance Period is completed. Otherwise, such grants will be considered Performance
Shares (as defined by the Plan) and will be granted when certified by the board or the Compensation Committee.

A&R Audibert Consulting Agreement, JCA will also be eligible for additional bonus amounts as determined by the board or the Compensation
Committee within its sole discretion. JCA will provide services under the A&R Audibert Consulting Agreement as an independent contractor.
JCA and Mr. Audibert will not receive employee or executive benefits. JCA and Mr. Audibert will be solely responsible for any business-related
expenses.

 On February
15, 2024, in connection with the Company's fiscal year 2023 executive bonus determinations, the Compensation Committee certified
the attainment of the performance conditions under the A&R Audibert Consulting Agreement for the vesting of 2,339 shares of 46,511
shares of restricted stock initially granted to JCA on April 14, 2023. In accordance with the above, the initial grant of 46,511 shares
of restricted stock to JCA on April 14, 2023 was cancelled and 2,339 shares were issued to Mr. Audibert. In addition, the Compensation
Committee awarded discretionary bonuses of a cash bonus of $10,000 to JCA, the grant of an additional 2,661 shares of common stock to
Mr. Audibert, and the grant of an option to purchase 7,500 shares of common stock to Mr. Audibert at an exercise price of $1.55 per share.

 Upon the
occurrence of a Change in Control (as defined by the A&R Audibert Consulting Agreement) during the A&R Audibert Consulting Agreement's
term, whether or not JCA's engagement is terminated, or upon JCA's termination without cause, all restricted stock, stock
option, stock appreciation right or similar awards granted to or pending grant to and held by JCA will immediately vest and will no longer
be subject to forfeiture, unless expressly provided otherwise in the governing documents for such awards. Either the Company or JCA may
terminate the A&R Audibert Consulting Agreement for material breach and failure to cure such breach within 15 days of receipt of notice
by the non-breaching party. Both the Company and JCA may terminate the A&R Audibert Consulting Agreement without cause by giving at
least 30 days' written notice. Termination under any provision of the A&R Audibert Consulting Agreement will generally result
in the Company's obligation to provide accrued and unpaid or pending cash, equity or other compensation. If the Company or JCA terminates
the agreement without cause as provided under the A&R Audibert Consulting Agreement, and JCA and Mr. Audibert then deliver their signatures
to the general release and waiver form annexed to the A&R Audibert Consulting Agreement within 60 days, then the Company must pay
JCA a $50,000 fee.

 JCA and
Mr. Audibert are also subject to general confidentiality and non-interference provisions under the A&R Audibert Consulting Agreement
and general non-competition and non-solicitation provisions in JCA's stock option agreement and restricted stock award agreement
pursuant to the standard forms of such agreements under the Plan.

 Employment Agreement with Ian Wall

 The Company
and Ian Wall, its Chief Information Officer, are parties to an employment letter agreement, dated as of December 11, 2023 (the "Wall
Employment Agreement"). Under the Wall Employment Agreement, Mr. Wall will receive an initial annual base salary of $265,000 and
potential salary and annual bonus increases in future years based on the successful achievement of personal and business-related goals.
Mr. Wall will receive a monthly automobile and cellular phone allowance of up to $750. Mr. Wall also received a signing bonus of a stock
option to purchase 15,000 shares of common stock which vested immediately as to one-third and will vest as to each remaining third each
subsequent year subject to its terms and conditions. On January 29, 2024, Mr. Wall was awarded the option to purchase the shares at an
exercise price of $1.46 per share.

 Mr. Wall
will receive an annual cash bonus based on three performance targets relating to the Company's results of operations. The bonus
targets are weighted 10% to sales, 50% to gross profit, and 40% to net profit. The bonus will equal each bonus target's weight percentage
multiplied by (i) 5% of base salary if 95% of the target is met, (ii) 20% of base salary if 100% of the target is met, (iii) 30% if 110%
of the target is met; or (iv) 40% if 120% of the target is met. The performance targets for 2024 were $87,500,000 sales, $26,250,000 gross
profit, and $1,312,500 net profit. The performance targets for fiscal year 2024 for purposes of the Wall Employment Agreement were determined
not to have been met in any respect. Mr. Wall may receive this cash bonus without the related target performance at the discretion of
the Chief Executive Officer upon approval of the Compensation Committee.

 In addition,
Mr. Wall will receive an annual stock option bonus to purchase 100,000 shares each year with an exercise price equal to the stock price
at the time of issuance. The annual stock option bonus will vest based on the same annual performance targets set for the annual cash
bonus for that year, as follows: (i) If the sales target is met, the option will vest as to 15,000 shares; (ii) if the gross profit target
is met, the option will vest as to 15,000 shares; (iii) if the net profit target is met, the option will vest as to 15,000 shares; (iv)
if 125% of the net profit target is met, the option will vest as to 25,000 shares; and (v) if 150% of the net profit target is met, the
option will vest as to 30,000 shares.

 All equity
bonuses under the Wall Employment Agreement will be awarded under the Plan. The Plan provides that to the extent that equity bonuses of
grants of common stock are designated Performance Compensation Awards (as defined by the Plan) by the board or the Compensation Committee
and to the extent that each fiscal year constitutes a Performance Period (as defined by the Plan), pursuant to the Plan, such awards must
be granted as soon as administratively practicable following completion of the certification of the attainment of the performance conditions
for such awards but in no event later than 2 1/2 months following the end of the fiscal year during which the respective Performance
Period is completed. Otherwise, such grants will be considered Performance Shares (as defined by the Plan) and will be granted when certified
by the board or the Compensation Committee.

 Mr. Wall
is entitled to severance benefits equal to four months' salary if terminated without Cause (as defined in the Wall Employment Agreement)
during the first year of employment and two months' salary if terminated during the second year of employment. Mr. Wall will be
offered certain health care, dental, life insurance, disability, and retirement benefits. Mr. Wall will receive unlimited vacation days
encompassing vacation, personal and sick days, subject to two weeks' notice and approval whenever possible.

 After the
first year of employment, all cash and equity bonus compensation goals and bonus figures will be reviewed. Benchmarks and bonus percentages
will be adjusted each year based on changing business factors.

 The Wall
Employment Agreement and Mr. Wall's equity award agreements have general non-solicitation provisions but do not have non-competition
provisions. Mr. Wall is also subject to a standard non-disclosure requirement under the Wall Employment Agreement.

 Mr. Wall
has executed the Company's standard Indemnification Agreement with officers and directors. Mr. Wall is covered by the Company's
directors and officers insurance policy as an executive officer.

 Outstanding Equity Awards at Fiscal Year-End

 As of December 31, 2024, the following named executive
officers had the following unexercised options, stock that has not vested, and equity incentive plan awards:

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options Exercisable
 (#)

 Number of Securities
 Underlying
 Unexercised
 Options
 Unexercisable
 (#)

 Equity
 Incentive
 Plan Awards: Number of
 Securities
 Underlying
 Unexercised
 Unearned
 Options
 (#)

 Option
 Exercise Price
 ($)

 Option Expiration Date

 Number of Shares or Units of Stock That Have Not Vested
 (#)

 Market Value of Shares of Units of Stock That Have Not Vested
 ($)

 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
 (#)

 Equity Incentive Plan Awards: Market or Payout Unearned Shares, Units or Other Rights That Have Not Vested
 ($)

 249,604
 (1)

 74,206
 (1)

 —

 $
 4.15

 11/11/2031

 —

 $
 —

 —

 $
 —

 308,333
 (2)

 91,667
 (2)

 —

 $
 4.15

 11/11/2031

 —

 $
 —

 —

 $
 —

 Ian Wall

 5,000
 (3)

 10,000
 (3)

 —

 $
 1.46

 1/1/2034

 (4)

 $
 —

 —

 $
 —

 (1)
 On November 12, 2021, Andrew Shape was granted an option
to purchase 323,810 shares of common stock. The option is subject to vesting over a four-year period with 25% of the option vesting on
the first anniversary of the date of grant and the balance (75%) vesting monthly over the following three years after the first anniversary
of the date of grant at a rate of 1/36 per month.

 (2)
 On November 12, 2021, Andrew Stranberg was granted an option
to purchase 400,000 shares of common stock. The option is subject to vesting over a four-year period with 25% of the option vesting on
the first anniversary of the date of grant and the balance (75%) vesting monthly over the following three years after the first anniversary
of the date of grant at a rate of 1/36 per month.

 (3)
 On January 2, 2024, Ian Wall was granted an option to purchase
15,000 shares of common stock. The option vested as to 5,000 shares of common stock upon grant and was subject to vesting as to 5,000
shares of common stock on each of January 2, 2025 and January 2, 2026.

 (4)
 On January 2, 2024, Ian Wall became entitled to awards of
options to purchase up to 100,000 shares of common stock subject to performance-based conditions, which had not been met as of December
31, 2024.

 Director Compensation

 The following table sets forth information concerning
all cash and non-cash compensation awarded to, earned by or paid to the directors who are not named executive officers for services rendered
in all capacities during the fiscal year ended December 31, 2024:

 Name

 Fees Earned or Paid in Cash

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation Earnings

 Nonqualified Deferred Compensation Earnings

 All Other Compensation

 Total

 $
 26,000

 -
 (1)

 -
 (1)

 -

 -

 -

 $
 26,000

 Alan Chippindale

 $
 26,000

 -
 (1)

 -
 (1)

 -

 -

 $
 26,000

 Alejandro Tani

 $
 20,000

 -
 (1)

 -
 (1)

 -

 -

 -

 $
 20,000

 Ashley Marshall

 $
 20,000

 -
 (1)

 -
 (1)

 -

 -

 -

 $
 20,000

 (1)
 Each of Travis McCourt, Alan Chippindale, Alejandro Tani
and Ashley Marshall had outstanding option awards consisting of a fully-vested option to purchase up to 5,000 shares of common stock
and outstanding stock awards consisting of 2,892 shares of common stock as of December 31, 2024.

 Under their independent director agreements, each
director that has been determined to be independent will receive an annual cash fee and an initial award of restricted common stock and
a stock option. We will pay the annual cash compensation fee to each non-employee director in four equal installments no later than the
fifth business day of each calendar quarter commencing in the quarter ending March 31, 2022. We granted the restricted stock and options
to the non-employee directors on November 12, 2021. The cash fee paid to each non-employee director will be $20,000 as to Ms. Marshall
and Mr. Tani, and $26,000 as to Mr. McCourt and Mr. Chippindale. Under their agreements, 2,892 shares of restricted common stock were
awarded to each independent director. The restricted stock vested in four (4) equal quarterly installments commencing in the quarter ending
March 31, 2022. The option that was awarded to each non-employee director may be exercised to purchase 5,000 shares of common stock at
the exercise price of $4.15 per share. The option vested and became exercisable in twelve (12) equal monthly installments over the first
year following the date of grant, subject to the respective non-employee director continuing in service on our board through each such
vesting date. The term of each stock option is ten years from the date of grant. We will also reimburse each non-employee director for
pre-approved reasonable business-related expenses incurred in good faith in connection with the performance of the non-employee director's
duties for us.

 Indemnification Agreements and Directors and
Officers Liability Insurance

We have entered into a standard indemnification agreement with each of our officers and directors. The full text of the form of indemnification
agreement is filed with this Annual Report on Form 10-K as Exhibit 10.11.

 We have also obtained standard policies of insurance
under which coverage is provided (a) to our directors and officers against loss rising from claims made by reason of breach of duty or
other wrongful act, and (b) to us with respect to payments which we may make to such officers and directors pursuant to the indemnification
agreements referred to above, our Articles of Incorporation and amended and restated bylaws, or otherwise as a matter of law.

 Amended and Restated 2021 Equity Incentive
Plan

 On September 14, 2021, we established the Stran
& Company, Inc. Amended and Restated 2021 Equity Incentive Plan. The purpose of the Plan is to grant restricted stock, stock options
and other forms of incentive compensation to our officers, employees, directors and consultants. The maximum number of shares of common
stock that may be issued pursuant to awards granted under the Plan is 3,000,000 shares. Cancelled and forfeited stock options and stock
awards may again become available for grant under the Plan. As of December 31, 2024, 1,077,205 shares remained available for issuance
under the Plan, including shares not otherwise reserved for outstanding stock options issued under the Plan.

 Summary of Principal Features of the Plan

 Awards that may be granted under the Plan include:
(a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share
Awards, and (f) Performance Compensation Awards, each as defined by the Plan. These awards offer our officers, employees, consultants
and directors the possibility of future value, depending on the long-term price appreciation of our common stock and the award holder's
continuing service with the Company.

 Stock options give the option holder the right
to acquire from us a designated number of shares of common stock at a purchase price that is fixed upon the grant of the option. The exercise
price generally will not be less than the market price of the common stock on the date of grant. Stock options granted may be either Incentive
Stock Options or Non-qualified Stock Options.

 Stock Appreciation Rights, or SARs, may be granted
alone or in tandem with options, and have an economic value similar to that of options. When a SAR for a particular number of shares is
exercised, the holder receives a payment equal to the difference between the fair market value of the shares on the date of exercise and
the exercise price of the shares under the SAR. The exercise price for SARs is normally the market price of the shares on the date the
SAR is granted. Under the Plan, holders of SARs may receive this payment — the appreciation value — either in cash or shares
of common stock valued at the fair market value on the date of exercise. The form of payment will be determined by the administrator.

 Restricted Awards are awards of shares of common
stock or rights to shares of common stock to participants at no cost. Restricted Stock (as defined by the Plan) represents issued and
outstanding shares of common stock which may be subject to vesting criteria under the terms of the award within the discretion of the
administrator. Restricted Stock Units (as defined by the Plan) represent the right to receive shares of common stock which may be subject
to satisfaction of vesting criteria under the terms of the award within the discretion of the administrator. Restricted Stock and the
rights under Restricted Stock Units are forfeitable and non-transferable until they vest. The vesting date or dates and other conditions
for vesting are established when the shares are awarded.

 The Plan also provides for Performance Compensation
Awards, representing the right to receive a payment, which may be in the form of cash, shares of common stock, or a combination, based
on the attainment of pre-established goals.

 Principal Features of the Plan

 Purposes of the Plan: The
purposes of the Plan are (a) to enable the Company and any affiliate company to attract and retain the types of employees, consultants
and directors who will contribute to the Company's long-term success; (b) provide incentives that align the interests of employees,
consultants and directors with those of the stockholders of the Company; and (c) promote the success of the Company's business.

 Administration of the Plan:
The Plan is administered by the Compensation Committee. In this summary, we refer to the Compensation Committee as the
administrator. Among other things, the administrator has the authority to select persons who will receive awards, determine the
types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria,
restrictions and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations
relating to the Plan.

 Eligible Recipients: Persons
eligible to receive awards under the Plan are employees (including officers or directors who are also treated as employees); consultants,
i.e., individuals engaged to provide consulting or advisory services to the Company; and directors.

 Shares Available Under the
Plan: The maximum number of shares of our common stock that may be delivered to participants under the Plan is 3,000,000,
subject to adjustment for certain corporate changes affecting the shares, such as stock splits. Shares subject to an award under the
Plan which is canceled, forfeited or expires again become available for grants under the Plan. However, shares tendered in payment
of an option, delivered or withheld by the Company to satisfy any tax withholding obligation, or covered by a stock-settled SAR or
other awards that were not issued upon the settlement of the award will not again become available for grant under the Plan.

 Stock Options

 General. Subject to the provisions
of the Plan, the administrator has the authority to determine all grants of stock options. That determination will include: (i) the
number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the
manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and
(vi) any other terms and conditions as the administrator may determine.

