Non Reliance of Financial Report Form 8 K

In connection with the re-audit of the financial statements of Stran & Company, Inc. (the "Company"), as of and for the fiscal year ended December 31, 2023, which were previously audited by the Company's prior independent registered public accounting firm, BF Borgers CPA PC, the Company, in consultation with the Company's current independent registered public accounting firm, Marcum LLP, has identified certain accounting errors relating to compliance with U.S. GAAP in connection with the Company's accounting of certain assets and liabilities as well as acquisition accounting. More specifically, the errors relate primarily to the improper inclusion of certain amounts as accounts receivable and unearned revenues, as well as the incorrect accounting of certain transactions as asset acquisitions that would properly be accounted for as business combinations. The Company is currently undertaking a review of related financial statement line items, notes to the financial statements, and related accounting policies to ensure U.S. GAAP compliance. The Company is currently unable to determine whether this review will result in further corrections being required.

On September 10, 2024, the Audit Committee of the Board of Directors (the "Audit Committee") of the Company, in consultation with the Company's management, concluded that the Company's previously issued audited consolidated financial statements and the notes thereto as of and for the fiscal years ended December 31, 2023 and December 31, 2022 included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed with the Securities and Exchange Commission (the "SEC"), as well as the Company's previously issued unaudited condensed consolidated financial statements and the notes thereto as of and for the fiscal periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, and September 30, 2023 included in the Company's Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2023, June 30, 2023, and September 30, 2023 that were filed with the SEC (collectively, the "Subject Periods"), contained the accounting errors set forth above. As a result of these errors, the Audit Committee concluded that the Company's consolidated financial statements and the notes thereto for the Subject Periods should no longer be relied upon and should be restated. Similarly, any previously issued or filed reports, press releases, earnings releases, investor presentations or other communications of the Company describing the Company's financial results or other financial information relating to the Subject Periods should no longer be relied upon. Additionally, the reports of BF Borgers CPA PC, the Company's prior independent registered public accounting firm, on the Company's consolidated financial statements and the notes thereto as of and for the fiscal years ended December 31, 2023 and December 31, 2022 likewise should no longer be relied upon.

As a result of the foregoing accounting errors, the Company intends to restate its consolidated financial statements and the notes thereto in amendments to be filed with the SEC of the Company's prior Annual Report on Form 10-K for the fiscal year ended December 31, 2023 previously filed with the SEC, and to restate its unaudited condensed consolidated financial statements and the notes thereto for the fiscal periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, and September 30, 2023 in amendments to be filed with the SEC to the Company's prior Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2023, June 30, 2023, and September 30, 2023 previously filed with the SEC (collectively, the "Amended Reports"). The adjustments to such financial statement items will be set forth through expanded disclosure in the financial statements and the notes thereto included in the Amended Reports, including further description of the restatements and their impact on previously reported amounts.

In light of the foregoing accounting errors and prescribed restatements, the Company's management is assessing the effectiveness of the Company's internal control over financial reporting and its disclosure controls and procedures with respect to each of the Subject Periods. If the Company's management determines that the Company's internal control over financial reporting or its disclosure controls and procedures were not effective with respect to any of the Subject Periods, then the applicable Amended Reports will include appropriate disclosures of the nature of each of the material weaknesses that existed in these respects and the changes that the Company has implemented or will implement to remediate the identified material weaknesses.

The Company does not believe that the foregoing corrections will have any impact on the Company's cash position or overall business.

Although the Company cannot at this time estimate when it will file the Amended Reports, it is diligently pursuing completion of the restatements and intends to make such filings as soon as reasonably practicable.