Post-effective Amendment to Registration Statement (pos Am)
29 Juni 2023 - 10:41PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 29, 2023
Registration No. 333-261883
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STRAN & COMPANY, INC.
(Exact name of registrant as specified in its
charter)
Nevada |
|
7311 |
|
04-3297200 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
2 Heritage Drive, Suite
600
Quincy, MA 02171
800-833-3309
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Andrew Shape
Chief Executive Officer
2 Heritage Drive, Suite
600
Quincy, MA 02171
617-501-7423
(Names, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to: |
Louis A. Bevilacqua, Esq.
Bevilacqua PLLC
1050 Connecticut Avenue,
NW, Suite 500
Washington, DC 20036
(202) 869-0888 |
Approximate date of commencement of proposed
sale to the public: Not applicable.
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following
box. ☐
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 comply with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
DEREGISTRATION OF SECURITIES
On December 23, 2021, Stran & Company, Inc.
(the “Company”) filed a registration statement on Form S-1 (File No. 333-261883) (the “Registration Statement”).
The Registration Statement, as amended on January 5, 2022 by Amendment No. 1, was originally declared effective by the Securities and
Exchange Commission (the “SEC”) on January 5, 2022. The Registration Statement was further amended on May 9, 2022 by Post-Effective
Amendment No. 1 and on June 10, 2022 by Post-Effective Amendment No. 2 and declared effective by the SEC on June 16, 2022. The Registration
Statement, as amended, registered the issuance by the Company of up to 5,596,061 shares of
common stock, $0.0001 par value per share (the “Common Stock”), upon the exercise of warrants to purchase 5,596,061
shares of Common Stock, and the resale of 50,302 shares of Common Stock, by the selling securityholders identified in the prospectus included
in the Registration Statement. As disclosed in the Registration Statement, the Company was contractually obligated to file and maintain
the Registration Statement.
The Company has no further
obligation to maintain effectiveness of the Registration Statement. In accordance with an undertaking made by the Company in the Registration
Statement to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, this
Post-Effective Amendment No. 3 to the Registration Statement is being filed to terminate the effectiveness of the Registration Statement
and to remove from registration all securities registered but not sold or otherwise unissued under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Quincy, State of Massachusetts, on June 29, 2023.
|
STRAN & COMPANY, INC. |
|
/s/ Andrew Shape |
|
Name: Andrew Shape |
|
Title: Chief Executive Officer and President |
|
(Principal Executive Officer) |
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