 Option Price. The exercise price for stock
options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date
of grant. As a matter of tax law, the exercise price for any Incentive Stock Option awarded may not be less than the fair market value
of the shares on the date of grant. However, Incentive Stock Option grants to any person owning more than 10% of our voting stock must
have an exercise price of not less than 110% of the fair market value on the grant date.

 Exercise of Options. An option may be exercised
only in accordance with the terms and conditions of the option agreement as established by the administrator at the time of the grant.
The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made in cash or, at the option
of the administrator, by actual or constructive delivery of shares of common stock based upon the fair market value of the shares on the
date of exercise.

 Expiration or Termination. Options, if
not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of Incentive
Stock Options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting stock, such term
cannot exceed five years. Options will terminate before their expiration date if the holder's service with the Company or an affiliate
company terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of employment,
including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised
to be established by the administrator and reflected in the grant evidencing the award.

 Incentive Stock Options and Non-Qualified Stock Options. As
described elsewhere in this summary, an Incentive Stock Option is an option that is intended to qualify under certain provisions of the
U.S. Internal Revenue Code of 1986, as amended (the "Code"), for more favorable tax treatment than applies to Non-qualified Stock
Options. Only employees may be granted Incentive Stock Options. Any option that does not qualify as an Incentive Stock Option will be
a Non-qualified Stock Option. Under the Code, certain restrictions apply to Incentive Stock Options. For example, the exercise price
for Incentive Stock Options may not be less than the fair market value of the shares on the grant date and the term of the option may
not exceed ten years. In addition, an Incentive Stock Option may not be transferred, other than by will or the laws of descent and distribution,
and is exercisable during the holder's lifetime only by the holder. In addition, no Incentive Stock Option may be granted to a holder
that is first exercisable in a single year if that option, together with all Incentive Stock Options previously granted to the holder
that also first become exercisable in that year, relate to shares having an aggregate market value in excess of $100,000, measured at
the grant date.

 Stock Appreciation Rights. Awards
of SARs may be granted alone or in tandem with stock options. SARs provide the holder with the right, upon exercise, to receive a payment,
in cash or shares of stock, having a value equal to the excess of the fair market value on the exercise date of the shares covered by
the award over the exercise price of those shares. Essentially, a holder of a SAR benefits when the market price of the common stock increases,
to the same extent that the holder of an option does, but, unlike an option holder, the SAR holder need not pay an exercise price upon
exercise of the award.

 Restricted Stock. Restricted Stock
is a grant of shares of common stock. These awards may be subject to such vesting conditions, restrictions and contingencies as the administrator
shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of specified performance
goals. Restricted Stock is forfeitable and generally non-transferable until it vests. The vesting date or dates and other conditions
for vesting are established when the shares are awarded. The administrator may remove any vesting or other restrictions from Restricted
Stock whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date
of grant, such action is appropriate. Holders of Restricted Stock otherwise generally have the rights of stockholders of the Company,
including voting and dividend rights, to the same extent as other stockholders of the Company.

 Restricted Stock Units. A Restricted
Stock Unit is a right to receive stock on a future date, at which time the Restricted Stock Unit will be settled and the stock to which
it granted rights will be issued to the Restricted Stock Unit holder. These awards may be subject to such vesting conditions, restrictions
and contingencies as the administrator shall determine at the date of grant. Restricted Stock Units are forfeitable and generally non-transferable until
they vest. The administrator may remove any vesting or other restrictions from a Restricted Stock Unit whenever it may determine that,
by reason of changes in applicable laws or other changes in circumstances arising after the date of grant, such action is appropriate.
A Restricted Stock Unit holder has no rights as a stockholder. The administrator may exercise discretion to credit a Restricted Stock
Unit with cash and stock dividends, with or without interest, and distribute such credited amounts upon settlement of a Restricted Stock
Unit, and if the Restricted Stock Unit is forfeited, such dividend equivalents will also be forfeited.

 Performance Share Awards and Performance
Compensation Awards. The administrator may grant Performance Share Awards and Performance Compensation
Awards. A Performance Share Award means the grant of a right to receive a number of actual shares of common stock or share units based
upon the performance of the Company during a performance period, as determined by the administrator. The administrator may determine the
number of shares subject to the Performance Share Award, the performance period, the conditions to be satisfied to earn an award, and
the other terms, conditions and restrictions of the award. No payout of a Performance Share Award will be made except upon written certification
by the administrator that the minimum threshold performance goal(s) have been achieved.

 The administrator may also designate any of the
other awards described above as a Performance Compensation Award (other than stock options and SARs granted with an exercise price equal
to or greater than the fair market value per share of common stock on the grant date). In addition, the administrator shall have the authority
to make an award of a cash bonus to any participant and designate such award as a Performance Compensation Award. The participant must
be employed by the Company on the last day of the performance period to be eligible for payment in respect of a Performance Compensation
Award unless otherwise provided in the applicable award agreement. A Performance Compensation Award will be paid only to the extent that
the administrator certifies in writing whether and the extent to which the applicable performance goals for the performance period have
been achieved and the applicable performance formula determines that the Performance Compensation Award has been earned. A performance
formula means, for a performance period, the one or more objective formulas applied against the relevant performance goal to determine,
with regard to the Performance Compensation Award of a particular participant, whether all, some portion but less than all, or none of
the Performance Compensation Award has been earned for the performance period. The administrator will not have the discretion to grant
or provide payment in respect of a Performance Compensation Award for a performance period if the performance goals for such performance
period have not been attained.

 The administrator will establish performance goals
for each Performance Compensation Award based upon the performance criteria that it has selected. The performance criteria shall be based
on the attainment of specific levels of performance of the Company and may include the following: (a) net earnings or net income (before
or after taxes); (b) basic or diluted earnings per share (before or after taxes); (c) net revenue or net revenue growth; (d) gross revenue;
(e) gross profit or gross profit growth; (f) net operating profit (before or after taxes); (g) return on assets, capital, invested capital,
equity, or sales; (h) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
(i) earnings before or after taxes, interest, depreciation and/or amortization; (j) gross or operating margins; (k) improvements in capital
structure; (l) budget and expense management; (m) productivity ratios; (n) economic value added or other value added measurements; (o)
share price (including, but not limited to, growth measures and total stockholder return); (p) expense targets; (q) margins; (r) operating
efficiency; (s) working capital targets; (t) enterprise value; (u) safety record; (v) completion of acquisitions or business expansion;
(w) achieving research and development goals and milestones; (x) achieving product commercialization goals; and (y) other criteria as
may be set by the administrator from time to time.

 The administrator will also determine the performance
period for the achievement of the performance goals under a Performance Compensation Award. At any time during the first 90 days of a
performance period (or such longer or shorter time period as the administrator shall determine) or at any time thereafter, in its sole
and absolute discretion, to adjust or modify the calculation of a performance goal for such performance period in order to prevent the
dilution or enlargement of the rights of participants based on the following events: (a) asset write-downs; (b) litigation or claim judgments
or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results;
(d) any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion
No. 30 (or any successor or pronouncement thereto) and/or in management's discussion and analysis of financial condition and results
of operations appearing in the Company's annual report to stockholders for the applicable year; (f) acquisitions or divestitures;
(g) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (h) foreign exchange gains and losses;
and (i) a change in the Company's fiscal year.

 Any one or more of the performance criteria may
be used on an absolute or relative basis to measure the performance of our company, as the administrator may deem appropriate, or as compared
to the performance of a group of comparable companies, or published or special index that the administrator deems appropriate.

 In determining the actual size of an individual
Performance Compensation Award, the administrator may reduce or eliminate the amount of the award through the use of negative discretion
if, in its sole judgment, such reduction or elimination is appropriate. The administrator shall not have the discretion to (i) grant
or provide payment in respect of Performance Compensation Awards if the performance goals have not been attained or (ii) increase
a Performance Compensation Award above the maximum amount payable under the Plan.

 Other Material
Provisions. Awards will be evidenced by a written agreement, in such form as may be approved by the administrator. In
the event of various changes to the capitalization of our company, such as stock splits, stock dividends and similar
re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding
awards or to the exercise price of such awards. The administrator generally has the power to accelerate the exercise or vesting
period of an award. The administrator is also permitted to include in the written agreement provisions that provide for certain
changes in the award in the event of a change of control of our company, including acceleration of vesting or payment of the value
of the award in cash or stock. Except as otherwise determined by the administrator at the date of grant, awards will generally not
be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, to the extent provided
by the terms of an award agreement and subject to the discretion of the administrator, a participant may satisfy any employee
withholding tax requirements relating to the exercise or acquisition of common stock under an award by tendering a cash payment
authorizing the Company to withhold shares of common stock otherwise issuable to the participant as a result of the exercise or
acquisition of common stock under the award (in addition to the Company's right to withhold from any compensation paid to the
participant by the Company). The board of directors has the authority, at any time, to discontinue the granting of awards. The board
also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided
that no amendment to the Plan will be made, without the approval of our stockholders, to the extent that such approval is required
by law or the rules of an applicable securities exchange, or such alteration or amendment would change the number of shares
available under the Plan or change the persons eligible for awards under the Plan. No amendment to an outstanding award made under
the Plan that would adversely affect the award may be made without the consent of the holder of such award.

 Clawback Policy

 On November 2, 2023, our board of directors adopted
the Company's Clawback Policy in accordance with applicable Nasdaq rules (the "Clawback Policy"). The Clawback Policy provides
that we will recover reasonably promptly the amount of erroneously awarded incentive-based compensation to any current or former executive
officers in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company
with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error
in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material
misstatement if the error were corrected in the current period or left uncorrected in the current period. A copy of the Clawback Policy
is filed as Exhibit 97.1 to this Annual Report on Form 10-K.

 Pursuant to Rule 10D-1(b) of the Exchange Act,
Nasdaq Listing Rule 5608, and the Clawback Policy, the Company conducted a recovery analysis of incentive-based compensation received
by its executive officers and that was subject to recovery, to ascertain whether any adjustments were required as a result of the error
corrections to the Company's financial results during the year that are described in Note B to the financial statements included
in our Annual Report on Form 10-K/A for the year ended December 31, 2023, filed by the Company with the SEC on January 22, 2025. The recovery
analysis concluded that no adjustments to executive compensation were required because the error corrections did not impact any of the
measures by which the Company compensated its executives with respect to the compensation received by its executive officers and subject
to recovery.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth certain information
with respect to the beneficial ownership of our common stock as of April 8, 2025 by (i) each of our named executive officers, other executive
officers, and directors; (ii) all of our executive officers and directors as a group; and (iii) each person who is known by us to beneficially
own more than 5% of any class of our voting securities.

 Title of Class

 Name and Address of Beneficial Owner (1)

 Amount and Nature of Beneficial Ownership (2)

 Percent of Class (%) (3)

 3,707,079
 (4)

 19.6

 78,000
 (5)

 0.4

 5,524,523.143
 (6)

 29.1

 John Audibert

 188,750
 (7)

 1.0

 Ian Wall

 10,000
 (8)

 *

 Alan Chippindale

 15,892
 (9)

 *

 7,892
 (10)

 *

 Alejandro Tani

 7,892
 (10)

 *

 Ashley Marshall

 8,652
 (11)

 *

 All directors and executive officers (9 persons)

 9,548,680.143

 49.1

 *
 A percentage of shares beneficially owned by a director of
the Company that does not exceed one percent of the outstanding shares of common stock as of April 8, 2025.

 (1)
 Unless otherwise specified, the address of each of the persons named in this table is c/o Stran &
Company, Inc., 2 Heritage Drive, Suite 600, Quincy, MA 02171.

 (2)
 Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting
or investment power with respect to securities. Under those rules, beneficial ownership includes any shares as to which a person has sole
or shared voting power or investment power, and also any shares which the person has the right to acquire within 60 days of April 8, 2025,
through the exercise or conversion of any stock option, convertible security, warrant or other right. Except as set forth below, each
of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of
our common stock.

 (3)
 Based on 18,608,408 shares of common stock issued and outstanding as of April 8, 2025. For each beneficial
owner above, any options exercisable within 60 days of April 8, 2025 have been included in the denominator upon which the percentage is
based.

 (4)
 Consisted of 3,417,000 shares of common stock and 290,079 shares of common stock issuable upon exercise
of an option within 60 days of April 8, 2025. 3,400,000 of the shares of common stock are pledged as a security interest pursuant to a
purchase money promissory note issued to Andrew Stranberg as collateral for Andrew Shape's repayment obligations under this instrument.
Mr. Shape may sell these shares subject to the security interest at prevailing market prices so long as such portion of the sale proceeds
as is required under the promissory note to repay the note is so used to repay the note.

 (5)
 Consisted of (i) 12,500 shares of common stock and, (ii) 65,500 shares of common stock issuable upon exercise
of options.

 (6)
 Consisted of (i) 5,166,190.143 shares of common stock and (ii) 358,333 shares of common stock issuable
upon exercise of an option within 60 days of April 8, 2025.

 (7)
 Consisted of (i) 108,250 shares of common stock and (ii) 80,500 shares of common stock issuable upon exercise
of an option within 60 days of April 8, 2025.

 (8)
 Consisted of 10,000 shares of common stock issuable upon exercise of an option within 60 days of April
8, 2025.

 (9)
 Consisted of (i) 10,892 shares of common stock and (ii) 5,000 shares of common stock issuable upon exercise
of an option.

 (10)
 Consisted of (i) 2,892 shares of common stock and (ii) 5,000 shares of common stock issuable upon exercise
of an option.

 (11)
 Consisted of (i) 3,652 shares of common stock and (ii) 5,000 shares of common stock issuable upon exercise
of an option.

 Changes in Control

 We do not have any arrangements known to us the
operation of which may at a subsequent date result in a change in control of the Company.

 Securities Authorized for Issuance Under Equity Compensation Plans

 The following table sets forth certain information
about the securities authorized for issuance under our incentive plans as of December 31, 2024.

 Plan Category

 Number
of

 securities to be

issued upon

 exercise of

 outstanding

 options,

 warrants and

rights

 (a)

 Weighted-

average

 exercise price

 of outstanding options,

 warrants and

 rights

 (b)

 Number of securities

 remaining available

 for future issuance

 under equity

 compensation plans

 (excluding securities

 reflected in column

 (a))

(c)

 Equity compensation plans approved by security holders (1)

 1,958,853
 (2)(3)

 $
 4.79
 (3)

 1,041,147
 (4)

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 1,958,853
 (2)(3)

 $
 4.79
 (3)

 1,041,147
 (4)

 (1)
 On September 14, 2021, the board of directors and the stockholders of the Company approved the Stran &
Company, Inc. Amended and Restated 2021 Equity Incentive Plan. The purpose of the Plan is to grant restricted stock, stock options and
other forms of incentive compensation to our officers, employees, directors and consultants. The maximum number of shares of common stock
that may be issued pursuant to awards granted under the Plan is 3,000,000 shares. Cancelled and forfeited stock options and stock awards
may again become available for grant under the Plan. For a further description of the Plan, see Item 11. " Executive Compensation
– Amended and Restated 2021 Equity Incentive Plan ".

 (2)
 Includes both vested and unvested options to purchase common stock under the Plan. Does not include any
restricted stock that has been granted subject to forfeiture as of December 31, 2024.

 (3)
 The amount in column (a) includes the following maximum number of shares of common stock that must be
issued under Performance Share Awards or stock options if specified targets are met and pursuant to the other terms and conditions of
the Plan as of December 31, 2024: (i) up to 25,000 shares under Performance Share Awards and 100,000 shares under stock options to David
Browner, Chief Financial Officer; and (ii) up to 82,992 shares under Performance Share Awards (including the annual maximum of 20,000
shares of common stock under certain performance conditions and the 2024 annual maximum of 62,992 shares of common stock under certain
performance conditions based on the quotient of $80,000 divided by $1.27, the closing price of the Company's common stock on April
14, 2024, pursuant to the A&R Audibert Consulting Agreement) and up to 180,000 shares under stock options to John Audibert, Vice President
of Growth and Strategic Initiatives; and (iii) up to 100,000 shares under stock options to Ian Wall, Chief Information Officer. The number
of shares subject to these awards may overstate expected dilution because the awards reflect the maximum number of shares to be awarded
under targets that may not be achieved. The weighted-average exercise price in column (b) does not take these awards into account.

 (4)
 Represents shares available for award grant purposes under the Plan. Does not include any restricted stock
that has been granted subject to forfeiture as of December 31, 2024.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Transactions with Related Persons

 The following includes a summary of transactions
since the beginning of our 2023 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the
amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed
fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described
under Item 11. " Executive Compensation " above). We believe the terms obtained or consideration that we paid or received,
as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid
or received, as applicable, in arm's-length transactions.

 Transactions with Non-Employee Director
Affiliates

 Transaction with Innovative Genetics (Alejandro
Tani)

 Alejandro Tani, a member of our board of directors,
the chairman of the Company's Nominating and Corporate Governance Committee, and a member of the Compensation Committee and the
Company's Audit Committee, is the Chief Executive Officer, Chief Information Officer, and majority owner of Innovative Genetics.
Under a Branded Packaging Agreement between Innovative Genetics and the Company, dated as of March 6, 2023 (the "Innovative Genetics
Packaging Agreement"), Innovative Genetics granted the Company a limited, non-exclusive, revocable license to use Innovative Genetics'
logos, trade names and trademarks on apparel and promotional products as branded products for sale to Innovative Genetics and Innovative
Genetics-authorized persons. The branded products must meet Innovative Genetics' quality standards. Innovative Genetics will pay
the Company within 90 days after the date of an invoice under the agreement, subject to the Company's credit policies and procedures
and discretionary right to modify payment or credit. Each statement of work under the Innovative Genetics Packaging Agreement must have
a personal guaranty stating that Innovative Genetics' principal will pay any invoices related to that statement of work regardless
of financial stability of Innovative Genetics. All products and services provided to Innovative Genetics and any services that Innovative
Genetics may provide to the Company in exchange for such products and services under the Innovative Genetics Packaging Agreement will
be based on a commercial relationship and any such services will include only non-advisory services. The Innovative Genetics Packaging
Agreement does not contemplate any accounting, consulting, legal, investment banking or financial advisory services. The Innovative Genetics
Packaging Agreement will terminate upon 90 days' written notice to the other party.

 Under Statement of Work No. 1 under the Innovative
Genetics Packaging Agreement, effective as of March 6, 2023 (the "Innovative Genetics SOW"), the Company will provide Innovative
Genetics with branded packaging products from various factories located in China, finance the cost to manufacture that packaging, and
import/transport those goods into one location in the United States where Innovative Genetics will then co-pack, sell, and distribute
the final product itself. The Company will only deliver the packaging to Innovative Genetics and will not touch or be involved in the
co-packing, distribution, or any other matter related to the final product, which will include cannabis. The Company will invoice Innovative
Genetics upon delivery of each shipment. In connection with the foregoing, the Company will purchase products from various factories,
pay them directly, and subsequently charge Innovative Genetics the prices following an outline set forth in the Innovative Genetics SOW.
The Innovative Genetics SOW will not require the Company to, and the Company will not, make any payments to Innovative Genetics in connection
with this SOW, including any extensions of credit involving any payments to Innovative Genetics. The total amount to be charged to Innovative
Genetics under the Innovative Genetics SOW will be $1,159,331, related shipping costs with a 15% markup, and duties, taxes, or tariffs
will be charged at cost. The Company will not be a participant in any transaction involving the packaging, sale or distribution of the
final product.

 In connection with the Innovative Genetics SOW,
Mr. Tani executed a Guaranty, dated as of March 6, 2023, in favor of and for the benefit of the Company (the "Tani Guaranty").
Under the Tani Guaranty, Mr. Tani guaranteed the payment of all obligations of Innovative Genetics under the Innovative Genetics Packaging
Agreement and Innovative Genetics SOW. The Tani Guaranty contains other standard provisions for a personal guaranty, including standard
waivers of defenses to payment obligations, reinstatement in the event that any payment must be returned to Innovative Genetics, non-exercise
of subrogation rights against Innovative Genetics or any other guarantor until all payments required under the Innovative Genetics SOW
have been made, subordination of any debts against Innovative Genetics to the obligations of Innovative Genetics to the Company under
the SOW, and payment of any reasonable expenses of the Company, including attorneys' fees and legal expenses, which the Company
may incur in enforcing its rights under the Innovative Genetics SOW or the Tani Guaranty.

 As of December 31, 2024, the balance owed by Innovative
Genetics under the Innovative Genetics SOW was $1,001,000, in addition to related shipping costs with a 30% markup, and duties, taxes,
or tariffs at cost. 8% annual interest began to accrue on the balance for past due payment status as of December 31, 2024.

 As of December 31, 2024, the approximate dollar
value of Mr. Tani's interest in the transaction described above was $1,001,000. In addition, accrued annual interest of 8% for past
due payment status, related shipping costs with a 30% markup, and duties, taxes, or tariffs at cost will be the responsibility of Mr.
Tani as guarantor of Innovative Genetics' payment obligations and a potential debtor to the Company pursuant to the Tani Guaranty.
The payments by Innovative Genetics in the current or any of the past three fiscal years do not exceed 5% of our consolidated gross revenues
for that year, or $200,000, whichever is more.

 Transactions with Engage and Excel (Alan Chippindale)

 Alan Chippindale, a member of our board of directors,
the chairman of the Compensation Committee, and a member of the Company's Nominating and Corporate Governance Committee, is the
President of Engage & Excel. In 2024, we paid Engage & Excel $7,500 for recruiting fees and $18,848 for consulting fees relating
to the T R Miller assets acquisition. In 2023, we paid Engage & Excel $17,500 for recruiting fees and $20,000 for consulting fees
relating to the T R Miller assets acquisition. We also agreed to pay Engage & Excel 1.5% of the contribution margin of the T R Miller
assets for two years, paid annually. The fees paid or that we have agreed to pay to Engage & Excel for consulting services to date
have totaled less than $200,000. The board of directors has determined that Mr. Chippindale remains eligible under Nasdaq rules to serve
as an "independent director" of the Company and as a member and chairman of the Compensation Committee and a member of the
Nominating and Corporate Governance Committee.

 Open-Market Purchases of Common Stock by
Related Persons

 On June 23, 2023, Alan Chippindale, a director
of the Company, purchased 8,000 shares of common stock on the open market at $1.4667 per share.

 On August 28, 2023, Andrew Stranberg, Executive
Chairman, Treasurer, Secretary, and director, purchased 10,560 shares of common stock on the open market at $1.0995 per share.

 On June 30, 2023,
Mr. Stranberg purchased 9,934.436 shares of common stock on the open market at $1.5099 per share.

 On June 29, 2023,
Mr. Stranberg purchased 2,695.707 shares of common stock on the open market at $1.4838 per share.

 On June 27, 2023, Mr. Audibert purchased 3,250
shares of common stock on the open market at $1.4723 per share.

 On September 7, 2023, Ashley Marshall, a director
of the Company, purchased 760 shares of common stock on the open market at $1.26 per share.

 Director Independence

 Independent Directors

 Nasdaq's rules generally require that a
majority of an issuer's board of directors consist of independent directors. Our board of directors consists of six directors, four
of whom have been determined by our board of directors to be "independent directors" within the meaning of Nasdaq Listing
Rule 5605(a)(2). For a discussion of certain considerations relating to transactions with affiliates of certain of these directors, see
"— Transactions with Related Persons – Transactions with Non-Employee Director Affiliates ", which is incorporated
by reference herein. For discussion of compensation and indemnification arrangements with our independent directors for services performed
as members of our board of directors, see Item 11. " Executive Compensation – Director Compensation ", which is
incorporated by reference herein.

 Committees of the Board of Directors

 Our board of directors has established the Audit
Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Disclosure Controls and Procedures Committee,
each with its own charter approved by the board. Each committee's charter is also available on our website at

 In addition, our board of directors may, from
time to time, designate one or more additional committees, which shall have the duties and powers granted to it by the board.

 Audit Committee

 Travis McCourt, Alejandro Tani, and Ashley Marshall,
each of whom has been determined by our board of directors to satisfy the "independence" requirements of Rule 10A-3 under
the Exchange Act and Nasdaq's rules, serve on our Audit Committee, with Mr. McCourt serving as the chairman. Our board has
determined that each of Mr. McCourt and Mr. Tani qualifies as an "audit committee financial expert" as defined by Item 407(d)(5)
of Regulation S-K. The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements
of our company.

 Compensation Committee

 Alan Chippindale, Travis McCourt and Alejandro
Tani, each of whom has been determined by our board of directors to satisfy the "independence" requirements of Rule 10C-1
under the Exchange Act and Nasdaq's rules, serve on our Compensation Committee, with Mr. Chippindale serving as the chairman. The
members of the Compensation Committee are also "non-employee directors" within the meaning of Section 16 of the Exchange Act.
The Compensation Committee assists the board in reviewing and approving the compensation structure, including all forms of compensation,
relating to our directors and executive officers.

 Nominating and Corporate Governance Committee

 Alejandro Tani, Ashley Marshall, and Alan Chippindale,
each of whom has been determined by our board of directors to satisfy the "independence" requirements of Nasdaq's rules,
serve on our Nominating and Corporate Governance Committee, with Mr. Tani serving as the chairman. The Nominating and Corporate Governance
Committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition
of the board and its committees.

 Disclosure Controls and Procedures Committee

 The members of the Disclosure Controls and Procedures
Committee are the officers and directors of the Company. The Chief Financial Officer of the Company acts as the chair of the committee.
The Disclosure Controls and Procedures Committee assists the Company's officers and directors in fulfilling the Company's
and their responsibilities regarding (i) the identification and disclosure of material information about the Company and (ii) the accuracy,
completeness and timeliness of the Company's financial reports under the Exchange Act and the rules of Nasdaq.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Independent Auditors' Fees

 The aggregate fees billed to the Company by Marcum
LLP as the Company's principal accountant for the indicated services for each of the last two fiscal years were as follows:

 Year Ended December 31,

 2024

 2023

 Audit fees

 $
 518,000

 $
 225,000

 Audit-related fees

 —

 38,500

 Tax fees

 —

 —

 All other fees

 —

 —

 Total

 $
 518,000

 $
 263,500

 As used in the table above, the following terms have the meanings set
forth below.

 Audit Fees

 Audit fees consist of aggregate fees billed for
each of the last two fiscal years for professional services performed by the Company's principal accountant for the audit of the
financial statements included in our Annual Report on Form 10-K and review of the financial statements included in our Quarterly Reports
on Form 10-Q, reviews of registration statements and issuances of consents, and services that are normally provided in connection with
statutory and regulatory filings or engagements for those fiscal years.

 Audit-Related Fees

 Audit-related fees consist of aggregate fees billed
in each of the last two fiscal years for assurance and related services performed by the Company's principal accountant that are
reasonably related to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned
" Audit-Fees " above. During the fiscal year ended December 31, 2023, audit-related services consisted of an audit of
the financial statements of T R Miller, related to the Company's acquisition of the assets of T R Miller, which closed in June 2023.

 Tax Fees

 Tax fees consist of aggregate fees billed in each
of the last two fiscal years for professional services performed by the Company's principal accountant with respect to tax compliance,
tax advice, tax consulting and tax planning. We did not engage our principal accountant to provide tax compliance, tax advice or tax planning
services during the last two fiscal years.

 All Other Fees

 All other fees consist of aggregate fees billed
in each of the last two fiscal years for products and services provided by the Company's principal accountant, other than for the
services reported under the headings " Audit Fees," " Audit-Related Fees " and " Tax Fees "
above. We did not engage our principal accountant to render services to us during the last two fiscal years, other than as reported above.

 Pre-Approval Policies and Procedures

 The Audit Committee has reviewed and approved
all fees earned in 2024 and 2023 by the Company's principal accountant with respect to these years, and actively monitored the relationship
between audit and non-audit services provided. The Audit Committee has concluded that the fees earned by the principal accountant with
respect to these years were consistent with the maintenance of the principal accountant's independence in the conduct of its auditing
functions.

 None of the services described in " —Audit-Related
Fees " above for 2024 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 The Audit Committee annually considers the provision
of audit services. The Audit Committee must pre-approve all services provided and fees earned by the Company's principal accountant.
The Audit Committee has established pre-approval policies and procedures that are detailed as to the particular service, that require
that the Audit committee be informed of each service, and that do not include delegation of the Audit Committee's responsibilities
under the Exchange Act to management. The pre-approval policies and procedures provide only for defined audit services and, if any, specified
audit-related fees, tax services, and other services, and may impose specific dollar value limits for the fees for pre-approved services.
The Audit Committee also considers on a case-by-case basis specific engagements that are not otherwise pre-approved under the pre-approval
policies and procedures or that materially exceed pre-approved fee amounts. On an interim basis, any proposed engagement that does not
fit within the definition of a pre-approved service may be presented to a designated member of the Audit Committee for approval and to
the full Audit Committee at its next regular meeting.

 The percentage of hours expended on the Company's
prior principal accountant's engagement to audit the Company's financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the prior principal accountant's full-time, permanent employees was not greater
than 50%.

 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

 (a) List of Documents Filed as a Part of This Report:

 (1) Index to Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 00688)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 (2) Index to Financial Statement Schedules:

 All schedules have been omitted because the required information
is included in the financial statements or the notes thereto, or because it is not required.

 (3) Index to Exhibits:

 See exhibits listed under " —(b)
Exhibits " below.

 (b) Exhibits:

 Exhibit No.

 Description

 2.1

 Asset Purchase Agreement, dated as of July 13, 2022, by and among Stran & Company, Inc., Trend Promotional Marketing Corporation (d/b/a Trend Brand Solutions) and Michael Krauser (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on July 19, 2022)

 2.2

 Amendment No. 1 to Asset Purchase Agreement, dated as of August 31, 2022, by and among Stran & Company, Inc., Trend Promotional Marketing Corporation (d/b/a Trend Brand Solutions) and Michael Krauser (incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K filed on September 7, 2022)

 2.3

 Asset Purchase Agreement, dated as of January 25, 2023, by and among Stran & Company, Inc., T R Miller Co., Inc. and Thomas R. Miller (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on January 31, 2023)

 2.4

 Secured Party Sale Agreement, dated as of August 23, 2024, between Stran Loyalty Solutions, LLC and Sallyport Commercial Finance, LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on August 26, 2024)

 2.5

 Release Agreement, dated as of August 23, 2024, between Bangarang Enterprises, LLC and Stran Loyalty Solutions, LLC (incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K filed on August 26, 2024)

 3.1

 Articles of Incorporation of Stran & Company, Inc. (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on October 7, 2021)

 3.2

 Amended and Restated Bylaws of Stran & Company, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Registration Statement on Form S-1 filed on October 22, 2021)

 4.1

 Description of Securities of Stran & Company, Inc.

 10.1

 Lease Agreement between Campanelli-Trigate Heritage Quincy, LLC and Stran & Company, Inc., dated as of December 26, 2014 (incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.2

 First Amendment to Lease Agreement among GCP H2 LLC, GCP H2 A LLC, GCP H2 B LLC, GCP H2 C LLC and Stran & Company, Inc., dated as of May 31, 2019 (incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.3

 Employment Agreement between Stran & Company, Inc. and Andrew Shape, dated as of July 13, 2021 (incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.4

 Employment Agreement between Stran & Company, Inc. and Andrew Stranberg, dated as of July 13, 2021 (incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.5

 Employment Agreement between Stran & Company, Inc. and Randolph Birney, dated as of July 13, 2021 (incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.6

 Purchase Money Promissory Note between Andrew Shape and Andrew Stranberg, effective as of May 24, 2021 (incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.7

 Purchase Money Promissory Note between Randolph Birney and Andrew Stranberg, effective as of May 24, 2021 (incorporated by reference to Exhibit 10.19 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.8

 Stock Purchase Agreement between Andrew Shape and Andrew Stranberg, dated as of May 24, 2021 (incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.9

 Stock Purchase Agreement between Randolph Birney and Andrew Stranberg, dated as of May 24, 2021 (incorporated by reference to Exhibit 10.21 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.10

 Form of Independent Director Agreement between Stran & Company, Inc. and each non-employee director (incorporated by reference to Exhibit 10.24 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.11

 Form of Indemnification Agreement between Stran & Company, Inc. and each officer or director (incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K filed on March 28, 2024)

 10.12

 Stran & Company, Inc. Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.13

 Form of Stock Option Agreement for Stran & Company, Inc. Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.14

 Form of Restricted Stock Award Agreement for Stran & Company, Inc. Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Registration Statement on Form S-1 filed on October 7, 2021)

 10.15

 Warrant Agency Agreement, dated November 8, 2021, between Stran & Company, Inc. and Vstock Transfer, LLC and Form of Warrant (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on November 12, 2021)

 10.16

 Representative's Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and Benchmark Investments, LLC (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on December 7, 2021)

 10.17

 Representative's Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and David W. Boral (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed on December 7, 2021)

 10.18

 Representative's Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and Joseph T. Rallo (incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed on December 7, 2021)

 10.19

 Representative's Warrant Agreement, dated November 12, 2021, between Stran & Company, Inc. and U.S. Tiger Securities, Inc. (incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed on December 7, 2021)

 10.20

 Form of Securities Purchase Agreement, dated as of December 8, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 13, 2021)

 10.21

 Placement Agency Agreement dated December 8, 2021 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on December 13, 2021)

 10.22

 Form of Registration Rights Agreement, dated as of December 8, 2021 (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on December 13, 2021)

 10.23

 Form of Private Placement Common Stock Purchase Warrant, dated December 10, 2021 (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on December 13, 2021)

 10.24

 Form of Representative's Purchase Warrant (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on December 13, 2021)

 10.25

 Land and Building Lease Agreement, dated May 31, 2023, between Miller Family Walpole LLC and Stran & Company, Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 1, 2023)

 10.26

 Employment Agreement, dated as of April 14, 2023, by and between Stran & Company, Inc. and David Browner (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 20, 2023)

 10.27

 Amended and Restated Consulting Agreement, dated as of April 14, 2023, by and between Stran & Company, Inc., John Audibert and Josselin Capital Advisors, Inc. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on April 20, 2023)

 10.28

 Employment Agreement between Stran & Company, Inc. and Ian Wall, dated December 11, 2023 (incorporated by reference to Exhibit 10.41 to Annual Report on Form 10-K filed on March 28, 2024)

 10.29

 Commercial Loan Modification Agreement, dated as of February 12, 2024, between Salem Five Cents Savings Bank and Stran & Company, Inc. (incorporated by reference to Exhibit 10.42 to Annual Report on Form 10-K filed on March 28, 2024)

 14.1

 Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to Registration Statement on Form S-1 filed on October 7, 2021)

 19.1

 Stran & Company, Inc. Second Amended and Restated Insider Trading Policy (incorporated by reference to Exhibit 99.1 to Annual Report on Form 10-K filed on March 28, 2024)

 21.1*

 List of Subsidiaries of Stran & Company, Inc.

 23.1*

 Consent of Marcum LLP

 31.1*

 Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Stran & Company, Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to Annual Report on Form 10-K filed on March 28, 2024)

 101.PRE*

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 104*

 Executive compensation plan or arrangement

 *
 Filed herewith

 **
 Furnished herewith

 ITEM 16. FORM 10-K SUMMARY.

 None.

 STRAN & COMPANY,
INC.

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 00688)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 F- 9

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Shareholders and Board of Directors of

 Stran & Company, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Stran & Company, Inc. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements
of operations, comprehensive (loss) income, stockholders' equity, and cash flows for each of the two years in the period ended December
31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its
operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles
generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit s.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

 /s/ Marcum llp

 Marcum llp

 We have served as the Company's auditor since 2024.

 Marlton, NJ

 F- 2

 CONSOLIDATED BALANCE SHEETS

 ASSETS

 CURRENT ASSETS:

 Cash and cash equivalents

 $
 9,358

 $
 8,059

 Investments

 8,856

 10,393

 Accounts receivable, net

 18,092

 16,223

 Accounts receivable - related parties, net

 Inventory

 5,389

 4,782

 Prepaid corporate taxes

 Prepaid expenses

 2,308

 Deposits

 1,717

 Other current assets

 —

 Total current assets

 45,482

 43,042

 Property and equipment, net

 1,701

 1,521

 OTHER ASSETS:

 Intangible assets - customer lists, net

 4,170

 3,114

 Intangible assets - trade name

 —

 Goodwill

 2,321

 —

 Other assets

 Right of use asset - office leases

 1,336

 Total other assets

 7,965

 4,473

 Total assets

 $
 55,148

 $
 49,036

 LIABILITIES AND STOCKHOLDER'S EQUITY

 CURRENT LIABILITIES:

 $
 8,919

 $
 4,745

 Accrued payroll and related

 1,513

 2,568

 Unearned revenue

 4,423

 1,116

 Rewards program liability

 6,000

 Sales tax payable

 Current portion of contingent earn-out liabilities

 Current portion of installment payment liabilities

 Current portion of lease liability

 Total current liabilities

 22,195

 11,186

 LONG-TERM LIABILITIES:

 Long-term contingent earn-out liabilities

 Long-term installment payment liabilities

 Long-term lease liability

 Total long-term liabilities

 1,312

 2,200

 Total liabilities

 23,507

 13,386

 Commitments and contingencies (Note M)

 STOCKHOLDER'S EQUITY:

 Preferred stock, $ 0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 —

 —

 Common stock, $ 0.0001 par value; 300,000,000 shares authorized, 18,598,574 and 18,539,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 Additional paid-in capital

 38,391

 38,263

 Accumulated deficit

 ( 6,742
)

 ( 2,602
)

 Accumulated other comprehensive loss

 ( 10
)

 ( 13
)

 Total stockholders' equity

 31,641

 35,650

 Total liabilities and stockholders' equity

 $
 55,148

 $
 49,036

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 2024

 2023

 SALES

 Sales

 $
 82,194

 $
 75,147

 Sales – related parties

 Total sales

 COST OF SALES:

 Cost of sales

 56,487

 50,492

 Cost of sales - related parties

 Total cost of sales

 56,841

 51,148

 GROSS PROFIT

 OPERATING EXPENSES:

 General and administrative expenses

 25,310

 Goodwill impairment

 —

 Total operating expenses

 26,120

 LOSS FROM OPERATIONS

 ( 4,894
)

 ( 1,268
)

 OTHER INCOME:

 Other income

 Interest income

 Change in fair value of contingent earn-out liability

 Realized gain on investments

 Total other income

 LOSS BEFORE INCOME TAXES

 ( 4,135
)

 ( 344
)

 Provision for income taxes

 NET LOSS

 $
)

 $
 ( 385
)

 NET LOSS PER COMMON SHARE

 Basic and diluted

 $
 ( 0.22
)

 $
 ( 0.02
)

 WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

 Basic and diluted

 18,587,607

 18,519,892

 F- 4

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)
INCOME

 2024

 2023

 $
)

 $
 ( 385
)

 Other comprehensive income:

 Change in unrealized gain on investments (net of tax)

 Total other comprehensive income

 Comprehensive loss

 $
 ( 4,137
)

 $
 ( 218
)

 F- 5

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY

 (in thousands, except share amounts)

 Preferred Stock

 Additional Paid-In

 Accumulated Other Comprehensive

 Accumulated

 Stockholders'

 Shares

 Value

 Shares

 Value

 Capital

 Loss

 Deficit

 Equity

 Balance, January 1, 2023

 —

 $
 —

 18,475,336

 $

 $
 38,113

 $
 ( 179
)

 $
 ( 2,217
)

 35,719

 Stock-based compensation

 —

 —

 101,173

 —

 —

 —

 Stock repurchased and retired

 —

 —

 ( 37,509
)

 —

 ( 50
)

 —

 —

 ( 50
)

 Other comprehensive income

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 385
)

 ( 385
)

 Balance, December 31, 2023

 —

 $
 —

 18,539,000

 $

 $
 38,263

 $
 ( 13
)

 $
 ( 2,602
)

 $
 35,650

 Stock-based compensation

 —

 —

 59,574

 —

 —

 —

 Other comprehensive income

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2024

 —

 $
 —

 18,598,574

 $

 $
 38,391

 $
 ( 10
)

 $
 ( 6,742
)

 $
 31,641

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
)

 $
 ( 385
)

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 Depreciation and amortization

 Adjustment to reconcile operating lease expense to cash paid

 Change in allowance for credit losses

 ( 174
)

 Change in allowance for credit losses – related parties

 —

 Change in fair value of contingent earn-out liability

 ( 208
)

 ( 65
)

 Gain on extinguishment of debt

 —

 ( 162
)

 Goodwill impairment

 —

 Noncash interest accretion

 Stock-based compensation

 Unrealized gain (loss) on investments

 Changes in operating assets and liabilities:

 Accounts receivable, net

 ( 263
)

 ( 677
)

 Accounts receivable – related parties, net

 ( 148
)

 ( 853
)

 Inventory

 2,027

 Prepaid corporate taxes

 Prepaid expenses

 ( 425
)

 ( 561
)

 Deposits

 1,367

 ( 807
)

 Other Assets

 ( 455
)

 —

 Accrued payroll and related

 ( 1,291
)

 1,958

 Unearned revenue

 1,159

 Rewards program liability

 5,125

 ( 5,125
)

 Sales tax payable

 ( 17
)

 ( 21
)

 Net cash provided by (used in) operating activities

 2,760

 ( 2,550
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Business acquisitions, net of cash acquired

 ( 1,469
)

 ( 2,123
)

 Additions to property and equipment

 ( 601
)

 ( 999
)

 Proceeds from sale of investments

 8,659

 4,231

 Purchase of investments

 ( 7,122
)

 ( 4,845
)

 Net cash used in investing activities

 ( 533
)

 ( 3,736
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Payment of contingent earn-out liabilities

 ( 68
)

 ( 641
)

 Payment installment payment liabilities

 ( 760
)

 ( 218
)

 Payment of notes payable

 ( 100
)

 —

 Payment for stock repurchase

 —

 ( 50
)

 Net cash used in financing activities

 ( 928
)

 ( 909
)

 NET INCREASE (DECREASE) IN CASH

 1,299

 ( 7,195
)

 CASH AND CASH EQUIVALENTS - BEGINNING

 8,059

 15,254

 CASH AND CASH EQUIVALENTS - ENDING

 $
 9,358

 $
 8,059

 F- 7

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (CONTINUED)

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 2024

 2023

 Cash paid during the period for:

 Interest

 $

 $
 —

 Income taxes

 $

 $
 —

 Noncash investing and financing activities:

 Assets acquired in Gander Group business acquisition

 $
 8,093

 $
 —

 Liabilities assumed in Gander Group business acquisition

 $
 6,624

 $
 —

 Assets acquired in T R Miller business acquisition

 $
 —

 $
 5,236

 Liabilities assumed in T R Miller business acquisition

 $
 —

 $
 3,113

 Lease liabilities arising from obtaining right-of-use assets

 $
 —

 $
 1,034

 F- 8

 A.
 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 1.
 Organization - Stran & Company, Inc. (the "Company") was incorporated under the laws of
the Commonwealth of Massachusetts and commenced operations on November 17, 1995. The Company re-incorporated under the laws of the State
of Nevada on May 24, 2021.

 On August 23, 2024, Stran Loyalty Solutions,
LLC, a Nevada limited liability company (the "Purchaser" or "Stran Loyalty Solutions"), a wholly-owned subsidiary
of the Company, entered into a Secured Party Sale Agreement, dated as of August 23, 2024 (the "Sale Agreement"), between Stran
Loyalty Solutions and Sallyport Commercial Finance, LLC, a Delaware limited liability company ("Secured Party"), pursuant
to which Stran Loyalty Solutions agreed to purchase, on an as-is basis, all of the rights and interests of Gander Group, in and to substantially
all of the assets of Gander Group (the "Gander Group Assets") from Secured Party as a private sale pursuant to Article 9 of
the Uniform Commercial Code (the "Gander Group Transaction").

 The Gander Group Transaction was treated
as a business combination in accordance with ASC 805, Business Combinations. Stran Loyalty Solutions is a wholly owned subsidiary of the
Company and Gander Group Louisiana, LLC is a wholly owned subsidiary of Stran Loyalty Solutions.

 2.
 Operations - The Company is an outsourced marketing solutions provider that sells branded products to
customers. The Company purchases products and branding through various third-party manufacturers and decorators and resells the finished
goods to customers.

 In addition to selling branded products,
the Company offers clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise
and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management,
and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings;
creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale displays; and loyalty
and incentive programs.

 3.
 Method of Accounting - The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the United States of America. ("U.S. GAAP").

 4.
 Principles of Consolidation - The Company's consolidated financial statements include the accounts of its wholly owned subsidiaries.
All intercompany balances and transactions have been eliminated in consolidation.

 5.
 Emerging Growth Company - The Company is an "emerging growth company," as defined in Section
2(a) of the Securities Act, of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups
Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Securities Exchange Act of 1934 (the "Exchange Act")) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company's consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.

 F- 9

 6.
 Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly
liquid investments with an initial maturity of three months or less to be cash equivalents.

 7.
 Fair Value Measurements and Fair Value of Financial Instruments - The Company follows the guidance in
ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period.

 The fair value of the Company's
financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the
use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 Level 1:

 Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2:

 Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 Level 3:

 Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 The carrying value of certain financial
instruments, including cash and cash equivalents, accounts receivable, and accounts payable are carried at historical cost basis, which
approximates their fair values because of the short-term nature of these instruments.

 8.
 Investments - The Company's investments consist of U.S. treasury bills, corporate bonds, mutual
funds, and money market funds. Investments are classified as available-for-sale, recorded at fair value and considered current on the
balance sheet.

 9.
 Concentration of Credit Risk - Financial instruments that
potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and deposits in excess of federally
insured limits. These risks are managed by performing ongoing credit evaluations of customers' financial condition and by maintaining
all deposits in high quality financial institutions.

 During the years ended December 31,
2024 and 2023, the Company maintained deposits in four banks that exceeded the federal insured deposit limit of the Federal Deposit Insurance
Corporation (FDIC).

 For
the year ended December 31, 2024, the Company had no major customer to which sales accounted for more than 10% of the Company's
revenues. The Company had accounts receivable from two customers amounting to 20.5 % of the total accounts receivable balance.

 For
the year ended December 31, 2023, the Company had one major customer to which sales accounted for approximately 14.4 % of the Company's
revenues and 0.8 % of the total accounts receivable balance.

 F- 10

 10.
 Inventory - Inventory consists of finished goods (branded
products) and goods in process (un-branded products awaiting decoration). All inventory is stated at the lower of cost (first-in, first-out
method) or net realizable value.

 11.
 Property and Equipment, Net - Property and equipment are recorded at cost. Maintenance and repairs are
charged to expense as incurred whereas major betterments are capitalized. Depreciation is provided using straight-line and accelerated
methods over five years.

 12.
 Goodwill and Intangible Assets - Goodwill represents the excess purchase price of the acquired businesses
over the fair value of identifiable net assets acquired. Goodwill is not amortized; rather, it is subject to a periodic assessment for
impairment. The Company reviews goodwill for possible impairment annually on October 1 every year or whenever events or circumstances
indicate that the carrying amount may not be recoverable.

 To determine whether goodwill is impaired,
annually or more frequently if needed, the Company performs a multi-step impairment test. Impairment testing is conducted at the reporting
unit level. The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying
value of a reporting unit exceeds its estimated fair value. Under ASC 350, Intangibles - Goodwill and Other, the qualitative assessment
requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash
flows or planned revenue or earnings of the reporting unit as potential indicators when determining the need for a quantitative assessment
of impairment. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing
quantitative testing, the Company first estimates the fair values of its reporting unit using a combination of an income and market approach.
To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors. Significant
assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations
including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal
value, and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. These assumptions
require significant judgement. The single step is to determine the estimated fair value of the reporting unit and compare it to the carrying
value of the reporting unit, including goodwill. If we conclude based on our qualitative assessment that it is more likely than not that
the fair value of a reporting unit is less than its carrying value, we then measure the fair value of the reporting unit and compare its
fair value to its carrying value (Step 1 of the goodwill impairment test). The majority of the inputs used in the discounted cash flow model
are unobservable and thus are considered to be Level 3 inputs. The inputs for the market capitalization calculation are considered Level
1 inputs.

 13.
 Revenue Recognition - The Company accounts for revenue under ASC 606, Revenue for Contracts with Customers
("ASC 606"). Revenue is generated through various types of transactions, including promotional product sales, administering
a customer's rewards program, administering redemption code programs, and additional contract add-ons to enhance customer experience.
The Company follows the five step model of revenue recognition:

 i.
 identify the contract(s) with a customer

 ii.
 identify the performance obligations in the contract

 iii.
 determine the transaction price

 iv.
 allocate the transaction price to the performance obligations within the contract and

 v.
 recognize revenue when (or as) the entity satisfies a performance obligation.

 The Company's contract assessment
and approval varies based on whether the customer requests a one-time sale or a long-term contract. Customers with long-term contracts
require signed Master Sales Agreements, while one-time sales contracts may be approved via email, electronic signature, or verbally. Once
the contract is identified and approved, the Company assesses the goods or services promised within the contract to determine whether
each promised good or service is a performance obligation. The Company identifies each piece of promotional product as an individual performance
obligation based on the following fact pattern. Customers can benefit from each item of promotional product produced on its own. Each
piece of promotional product does not significantly modify or customize other promotional products and are not highly interdependent or
interrelated with each other. The Company can, and frequently does, break portions of contracts into separate shipments to meet Customer
demands. As such, each piece of promotional product is considered a separate and distinct performance obligation.

 F- 11

 The transaction price for the majority
of the Company's sales can be clearly identified in a significant majority of the contracts due to an observable selling price. The transaction
price is then allocated to the performance obligation(s), i.e. promotional product. The agreements include clearly identified prices.

 The Company recognizes revenue when
or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Stran evaluates transfer
of control primarily from the customer's perspective. Considering the transaction from the customer's perspective reduces
the risk that revenue is recognized for activities that do not transfer control of a good or service to the customer. Management determines,
at contract inception, whether control of a good or service transfers to a customer over time or at a point in time. The assessment of
whether control transfers over time or at a point in time is critical to the timing of revenue recognition.

 14.
 Accounts Receivable and Allowance for Credit Losses - Accounts
receivable as of December 31, 2024 and 2023, includes allowance for credit losses of $ 791 (inclusive of $ 327 for related party receivables)
and $ 317, respectively.

 Trade accounts receivable

 $
 18,556

 $
 16,540

 Less: allowance for credit losses on accounts receivable

 ( 464
)

 ( 317
)

 Total accounts receivable, net

 $
 18,092

 $
 16,223

 Accounts receivable - related party

 Less: allowance for credit losses on accounts receivable - related party

 ( 327
)

 —

 Total accounts receivable - related party, net

 Total accounts receivable from all sources

 $
 18,665

 $
 17,076

 The Company evaluates our accounts receivable
through a continuous process of assessing our portfolio on an individual customer and overall basis. This process consists of a thorough
review of historical collection experience, current aging status of the customer accounts and the financial condition of our customers.
The Company also considers the economic environment of our customers, both from a marketplace and geographic perspective, in evaluating
the need for an allowance. Based on our review of these factors, we establish or adjust allowances for specific customers. Credit losses
can vary substantially over time and the process involves judgment and estimation that require a number of assumptions about matters that
are uncertain. Accordingly, our results of operations can be affected by adjustments to the allowance due to actual write-offs that differ
from estimated amounts. See Note S, "Credit Losses," to our financial statements included in this report for more information.

 15.
 Freight - The Company includes freight charges as a component of cost of goods sold.

 16.
 Leases - The Company's lease arrangements relate primarily to office space. The Company's
leases may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments
relating to its right to use an underlying leased asset.

 F- 12

 The Company determines if an arrangement
is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use ("ROU")
assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on
the Company's consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset, and lease
liabilities represent the Company's obligation for lease payments in exchange for the ability to use the asset for the duration
of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities.

 ROU assets and lease liabilities are
recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company
uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company's leases do
not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment,
and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company
will exercise that option. The Company recognizes lease expense on a straight-line basis over the lease term.

 The Company has lease agreements which
contain both lease and non-lease components, which it has not elected to account for as a single lease component. As such, minimum lease
payments exclude fixed payments for non-lease components within a lease agreement, in addition to excluding variable lease payments not
dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation
from period to period.

 17.
 Segments - In its operation of the business, management, including our chief operating decision maker
(CODM), who is also our CEO, reviews certain financial information, including segmented internal profit and loss statements prepared on
a basis not consistent with GAAP.

 For each of its segments, the CODM uses
segment revenue, gross margin and segment operating income in the annual budgeting and forecasting process. The CODM considers budget-to-actual
variances on a monthly basis for profit measures when making decisions about allocating capital and personnel to the segments. The CODM
also uses segment gross margin for evaluating product pricing and segment operating income to assess the performance for each segment
by comparing the results and return on assets of each segment with one another. The CODM uses segment gross margin and segment operating
income in determining the compensation of certain employees.

 During the periods presented, we reported
our financial performance based on the following segments: Stran & Company, Inc. and Stran Loyalty Solutions, LLC.

 18.
 Uncertainty in Income and Other Taxes - The Company adopted
the standards for Accounting for Uncertainty in Income Taxes, which required the Company to report any uncertain tax positions and to
adjust its financial statements for the impact thereof. As of December 31, 2024 and 2023, the Company determined it had uncertain tax
positions of $ 3,141 and $ 2,448. The Company believes the impact will not be material as it will be able to utilize net operating losses
to offset a majority of the risk. The Company recorded a nominal amount of interest expense which is included as part of income tax expense.

 19.
 Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided for differences between the basis of assets
and liabilities for financial statements and income tax purposes offset by a valuation allowance for 2024 and 2023.

 20.
 Earnings/ Loss per Share -Basic earnings per share ("EPS") is computed based on the weighted
average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of
shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock
method. Dilutive potential common shares include the issuance of potential shares of common stock for outstanding stock options and warrants.

 F- 13

 21.
 Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with ASC 718,
Compensation - Stock Compensation. ASC 718 requires all stock-based payments to employees to be recognized in the consolidated statements
of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options
granted. The Company is recognizing compensation costs only for those stock-based awards expected to vest after considering expected forfeitures.
Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized
on a straight-line basis over the service period of each award. The Company records compensation cost as an element of general and administrative
expense in the accompanying consolidated statements of operations.

 22.
 Stock Option and Warrant Valuation - Stock option and warrant valuation models require the input of highly
subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility
figure derived from an index of historical stock prices for comparable entities. For warrants and stock options issued to non-employees,
the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company
accounts for the expected life of options in accordance with the "simplified" method, which is used for "plain-vanilla"
options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S.
Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.

 23.
 Sales Tax - Sales tax collected from customers is recorded as a liability, pending remittance to the taxing
jurisdiction. The Company remits sales, use, and GST taxes to Massachusetts,
other state jurisdictions, and Canada, respectively.

 24.
 Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect certain reported amounts and disclosure of certain assets,
liabilities and expenses. The most significant estimates in the Company's financial statements relate to the fair value of assets
and liabilities assumed in acquisitions and the fair value of the contingent earnout liability. These estimates and assumptions are based
on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily
apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material
differences between the estimates and actual results, the Company's future results of operations will be affected.

 25.
 Derivative Financial Instruments - The Company accounts for warrants as either equity-classified or liability-classified
instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480, Distinguishing
Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers
whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,
and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed
to the Company's own common stock and whether the warrant holders could potentially require "net cash settlement" in
a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.

 26.
 Contingent Earn-Out Liabilities - The Company measures its contingent earn-out liabilities at fair value
on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The significant unobservable inputs used in the
fair value measurements are (i) the operating income projections (projected gross profit amounts within the risk-neutral framework) over
the earn-out period (generally three or five years), (ii) the strike price, and (iii) volatility. Significant increases or decreases to
any of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual
maximum of the contingent earn-out obligations. Ultimately, the liability will be equivalent to the amount paid, and the difference between
the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out
liability on the acquisition date is reflected as cash used in financing activities in the consolidated statements of cash flows. Any
amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities in
the consolidated statements of cash flows.

 F- 14

 27.
 Reclassifications - Certain immaterial reclassifications have been made to the Company's previously issued consolidated financial statements. These reclassifications had no impact on previously reported net income, cash flows or shareholders' equity.

 28.
 Recent Accounting Pronouncements - Management has reviewed the following recent accounting pronouncements:

 2023-07 – Segment Reporting
(Topic 280)

 In November 2023, the Financial Accounting
Standards Board (FASB) issued ASU 2023-07, which amends the guidance on segment reporting. This update enhances the disclosure requirements
for reportable segments, primarily by requiring more detailed information about significant segment expenses. The amendments also clarify
the circumstances under which an entity can disclose multiple measures of segment profit or loss and provide new segment disclosure requirements
for entities with a single reportable segment.

 The guidance is effective for fiscal
years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption
permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted
ASU 2023-07 using a retrospective approach for all prior periods presented. The adoption of ASU 2023-07 did not have a material impact
on the consolidated financial statements of the Company or its results of operations.

 2023-09 – Income Taxes (Topic
740)

 In December 2023, the Financial Accounting
Standards Board (FASB) issued ASU 2023-09, which amends the guidance on income tax disclosures. This update aims to improve the transparency
and usefulness of income tax disclosures by requiring entities to provide more detailed information about the nature and effects of income
tax uncertainties, the components of income tax expense, and the effective tax rate reconciliation. Additionally, the ASU mandates enhanced
disclosures about deferred tax assets and liabilities, including the valuation allowance and the impact of tax law changes.

 The guidance is effective for fiscal
years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption
permitted. The Company is currently evaluating the timing and impacts of adoption of this ASU.

 2024-01 – Compensation –
Stock Compensation (Topic 718)

 In March 2024, the Financial Accounting
Standards Board (FASB) issued ASU 2024-01, which clarifies the accounting for profits interest awards. This update provides guidance on
determining whether a profits interest or similar award falls within the scope of ASC 718 (Compensation—Stock Compensation) or other
guidance. The ASU aims to ensure consistency and transparency in the accounting for these awards by providing clearer criteria and illustrative
examples.

 The guidance is effective for fiscal
years and interim periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the timing
and impacts of adoption of this ASU.

 2024-03 - Income Statement - Reporting
Comprehensive Income - Expense Disaggregation Disclosure

 In November 2024, the FASB issued ASU
2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses ("ASU 2024-03"), which requires the disaggregation, in the notes to the financial statements, of certain
cost and expense captions presented on the face of the Company's Statement of Operations, to provide enhanced transparency to investors.
The update may be applied either prospectively or retrospectively. ASU 2024-03 is effective for fiscal years beginning after December
15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.

 The Company is currently evaluating
the impact ASU 2024-03 will have on its disclosures.

 F- 15

 29.
 Subsequent Events - Management has evaluated events occurring after the balance sheet date through April
14, 2025, the date on which the financial statements were filed.

 B.
 FAIR VALUE MEASUREMENTS:

 Fair value measurements discussed herein
are based upon certain market assumptions and pertinent information available to management as of December 31, 2024 and 2023. The carrying
amount of accounts payable approximated fair value as they are short term in nature. The fair value of stock options are estimated based
on the Black-Scholes model during the year ended December 31, 2024 and 2023.

 Fair Value on a Recurring Basis

 The Company follows the guidance in
ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The estimated
fair value of the Company's investments and money market accounts represent Level 1 measurements. The estimated fair value of the
earn-out liabilities represent Level 3 measurements. The following table presents information about the Company's assets and liabilities
that are measured at fair value on a recurring basis as of December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation
inputs the Company utilized to determine such fair value:

 Description

 Level

 Assets:

 Investments

 $
 8,856

 $
 10,393

 Liabilities:

 Earn-out liabilities

 $

 $

 Investments

 The Company's investments consisted
of the following as of December 31, 2024:

 Cost

 Unrealized Gain (Loss)

 Fair Value

 Money market fund

 $
 4,843

 $
 —

 $
 4,843

 Corporate bonds

 2,958

 ( 6
)

 2,952

 Mutual funds

 —

 US Treasury bills

 ( 4
)

 $
 8,866

 $
 ( 10
)

 $
 8,856

 F- 16

 The Company's investments consisted
of the following as of December 31, 2023:

 Cost

 Unrealized Loss

 Fair Value

 Money market fund

 $

 $
 —

 $

 Corporate bonds

 3,869

 3,907

 Mutual funds

 US Treasury bills

 4,920

 5,039

 $
 10,226

 $

 $
 10,393

 Earn-Out Liabilities

 A reconciliation of the earn-out liability
is included below:

 Balance as of December 31, 2022

 $
 1,226

 Additions pursuant to acquisitions

 Gain upon re-measurement

 ( 65
)

 Payments earned and paid

 ( 641
)

 Balance as of December 31, 2023

 $

 Payments earned and paid

 ( 68
)

 Loss upon re-measurement

 ( 208
)

 Balance as of December 31, 2024

 $

 Current portion of contingent earn-out liabilities

 $

 Long-term contingent earn-out liabilities

 $

 Fair Value on a Non-Recurring
Basis

 Installment Payment Liabilities

 The estimated fair value of the installment
payment liabilities represent a Level 2 measurement. The Company measures the initial installment payment liabilities at fair value by
discounting the contractually agreed upon payments by Bloomberg's B+ corporate yield curve as of the valuation date, using rates
commensurate with the term to payment. The credit rating was determined utilizing Bloomberg's default risk function for the Company
as of the valuation date. The installment payments and payment date (term) are based on the purchase agreements and the discount rate
represents a quoted market price classified within Level 2 of the fair value hierarchy. All assumptions utilized in the determination of the fair values of assets and liabilities acquired in the Company's business combinations
were determined to be Level 3 in the fair value hierarchy, see Note F. "Acquisitions" for the valuation assumptions used.

 C.
 INVENTORY:

 Inventory consists of the following:

 Finished goods (branded products)

 $
 5,093

 $
 4,182

 Goods in process (un-branded products)

 $
 5,389

 $
 4,782

 F- 17

 D.
 PROPERTY AND EQUIPMENT, NET:

 Property and equipment, net consists
of the following:

 Leasehold improvements

 $

 $

 Office furniture and equipment

 Software

 2,967

 2,468

 Transportation equipment

 3,695

 3,094

 Accumulated depreciation

 ( 1,994
)

 ( 1,573
)

 $
 1,701

 $
 1,521

 The Company recorded depreciation expense
o f $ 421 and $ 479 for the years ended December
31, 2024 and 2023, respectively.

 E.
 GOODWILL AND INTANGIBLE ASSETS:

 During the fourth quarter of fiscal
years 2024 and 2023, the Company completed a goodwill impairment analysis for its reporting units. During the fourth quarter of fiscal
year 2024, the Company determined that the fair value of its Stran Loyalty Solutions reporting unit was in excess of its carrying value
and no impairment charge was recorded. During the fourth quarter of fiscal year 2023, the Company determined that the carrying value of
its Stran & Company, Inc. reporting unit was in excess of its fair value and recorded a non-cash impairment charge of $ 810 during
the fourth quarter of fiscal year 2023. This impairment reduced the goodwill to $ 0 as of December 31, 2023. When performing quantitative
testing, the Company first estimates the fair values of its reporting units using a combination of an income and market approach. The
single step is to determine the estimated fair value of the reporting units and compare it to the carrying value of the reporting units,
including goodwill. The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level
3 inputs. See Note A – Organization and Summary of Significant Accounting Policies for more detail of methodology.

 The following table summarizes the
activity in the Company's goodwill balance:

 Balance as of December 31, 2022 (1)

 $

 Acquisition (see Note F)

 Impairment

 ( 810
)

 Balance as of December 31, 2023 (2)

 $
 —

 Gander Group Acquisition (see Note F)

 2,542

 Measurement period adjustment

 ( 221
)

 Balance as of December 31, 2024

 $
 2,321

 (1)
 Net of accumulated impairment loss of $ 1,182 as of December
31, 2022.

 (2)
 Net of accumulated impairment loss of $ 1,992 as of December
31, 2023.

 F- 18

 The following table presents details
of the Company's intangible assets, estimated lives and related accumulated amortization:

 Weighted-Average

 As of December 31, 2024

 As of December 31, 2023

 Remaining

Useful Life

 Gross

 Accumulated
 Amortization

 Net Carrying
 Amount

 Gross

 Accumulated
 Amortization

 Net Carrying
 Amount

 Customer lists

 8.6 years

 $
 5,175

 $
 ( 1,005
)

 $
 4,170

 $
 3,716

 $
 ( 602
)

 $
 3,114

 Total intangible assets - customer lists, net

 $
 5,175

 $
 ( 1,005
)

 $
 4,170

 $
 3,716

 $
 ( 602
)

 $
 3,114

 Trade names

 Indefinite

 $

 $
 —

 $

 $
 —

 $
 —

 $
 —

 Total intangible assets - trade name

 $

 $
 —

 $

 $
 —

 $
 —

 $
 —

 The Company recorded amortization exp ense
of $ 403 and $ 294 for the years ended December 31, 2024 and 2023,
respectively.

 The following table presents future
estimated amortization expense based on existing intangible assets held for use:

 Fiscal Years:

 2025

 $

 2026

 2027

 2028

 2029

 Thereafter

 1,730

 Total

 $
 4,170

 Actual future estimated amortization
expense could differ from these estimated amounts as a result of future acquisitions, dispositions, impairments, and other factors or
changes.

 F.
 ACQUISITIONS

 Gander
Group Acquisition

 On August 23, 2024, Stran Loyalty
Solutions entered into the Sale Agreement, between Stran Loyalty Solutions and the Secured Party, pursuant to which Stran Loyalty
Solutions agreed to purchase, on an as-is basis, all of the rights and interests of the Gander Group Assets from Secured Party as
the Gander Group Transaction. Gander Group provides promotional products and programs to its customers. The Company entered into the acquisition to expand its customer
base to other industries.

 Under the Sale Agreement, the aggregate
consideration for the Gander Group Assets consisted of (a) cash payments by Stran Loyalty Solutions to Secured Party of approximately
$ 1,099 (the "Cash Purchase Price"), and (b) cash payment of $ 370 per the Release Agreement (as defined below). The aggregate
purchase price was $ 1,469.

 As a result of the Gander Group Transaction
Closing, the Company indirectly acquired substantially all of the assets of Gander Group, including all of the equity of Gander Group
Louisiana, LLC, a Louisiana limited liability company, which became a wholly-owned subsidiary of Stran Loyalty Solutions.

 In addition, Stran Loyalty Solutions
entered into a Release Agreement, dated as of August 23, 2024, between Gander Group and Stran Loyalty Solutions (the "Release Agreement").
Under the Release Agreement, Gander Group granted a full and complete waiver and release of Stran Loyalty Solutions and its affiliates
of any non-competition, non-solicitation, or similar restrictive covenants of any parties owed to Gander Group or any of its affiliates
and Stran was required to pay an additional $ 370 to Gander Group.

 F- 19

 The Sale Agreement and the Release
Agreement included provisions for indemnification, reimbursement for returned items, handling of assets and liabilities during Gander
Group's wind-down, and certain other matters.

 Cash

 $
 1,099

 Gander release agreement payments

 Total consideration

 $
 1,469

 The following table summarizes the
purchase price allocations relating to the Bangarang Acquisition:

 Accounts receivable

 $
 1,717

 Prepaid expenses and other assets

 Inventory

 Customer relationships

 1,458

 Goodwill

 2,542

 Trade name

 Other long-term assets

 ( 4,698
)

 Customer deposits

 ( 2,147
)

 Total consideration

 $
 1,469

 The
Gander Group Assets were valued using a combination of a multi-period excess earnings methodology, a form of a discounted cash
flow approach, and a relief from royalty methodology, a form of a present value of cash flows approach. The $ 1,717 balance of accounts receivable is the fair value of accounts receivable, net of amounts that are expected to be collected as
of the acquisition date. The
goodwill represents the excess fair value after the allocation of intangibles, of which approximately $ 2,542 is expected to be deductible
for tax purposes.

 The
Company incurred approximately $ 435 of acquisition related transaction costs in conjunction
with the Gander Group Acquisition.

 Pro forma disclosure for the Gander Group Acquisition

 The following unaudited pro forma financial
information reflects the consolidated results of operations of the Company for the year ended December 31, 2024, as if the Bangarang Acquisition
had taken place on January 1, 2024. The financial results of the Bangarang Acquisition are included in the Company's statements
of operation from the Closing Date through December 31, 2024. The pro forma financial information is not necessarily indicative of
the results of operations as they would have been had the transactions been effected on the assumed date:

 Sales

 $
 112,793

 ( 826
)

 Net loss per share - basic & diluted

 $
 ( 0.04
)

 Weighted average shares outstanding - basic & diluted

 18,587,607

 F- 20

 TR
Miller Acquisition

 On
June 1, 2023 (the "T R Miller Closing Date"), the Company completed its acquisition (the "T R Miller Acquisition")
of substantially all of the assets (the "T.R. Miller Acquired Assets") of T R Miller Co., Inc. ("T R Miller"),
pursuant to the Asset Purchase Agreement, date as of January 25, 2023 (the "T R Miller Purchase Agreement"), among the Company,
T R Miller, and Thomas R Miller (the "T R Miller Stockholder"). T R Miller provides branded merchandise to its customers. The Company entered into the acquisition to enhance its operational capabilities
and expand its customer base.

 The
aggregate consideration required to be paid to T R Miller for the purchase of the T R Miller Acquired Assets was (a) $ 1,000 payable in
cash on the T R Miller Closing Date; (b) an amount equal to the cost basis of Inventory (as defined in the T R Miller Purchase Agreement);
(c) four annual installment payments due on each anniversary of the T R Miller Closing Date, equal to $ 400, $ 300, $ 200, and $ 200, respectively;
(d) four annual earn-out payments equal to (i) 45 % of the annual Gross Profit (as defined in the T R Miller Purchase Agreement) during
the immediately trailing 12-month period prior to the applicable T R Miller Closing Date anniversary with respect to certain customers
of T R Miller or primarily resulting from the efforts of the T R Miller Stockholder or certain employees or independent contractors of
T R Miller, to the extent that such Gross Profit amount exceeded $ 4,000, plus (ii) 25 % of the annual Gross Profit during the immediately
trailing 12-month period prior to the applicable T R Miller Closing Date anniversary with respect to certain customers primarily resulting
from the past or future efforts of the Company that are assigned to and the primary responsibility of any employee or independent contractor
of T R Miller as designated by the T R Miller Purchase Agreement, to the extent that such Gross Profit amount exceeded $ 4,000. The aggregate
T R Miller Purchase Price was approximately $ 3,541.

 The following table summarizes the
estimated fair value of the total consideration required to be paid pursuant to the T R Miller Purchase Agreement as of the T R Miller
Closing Date:

 Cash

 $
 1,000

 Cash adjustment for working capital

 1,123

 Present value of installment payments

 Fair value of earn-out payments

 Total consideration

 $
 3,541

 The Company determined the estimated
fair value of the earn-out payments based on a discounted cash flow method.

 The Company determined the estimated
fair value of the installment payments based on the present value of the future cash flows in accordance with the T R Miller Purchase
Agreement.

 F- 21

 The following table summarizes the
purchase price allocations relating to the T R Miller Acquisition:

 Accounts receivable

 $
 1,622

 Prepaid expense

 Inventory

 Customer relationships

 1,170

 Goodwill

 Right of use asset - office leases

 ( 591
)

 Unearned revenue

 ( 285
)

 Lease liability

 ( 819
)

 Total consideration

 $
 3,541

 The
T R Miller Acquired Assets were valued using a combination of a multi-period excess earnings methodology, a discounted cash flow approach
and present value of cash flows approach. The goodwill represents the excess fair value after the allocation of intangibles, of which
approximately $ 420 is expected to be deductible for tax purposes.

 The
Company incurred approximately $ 39 of acquisition related transaction costs in conjunction with the T R Miller Acquisition.

 Pro forma disclosure for the T R Miller Acquisition

 The following unaudited pro forma financial
information reflects the consolidated results of operations of the Company for the year ended December 31, 2023, as if the T R Miller
Acquisition had taken place on January 1, 2023. The financial results of the T R Miller Acquisition are included in the Company's
statements of operation for the year ended December 31, 2024 and 2023. The pro forma financial information is not necessarily indicative
of the results of operations as they would have been had the transactions been effected on the assumed date:

 Sales

 $
 80,256

 $
 ( 600
)

 Net loss per share - basic & diluted

 $
 ( 0.03
)

 Weighted average shares outstanding - basic & diluted

 18,519,892

 F- 22

 G.
 ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

consists of the following:

 Inventory purchases

 $
 6,363

 $
 3,218

 Accrued expenses

 2,556

 1,527

 $
 8,919

 $
 4,745

 H.
 NOTE PAYABLE - LINE OF CREDIT:

 The Company had a $ 7,000 line of credit
with Salem Five Cents Savings Bank. As of December 31, 2024, the line was terminated and no longer active. As of December 31, 2023,
borrowings on this line of credit amounted to zero. The line bore interest at prime rate plus 0.5 % per annum. At December 31, 2023, the
interest rate was 9.00 %. The line was reviewed annually and was due on demand. This line of credit was secured by substantially all assets
of the Company. The line of credit was terminated effective August 26, 2024.

 I.
 REWARD CARD PROGRAM LIABILITY:

 The Company manages reward card programs
for customers. Under this program, the Company receives cash and simultaneously records a liability for the total amount received. These
accounts are adjusted on a periodic basis as reward cards are funded or reduced at the direction of the customers. As of December 31,
2024 and 2023, the Company had deposits totaling $ 6,000 and $ 875, respectively.

 J.
 NOTE PAYABLE - WILDMAN:

 In connection with the asset acquisition
of Wildman Imprints on September 26, 2020, the Company had an amount due to the seller of $ 162 for the inventory purchased. This amount
accrues no interest, and is to be paid "as used" on a quarterly basis through the three years earn-out period as discussed
in Note I. During the year ended December 31, 2023, the seller forgave the outstanding note payable and the Company recognized a gain
on the extinguishment of debt of $ 162 for the outstanding principal balance which is recorded in general and administrative expense on
the statement of operations.

 K.
 INSTALLMENT PAYMENT LIABILITY:

 A reconciliation of the installment
payment liability is included below:

 Balance as of December 31, 2022

 $

 Additions pursuant to acquisitions

 Interest accretion

 Payments made

 ( 218
)

 Balance as of December 31, 2023

 $
 1,425

 Interest accretion

 Payments made

 ( 760
)

 Balance as of December 31, 2024

 $

 Current portion of installment payment liabilities

 $

 Long-term installment payment liabilities

 $

 F- 23

 L.
 REVENUE:

 Revenue disaggregated according to
the timing of transfer of goods or services (e.g., at a point in time) was as follows:

 Revenue generated per major product category

 Promotional products - dropshipping

 $
 34,531

 $
 32,794

 Promotional products – bulk dropshipping

 15,939

 17,686

 Promotional products – Company owned inventory

 14,420

 17,911

 Casino continuity program

 8,619

 —

 Promotional products – third-party distributor

 5,540

 6,076

 Redemption code program

 1,856

 —

 Rewards program

 1,199

 1,233

 Additional services

 $

 $

 Unearned revenue includes customer
deposits and deferred revenue which represent prepayments from customers. The Company had unearned revenue as follows:

 Balance at January 1,

 $
 1,116

 $

 Revenue recognized

 ( 3,121
)

 ( 633
)

 Amounts collected or invoiced

 6,428

 1,116

 Unearned revenue

 $
 4,423

 $
 1,116

 M.
 COMMITMENTS AND CONTINGENCIES:

 Legal Proceedings

 The Company may from time to time become
involved in various legal actions incidental to our business. As of the date of this report, the Company is not involved in any legal
proceedings that it believes could have a material adverse effect on its financial position or results of operations. However, the outcome
of any current or future legal proceeding is inherently difficult to predict and any dispute resolved unfavorably could have a material
adverse effect on the Company's business, financial position, and operating results.

 Lease Agreements - Operating
Leases

 On May 31, 2020, the Company renewed
a lease for a 10,500 square foot office space in Quincy, MA. The lease renewed on June 1, 2020 and is for a term of 60 months from the
renewal date. The lease included an escalation clause with annual increases of approximately 2.5 % increase per year. The associated lease
right-of-use asset and lease liability is $ 135 as of December 31, 2024, based on the present value of payments and an incremental
borrowing rate of 2 %. As the Company's lease did not provide an implicit rate, the Company estimated the incremental borrowing
rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings.

 On February 1, 2023, the Company entered
into a lease for a 5,600 square foot office space in Tomball, TX. The lease commenced on February 1, 2023 and is for a term of 36 months
from the commencement date. The lease included an escalation clause with annual increases of approximately 2.3 % increase per year. The
associated lease right-of-use asset and lease liability is $ 71 as of December 31, 2024, based on the present value of payments and
an incremental borrowing rate of 4 %. As the Company's lease did not provide an implicit rate, the Company estimated the incremental
borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings.

 F- 24

 On May 31, 2023, the Company entered
into a lease for a 25,000 square foot office space and warehouse in Walpole, MA. The lease commenced on June 1, 2023 and is for a term
of 60 months from the commencement date. The lease included an escalation clause with annual increases of approximately 2 % increase per
year. The associated lease right-of-use asset and lease liability is $ 592 as of December 31, 2024, based on the present value of
payments and an incremental borrowing rate of 4 %. As the Company's lease did not provide an implicit rate, the Company estimated
the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for
similar borrowings.

 On March 9, 2021, the Company entered
into a lease for a 9,000 square foot office space in Irvine, CA. The lease commenced on April 1, 2021 and is for a term of 48 months from
the commencement date. The lease was amended to terminate October 31, 2024. The lease included an escalation clause with annual increases
of approximately 3 % increase per year. The associated lease right-of-use asset and lease liability is $ 0 as of December 31, 2024,
based on the present value of payments and an incremental borrowing rate of 8 %. As the Company's lease did not provide an implicit
rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates
available in the market for similar borrowings.

 The company rents other office space
on terms of 12 months or less or on a month-to-month basis which are not included in the analysis above.

 The following schedule represents the
components of lease expense:

 Lease cost

 Operating lease cost

 $

 $

 Total

 $

 $

 The following schedule represents maturities of operating
lease liabilities as of December 31, 2024:

 Operating Minimum Lease Payments

 2025

 $

 2026

 2027

 2028

 Less amount representing interest

 ( 2
)

 Present value of payments

 $

 The following schedule sets forth supplemental
cash flow information related to operating leases for the years ended December 31, 2024 and 2023:

 Other information

 Operating cash flows from operating lease

 $

 $

 The aggregate weighted average remaining lease term was 2.7 years as of December 31, 2024. The aggregate weighted average discount
rate was 3.7 % as of December 31, 2024.

 F- 25

 N.
 STOCKHOLDERS' EQUITY:

 In accordance with the Company's
Articles of Incorporation dated May 24, 2021, the Company is authorized to issue 300,000,000 shares of $ 0.0001 par value common stock,
of which 18,598,574 and 18,539,000 shares were issued and outstanding at December 31, 2024 and 2023, respectively. Common stockholders
are entitled to one vote per share and are entitled to receive dividends when, as and if declared by the Board of Directors.

 Warrants

 The Company has outstanding publicly-traded
warrants which entitle the holders to purchase one share of common stock at an exercise price of $ 4.81375 per share as of December 31,
2024, which expire five years from issuance ("IPO Warrants"). As of December 31, 2024 and 2023, IPO Warrant holders exercised
an aggregate 659,456 IPO Warrants and there were 4,478,134 IPO Warrants outstanding.

 The Company has 149,639 outstanding
warrants issued to the underwriters of the Company's IPO that were exercisable beginning six months after the date of the IPO at an exercise
price of $ 5.19 with a five -year expiration term.

 The Company has outstanding private
placement warrants which entitle the holders to purchase up to 5,464,903 shares of common stock at an exercise price of $ 4.97 per share,
which will expire five years from issuance ("PIPE Warrants"). The PIPE Warrants have certain downward pricing adjustment mechanisms,
including with respect to any subsequent equity sale that is deemed a dilutive issuance, in which case the PIPE Warrants will be subject
to a floor price of $ 1.00 per share, as set forth in the PIPE Warrants.

 The Company has outstanding 131,158
warrants issued to the placement agent for the PIPE that were exercisable beginning six months from the date of the PIPE at an exercise
price of $ 4.97 with a five -year expiration term.

 As of December 31, 2024 and 2023 PIPE Warrant holders have
exercised zero PIPE Warrants and there were 5,596,061 PIPE Warrants outstanding.

 The following table reflects all outstanding
and exercisable warrants at December 31, 2024 and 2023:

 Number of Warrants Outstanding

 Weighted Average Exercise Price

 Weighted Average Life (Years)

 Aggregate Intrinsic Value

 Balance January 1, 2023

 $
 4.91

 5.0

 $
 —

 Balance December 31, 2023

 $
 4.91

 4.0

 $
 —

 Balance December 31, 2024

 $
 4.91

 3.0

 $
 —

 Stock Repurchase Program

 On February 21, 2022, the Board of
Directors of the Company authorized a repurchase of up to $ 10,000 of the Company's shares from time to pursuant to a stock repurchase
program, or the Repurchase Program. Under the terms of the Repurchase Program, the Company may repurchase shares through open market or
negotiated private transactions. The timing and extent of any purchases depend upon ongoing assessments of the Company's capital
needs, market conditions and the price of the Company's common stock, and other corporate considerations, as determined by management,
and are subject to the restrictions relating to volume, price and timing under applicable laws, including but not limited to, Rule 10b-18
promulgated under the Exchange Act. The Repurchase Plan was terminated in June 2024.

 F- 26

 Below is a table containing information about purchases
made by the company during the year ended December 31, 2023. The Company did not repurchase any shares during the year ended December
31, 2024.

 Period

 Total Number
 of Shares
 Purchased

 Average Price
 Paid per Share

 Total Number of Shares Purchased as Part of Publicly
 Announced Plans or Programs

 Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs

 January 1, 2023 - December 31, 2023

 37,509

 $
 1.32

 1,815,166

 $
 6,618

 O.
 STOCK-BASED COMPENSATION:

 In November 2021, the Board of Directors
adopted the Amended and Restated 2021 Equity Incentive Plan (the "2021 Plan") which provides for the granting of non-qualified
stock options and restricted stock to the Company's employees, officers, directors, and outside consultants to purchase shares of
the Company's common stock. As of December 31, 2024, the number of shares of common stock available for issuance under the
2021 Plan is 1,077,205 sh ares of common stock.

 Stock-based compensation expense included
the following components:

 Stock options

 $

 $

 Restricted stock

 $

 $

 All stock-based compensation expense
is recorded in General and administrative expense in the Statements of Operations.

 Non-Qualified Stock Options

 The fair value of options is estimated
on the date of grant using the Black-Scholes option pricing model using the assumptions noted in the table below. The fair value is amortized
as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period.
The Company uses historical data on employee turnover and terminations to estimate the percentage of options that will ultimately be exercised.
Expected volatility is based on historical volatility from a representative sample of publicly traded companies. The expected term represents
the period of time that the options are expected to be outstanding. The risk-free interest rate is estimated using the rate of return
on U.S. Treasury Notes with a life that approximates the expected life of the option. Forfeitures are estimated at the time of grant and
revised, if necessary, in subsequent periods if actual results differ from the estimates. Stock-based compensation is based on awards
that are ultimately expected to vest.

 Option awards are generally granted
with an exercise price equal to the fair value of the Company's stock at the date of grant; those options generally vest based on
 four years of continuous service and have 10 -years contractual terms.

 F- 27

 A summary of option activity under
the 2021 Plan as of and for the year ended December 31, 2024 and 2023 is presented below:

 Options

 Shares

 Weighted Average Exercise Price

 Aggregate Intrinsic Value

 Outstanding at December 31, 2022

 1,505,333

 $
 4.11

 $
 —

 Granted

 76,500

 1.66

 —

 Forfeited or expired and other adjustments

 ( 115,771
)

 4.13

 —

 Outstanding at December 31, 2023

 1,466,062

 $
 3.98

 $
 —

 Granted

 —

 —

 —

 Forfeited or expired and other adjustments

 ( 89,729
)

 3.54

 —

 Outstanding at December 31, 2024

 1,376,333

 $
 4.03

 $
 —

 Vested and exercisable at December 31, 2024

 1,161,334

 $
 4.07

 $
 —

 The Company did not issue any options
during the year ended December 31, 2024. The weighted-average grant-date fair value of options granted during the year ended December
31, 2023 wa s $ 1.54. T he weighted-average remaining contractual term for the outstanding options
is approximately 7 years as of December 31, 2024.

 Restricted Stock:

 Restricted stock consists of time-based
restricted stock units (RSUs) and performance-based restricted stock units (PSUs). RSUs granted under the 2021 Plan generally vest over
 3 to 4 years, based on continued employment, and are settled upon vesting with shares of the Company's common stock on a one-for-one
basis. PSUs granted under the 2021 Plan are issued and vest immediately as various performance goals and targets are achieved.

 A summary of restricted stock activity
under the 2021 Plan as of and for the year ended December 31, 2024 and 2023 is presented below:

 Restricted Stock

 Time-Based

 Outstanding at December 31, 2022

 96,733

 Granted

 80,400

 Vested

 ( 93,362
)

 Forfeited

 ( 68,035
)

 Outstanding at December 31, 2023

 15,736

 Granted

 54,086

 Vested

 ( 65,407
)

 Forfeited

 ( 415
)

 Outstanding at December 31, 2024

 4,000

 P.
 LOSS PER SHARE:

 The following outstanding shares of
common stock equivalents were excluded from the computation of diluted net loss per share for the periods in which a net loss is presented
because their effect would have been anti-dilutive.

 Warrants

 Stock options

 1,161,334

 852,896

 11,235,529

 10,927,091

 For the years ended December 31, 2024
and 2023, as a result of the net losses in these periods, all warrants and stock options have been excluded from the calculation of diluted
earnings per share and, therefore, there was no difference in the weighted average number of common shares for basic and diluted loss
per share as the effect of all potentially dilutive shares outstanding was anti-dilutive.

 F- 28

 Q.
 INCOME TAX PROVISION:

 Income taxes are provided for the tax
effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes relate to differences
between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the
assets or liabilities are recovered or settled.

 The provision for income taxes consisted
of the following:

 Current provision

 Federal

 $
 —

 $

 State

 Total current provision

 Deferred provision

 Federal

 —

 —

 State

 —

 —

 Total deferred provision

 —

 —

 Provision for income taxes

 $

 $

 The company files its federal and states
tax returns in several jurisdictions. The state jurisdictions that are significant are as follows, Massachusetts, Kansas, Indiana, and
New York. The company is not currently under any audit and its statue of limitations is still open to the extent of the net operating
losses generated within each particular year.

 For the years ended December 31, 2024
and 2023, the loss before income taxes was $( 4,135) and $( 344), respectively. The Company had an effective tax rate of ( 0.12)% and ( 11.92)%
for the years ended December 31, 2024 and 2023, respectively. The reconciliation of the statutory federal income tax rate to the Company's
effective tax rate were as follows:

 U.S. statutory rate

 21.00
 %

 21.00
 %

 State taxes, net of federal

 5.08
 %

 ( 0.68
)%

 Change in valuation allowance

 ( 24.77
)%

 ( 27.45
)%

 Meals and entertainment expenses

 —

 %

 ( 9.53
)%

 Other permanent differences

 ( 1.43
)%

 4.74
 %

 Effective tax rate

 ( 0.12
)%

 ( 11.92
)%

 F- 29

 The table below presents the effects
of temporary differences that gave rise to significant portions of deferred tax assets and liabilities as of December 31, 2024 and 2023:

 Deferred tax assets:

 Net operating loss carryforwards

 $
 1,051

 $

 Charitable contributions

 Lease liability

 Stock compensation

 Compensation expense

 Unrealized gain/loss

 Allowance for credit losses

 UNICAP

 Amortization

 Total gross deferred tax assets

 2,488

 1,611

 Less: Valuation allowance

 ( 2,234
)

 ( 1,216
)

 Net deferred tax assets

 Deferred tax liabilities:

 Lease liability

 ( 208
)

 ( 349
)

 Depreciation

 ( 46
)

 ( 46
)

 Total deferred tax liabilities

 ( 254
)

 ( 395
)

 Total deferred tax assets (liabilities)

 $
 —

 $
 —

 The Company has Federal and State net
operating loss ("NOLs") carryforwards of approximately $ 3,987 and $ 4,791, respectively, as of December 31, 2024. The Federal
NOLs were generated after December 31, 2017 and have an infinite carryforward period but are subject to 80 % deduction limitation based
upon pre-NOL deduction taxable income. State NOLs generated have various expiration rules and dates with the first amount of NOLs expiring
in 2028.

 The utilization of the Company's
net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Section 382 and 383 of
the Internal Revenue Code of 1986, as amended (the "Code"), and similar state tax provisions, due to ownership change limitations
that may have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards
and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change,
as defined by Section 382 and 383 of the Code, results from transactions increasing ownership of certain stockholders or public groups
in the stock of the corporation by more than 50 percent points over a three-year period. The Company has not completed an analysis of
an ownership change under Section 382 of the Code. To the extent that a study is completed and an ownership change is deemed to occur,
the Company's net operating losses and tax credits could be limited.

 In assessing the realization of deferred
tax assets, management considers whether it is more likely than not that some portion or all the deferred income tax assets will not be
realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities,
projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management
has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application
of a full valuation allowance as of December 31, 2024 and 2023.

 F- 30

 There was income tax expense for the
years ended December 31, 2024 and 2023 of $ 5 and $ 41, respectively.

 Uncertain Tax Positions

 The Company adopted the standards for
Accounting for Uncertainty in Income Taxes, which required the Company to report any uncertain tax positions and to adjust its financial
statements for the impact thereof. As of December 31, 2024 and 2023, the Company determined it had uncertain tax positions of $ 3,141
and $ 2,448, respectively. The Company believes the impact will not be material as it will be able to utilize net operating losses to offset
a majority of the risk. The Company's accounting policy regarding interest expense associated with uncertain tax positions is included
as a part of income tax expense. The Company did not record interest expense for 2024 as the amount was nominal.

 Unrecognized tax benefits as of December 31, 2022

 $
 2,185

 Gross increase in unrecognized tax benefits for prior year

 Decreases due to settlements

 —

 Unrecognized tax benefits as of December 31, 2023

 $
 2,448

 Gross increase in unrecognized tax benefits for prior year

 Decreases due to settlements

 —

 Unrecognized tax benefits as of December 31, 2024

 $
 3,141

 R.
 SEGMENTS:

 In its operation of the business, management,
including our chief operating decision maker, who is also our CEO, reviews certain financial information, including segment information
prepared on a basis that is consistent with GAAP. There is no expense or asset information that is supplemental to information disclosed
within the consolidated financial statements, that is regularly provided to the CODM to monitor and evaluate segment performance.

 During the periods presented, we reported
our financial performance based on the following reportable segments: Stran & Company, Inc. ("Stran") and Stran Loyalty
Solutions, LLC ("SLS").

 Our reportable segments are
described below.

 The Stran segment's business
is focused on being an outsourced marketing solutions and promotional products provider for a variety of customers and industries, working
closely with customers to develop sophisticated marketing programs that leverage Stran's promotional products and loyalty incentive
expertise. Stran purchases products and branding through various third-party manufacturers and decorators and resells the finished goods
to customers. The segment earns the majority of its revenue from the sale of unique, quality promotional products for a wide variety of
industries primarily to support marketing efforts.

 The SLS segment's business is
focused on the casino, gaming, and entertainment industries as an extension of the Company's newly formed Casino Continuity and
Loyalty group. The group specializes in creating high-quality, branded merchandise for casinos, sourced through various third-party manufacturers,
focusing on promotional products that enhance customer loyalty and engagement. It partners with nationally recognized brands to create
high-quality, custom products that resonate with casino patrons, helping casinos drive redemption rates and ROI through tailored merchandise
and marketing solutions to build recurring revenues for SLS customers and the segment itself.

 The accounting policies of our reportable
segments are the same as those described in the "Organization and Summary of Significant Accounting Policies" in the notes
to the consolidated financial statements for the Company.

 For each of the two segments, the CODM
uses segment gross margin and segment operating profits or losses in the annual budgeting and forecasting process. The CODM considers
budget-to-actual variances on a monthly basis for revenue as well as profit measures when making decisions about allocating capital and
personnel to the segments. The CODM uses segment gross margin and segment operating income in determining the compensation of certain
employees, primarily for its recently acquired Gander business, which is consolidated as part of the SLS subsidiary and also comprises
the segment SLS.

 F- 31

 As of December 31, 2024, Stran and
SLS had total assets of $ 45,206 and $ 9,944, respectively. As of December 31, 2023, Stran and SLS had total assets of $ 49,036 and $ 0, respectively.
The entire goodwill balance of $ 2,321 as of December 31, 2024 was allocated to the SLS segment. No goodwill was recorded as of December
31, 2023 for either segment.

 Revenue and costs are directly attributed
to our segments, and the revenues recognized as well as the costs incurred in generating those revenues within each segment are distinguishable
based on the information systems in which each segment's financial information gets recorded. There are no intersegment revenues
or other transactions between the two segments that are eliminated in consolidation by the Company for external reporting.

 The table below presents information
about reported segments for the year ended December 31, 2024 and 2023

 Stran

 SLS

 Total

 Stran

 SLS

 Total

 Sales

 $
 72,712

 $
 9,942

 $

 $

 $
 —

 $

 Gross profit

 23,742

 2,071

 —

 Operating loss

 $
 ( 3,844
)

 $
 ( 1,050
)

 $
 ( 4,894
)

 $
 ( 1,268
)

 $
 —

 $
 ( 1,268
)

 The segment SLS was not a part of the
Company until the segment was acquired and all of its business operations were incorporated within the Company's newly created subsidiary
in August 2024. The Stran segment's operations have remained consistent for all periods presented, however, the Company only had
one operating and reportable segment prior to the acquisition. Significant segment expenses for the Stran segment during the year ended
December 31, 2023 are consistent with those presented on the consolidated statements of operations.

 A reconciliation of total segment revenues
to total consolidated revenues and of total segment gross margin and segment operating income (loss) which aggregates to total consolidated
income (loss) from operations, for the year ended December 31, 2024, is as follows:

 For the Year ended December 31, 2024

 Stran

 SLS

 Total

 Sales from external customers

 $
 72,712

 $
 9,942

 $

 Less:

 Cost of sales

 48,970

 7,871

 56,841

 Segment gross margin

 23,742

 2,071

 Less(1):

 Segment selling expenses (2)

 4,987

 5,711

 Other segment expenses (3)

 22,599

 2,397

 24,996

 Segment operating loss

 ( 3,844
)

 ( 1,050
)

 ( 4,894
)

 (1)
 The significant expense categories and amounts align with the segment-level information that is regularly
provided to the CODM.

 (2)
 Selling expenses primarily include commissions, bonuses, travel expenses, and other marketing expenses
that are directly attributed to generating revenues

 (3)
 Other segment expenses for each reportable segment includes:

 Stran – general and administrative expense, depreciation and amortization expense, and all other
operating expenses not allocated to corporate overhead

 SLS – general and administrative expense, depreciation and amortization expense, and all other operating
expenses incurred at the SLS subsidiary subsequent to the acquisition in August 2024

 F- 32

 S.
 CREDIT LOSSES:

 The Company is exposed to credit losses
primarily through sales of products and services. The Company's expected loss allowance methodology for accounts receivable is developed
using historical collection experience, current and future economic and market conditions and a review of the current status of customers'
trade accounts receivable. Customers are pooled based on sharing specific risk factors. Due to the short-term nature of such receivables,
the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances.

 Customers are assessed for credit worthiness
upfront through a credit review, which includes assessment based on the Company's analysis of their financial statements when a
credit rating is not available. The Company evaluates contract terms and conditions, country and political risk, and may require
prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that
have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written
off as they are determined to be uncollectible after all collection efforts have been exhausted. Estimates of potential credit losses
are used to determine the allowance. It is based on assessment of anticipated payment and all other historical, current and future information
that is reasonably available.

 The accounts receivable balance from
all sources on the Company's balance sheets as of December 31, 2024 and 2023 was $ 18,665, net of $ 791 (inclusive of $ 327 for related party receivables) of allowances and $ 17,076,
net of $ 317 of allowances, respectively. The following table provides a roll-forward of the allowance for credit losses for the years
ended December 31, 2024 and 2023 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected
to be collected:

 Balance of allowance for credit losses, beginning of period

 $
 ( 317
)

 $
 ( 264
)

 Current period change for write-offs

 Current period change for expected credit losses

 ( 538
)

 ( 174
)

 Balance of allowance for credit losses, end of period

 $
 ( 791
)

 $
 ( 317
)

 T.
 RELATED PARTY TRANSACTIONS:

 Amount due from related party

 Name of Related Party

 Relationship

 Nature

 Innovative Genetics, Inc.

 Alejandro Tani, member of board of directors, the chairman of the Company's Nominating and Corporate Governance Committee, and a member of the Compensation Committee and the Company's Audit Committee, is the Chief Executive Officer, Chief Information Officer, and majority owner of Innovative Genetics.

 Limited, non-exclusive, revocable license to use Innovative Genetics' logos, trade names and trademarks on apparel and promotional products as branded products for sale to Innovative Genetics and Innovative Genetics-authorized persons.

 $

 $

 F- 33

 Amounts due and paid to related
party

 Transactions with Engage & Excel
Enterprises Inc.

 Alan Chippindale, a member of the Company's
board of directors, the chairman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee, is
the President of Engage & Excel Enterprises Inc. ("Engage & Excel"). The Company and Engage & Excel are parties
to a Buyer's Agreement, dated June 25, 2020 (the "Buyer's Agreement"). Under the Buyer's Agreement, Engage
& Excel agreed to provide certain merger and acquisition, management and recruitment consulting services in connection with the Company's
acquisition of the Wildman Imprints assets. The Company agreed to pay Engage & Excel a fee of $ 20 upon completion of a purchase and
sale agreement and two annual fees of 1.5 % of gross margin less costs attributable to the acquisition. The Company has paid Engage &
Excel approximately $ 26 as of December 31, 2024.

 Separately from the Buyer's Agreement,
in 2023, the Company paid Engage & Excel approximately $ 18 for recruiting fees and $ 20 for consulting fees relating to the T R Miller
assets acquisition. The Company also agreed to pay Engage & Excel 1.5 % of the contribution margin of the T R Miller assets for two
years, paid annually. The Company's board of directors has determined that Mr. Chippindale remains eligible under Nasdaq rules to serve
as an "independent director" of the Company and as a member and chairman of the Compensation Committee and a member of the
Nominating and Corporate Governance Committee. Due to Mr. Chippindale's indirect compensation under the agreement, the board has
determined that he is currently not eligible to be a member of our Audit Committee.

 U.
 ADVERTISING:

 The Company follows the policy of charging
the costs of advertising to expense as incurred. For the years ended December 31, 2024 and 2023, advertising costs amounted to $ 511 and
$ 418, respectively.

 V.
 DEFINED PROFIT SHARING PLAN:

 On January 1, 2023, the Company adopted
the Stran 401(k) Savings Plan (the "Plan"), which qualifies under Section 401(k) of the Internal Revenue Code of 1986, as
amended. Any eligible employee is allowed to participate in the Plan after three months of service. The Company matches the first three
percent ( 3 %) of a participant's contributions, which matching amount vests based on years of service, as defined in the Plan document.
The Company made matching contributions of $ 278 and $ 238 during the years ended December 31, 2024 and 2023, respectively.

 W.
 SUBSEQUENT EVENTS:

 Operating Lease Agreement

 On January 10, 2025, the Company entered
into a seven-year lease agreement for new office space in North Quincy, Massachusetts. The Company's existing lease agreement for its
office space expires May 31, 2025. The new lease term begins on June 1, 2025 and expires on May 31, 2032 with an option to extend the
lease an additional five years. The lease contains an initial base rent of $ 21 per month with 2.2 % - 2.5 % annual escalations, plus a percentage
of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property.

 F- 34

 SIGNATURE

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: April
 14, 2025

 /s/ Andrew Shape

 Name:

 Title:

 Chief Executive Officer and President

 ( Principal Executive Officer)

 /s/ David Browner

 Name:

 Title:

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/

 Chief
 Executive Officer, President and

 April 14,
 2025

 (principal executive officer)

 /s/

 Chief Financial Officer

 (principal
 financial and accounting officer)

 /s/

 Executive Chairman and

 /s/

 /s/ Alan Chippindale

 Alan Chippindale

 /s/ Alejandro Tani

 Alejandro Tani

 /s/ Ashley Marshall

 Ashley Marshall

 688 P5Y P5Y Other segment expenses for each reportable segment includes:

 Stran – general and administrative expense, depreciation and amortization expense, and all other operating expenses not allocated to corporate overhead

 SLS – general and administrative expense, depreciation and amortization expense, and all other operating expenses incurred at the SLS subsidiary subsequent to the acquisition in August 2024
 0001872525 false FY

 strn: CommonStock00001ParValuePerShareMember

 strn: WarrantsEachWarrantExercisableForOneShareOfCommonStock00001ParValuePerShareAtAnExercisePriceOf481375Member

 2024-06-28

 2025-04-08

 us-gaap: RelatedPartyMember

 us-gaap: RelatedPartyMember

 strn: SaleMember

 strn: SaleMember

 strn: SalesRelatedPartiesMember

 strn: SalesRelatedPartiesMember

 strn: CostOfSaleMember

 strn: CostOfSaleMember

 strn: CostOfSalesRelatedPartiesMember

 strn: CostOfSalesRelatedPartiesMember

 strn: CustomerOneMember
 us-gaap: CustomerConcentrationRiskMember

 strn: CustomerTwoMember
 us-gaap: CustomerConcentrationRiskMember

 strn: CustomerOneMember
 us-gaap: SalesRevenueNetMember
 us-gaap: CustomerConcentrationRiskMember

 strn: CustomerOneMember
 us-gaap: CustomerConcentrationRiskMember

 strn: RelatedPartyReceivablesMember

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel3Member

 us-gaap: FairValueInputsLevel3Member

 us-gaap: MoneyMarketFundsMember

 us-gaap: MoneyMarketFundsMember

 strn: CorporateBondsMember

 strn: CorporateBondsMember

 strn: MutualFundsMember

 strn: MutualFundsMember

 strn: USTreasuryBillsMember

 strn: USTreasuryBillsMember

 us-gaap: MoneyMarketFundsMember

 us-gaap: MoneyMarketFundsMember

 strn: CorporateBondsMember

 strn: CorporateBondsMember

 strn: MutualFundsMember

 strn: MutualFundsMember

 strn: USTreasuryBillsMember

 strn: USTreasuryBillsMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: LeaseholdImprovementsMember

 us-gaap: OfficeEquipmentMember

 us-gaap: OfficeEquipmentMember

 us-gaap: SoftwareAndSoftwareDevelopmentCostsMember

 us-gaap: SoftwareAndSoftwareDevelopmentCostsMember

 us-gaap: TransportationEquipmentMember

 us-gaap: TransportationEquipmentMember

 2024-10-01

 us-gaap: CustomerListsMember

 us-gaap: CustomerListsMember

 strn: TotalIntangibleAssetsCustomerListsNetMember

 strn: TotalIntangibleAssetsCustomerListsNetMember

 us-gaap: TradeNamesMember

 us-gaap: TradeNamesMember

 strn: TotalIntangibleAssetsTradeNameMember

 strn: TotalIntangibleAssetsTradeNameMember

 strn: ReleaseAgreementMember

 strn: GAPPurchasePriceMember

 strn: GanderGroupAcquisitionMember

 strn: GanderGroupAcquisitionMember

 strn: GanderGroupAssetsAcquisitionMember

 strn: FirstInstallmentMember

 strn: SecondInstallmentMember

 strn: ThirdInstallmentMember

 strn: FourthInstallmentMember

 strn: TRMillerPurchaseAgreementMember

 strn: GanderGroupAcquisitionMember

 strn: NotePayableLineOfCreditMember

 strn: PromotionalProductsDropshippingMember

 strn: PromotionalProductsDropshippingMember

 strn: PromotionalProductsBulkDropshippingMember

 strn: PromotionalProductsBulkDropshippingMember

 strn: PromotionalProductsCompanyOwnedInventoryMember

 strn: PromotionalProductsCompanyOwnedInventoryMember

 strn: CasinoContinuityProgramMember

 strn: CasinoContinuityProgramMember

 strn: PromotionalProductsThirdpartyDistributorMember

 strn: PromotionalProductsThirdpartyDistributorMember

 strn: RedemptionCodeProgramMember

 strn: RedemptionCodeProgramMember

 strn: RewardsProgramMember

 strn: RewardsProgramMember

 strn: AdditionalServicesMember

 strn: AdditionalServicesMember

 strn: QuincyMAMember
 strn: FootOfficeSpaceMember

 2020-05-31

 2020-06-01

 strn: QuincyMAMember

 2020-05-31
 2020-05-31

 strn: QuincyMAMember

 strn: TomballTXMember
 strn: FootOfficeSpaceMember

 2023-02-01

 2023-02-01

 strn: TomballTXMember

 2023-02-01
 2023-02-01

 strn: TomballTXMember

 strn: WalpoleMAMember
 strn: FootOfficeSpaceMember

 2023-05-31

 2023-06-01

 strn: WalpoleMAMember

 2023-05-31
 2023-05-31

 strn: WalpoleMAMember

 strn: IrvineCAMember
 strn: FootOfficeSpaceMember

 2021-03-09

 2021-04-01

 strn: IrvineCAMember

 2021-03-09
 2021-03-09

 strn: IrvineCAMember

 us-gaap: IPOMember

 us-gaap: IPOMember

 us-gaap: IPOMember

 us-gaap: IPOMember

 strn: PrivatePlacementWarrantsMember

 strn: PIPEWarrantsMember

 strn: PIPEWarrantsMember

 strn: PIPEWarrantsMember

 2022-02-21
 2022-02-21

 strn: StockholdersEquityMember

 strn: StockholdersEquityMember

 strn: TwoThousandTwentyOnePlanMember

 srt: MinimumMember
 us-gaap: RestrictedStockUnitsRSUMember

 srt: MaximumMember
 us-gaap: RestrictedStockUnitsRSUMember

 strn: SegmentSellingExpensesMember

 strn: SegmentSellingExpensesMember

 strn: SegmentSellingExpensesMember

 us-gaap: AllOtherSegmentsMember

 us-gaap: AllOtherSegmentsMember

 us-gaap: AllOtherSegmentsMember

 strn: EngageExcelEnterprisesIncMember

 strn: InnovativeGeneticsIncMember

 strn: InnovativeGeneticsIncMember

 strn: InnovativeGeneticsIncMember

 us-gaap: SubsequentEventMember

 2025-01-10
 2025-01-10

 srt: MinimumMember
 us-gaap: SubsequentEventMember

 2025-01-10

 srt: MaximumMember
 us-gaap: SubsequentEventMember

 2025-01-10

 utr:sqm