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Form 8-K

sec.gov

8-K — Stran & Company, Inc.

Accession: 0001213900-26-087819

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0001872525

SIC: 7311 (SERVICES-ADVERTISING AGENCIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301434-8k_stran.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 11, 2026 (ea030143401ex99-1.htm)

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2026-08-11

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2026-08-11

2026-08-11

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SWAG:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf4.81375Member

2026-08-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 11, 2026

STRAN & COMPANY, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-41038

04-3297200

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

500

Victory Road, Suite 301, Quincy, MA

02171

(Address of principal executive offices)

(Zip Code)

800-833-3309

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.0001 per share

SWAG

The Nasdaq Stock Market LLC

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

SWAGW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 2.02 Results of

Operations and Financial Condition.

On August 11, 2026, Stran & Company,

Inc. (the “Company” or “Stran”) issued a press release announcing its financial results for the three and six

months ended June 30, 2026 and providing a business update. The press release also announced that the Company will hold a conference call

at 10:00 a.m. Eastern Time on August 12, 2026 to discuss the Company’s financial results, the Company’s corporate progress

and other developments. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished

pursuant to this Item 2.02 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933,

as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

The press release attached

as Exhibit 99.1 hereto contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section

21E of the Exchange Act. All statements, other than statements of historical fact, contained in the press release are forward-looking

statements. Forward-looking statements contained in the press release may be identified by the use of words such as “anticipate,”

“believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,”

“seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,”

“target,” “aim,” “should,” "will,” “would,” or the negative of these words

or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in the press

release include, but are not limited to, the Company’s belief that it is building a sustainably profitable business; the Company’s

expectation that a new contract with a leading construction solutions provider will generate nearly seven figures in annual revenue; the

Company’s expectations regarding revenue contributions from the onboarding of an industry veteran with a book of business focused

on the gaming market; the Company’s belief that its Stran Loyalty Solutions, LLC (“SLS”) segment’s trajectory

toward sustainable profitability remains firmly intact; the Company’s belief that its growing enterprise pipeline, diversified customer

base of more than 2,000 active clients, and strong balance sheet position it well for the balance of 2026; the Company’s commitment

to expanding both its Stran and SLS segments; the Company’s intention to pursue disciplined acquisition opportunities when appropriate;

and the Company’s goal of delivering sustainable, long-term value for its customers and shareholders. These forward-looking statements

are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company.

There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking

statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) and other assumptions that

may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to: the Company’s ability to achieve or sustain profitability, including

in its SLS segment; the Company’s ability to retain key clients and secure new client engagements, including realizing expected

revenue from new contracts and personnel; the Company’s dependence on a limited number of significant clients; the Company’s

ability to expand its Stran and SLS segments as planned; changes in demand for promotional products, branded merchandise, and loyalty

incentive programs; the Company’s ability to manage its growth effectively; the impact of general economic conditions, including

inflation, supply chain disruptions, and changes in consumer and corporate spending; increased competition in the promotional products

industry; the Company’s ability to identify, complete, and successfully integrate acquisitions; the Company’s ability to attract

and retain qualified personnel; risks associated with goodwill and intangible asset impairment; and fluctuations in the Company’s

quarterly and annual results of operations. These and other risks and uncertainties are described more fully in the section titled “Risk

Factors” in the Company’s Annual Report on Form 10-K and in the Company’s other periodic reports filed with the Securities

and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions

prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company cautions

investors not to place undue reliance on any forward-looking statements contained in the press release. Forward-looking statements speak

only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as

a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release dated August 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: August 11, 2026

STRAN & COMPANY, INC.

/s/ Andrew Shape

Name:

Andrew Shape

Title:

President and Chief Executive Officer

2

EX-99.1 — PRESS RELEASE DATED AUGUST 11, 2026

EX-99.1

Filename: ea030143401ex99-1.htm · Sequence: 2

Exhibit

99.1

Stran

& Company Reports $33.4 Million in Revenue and $0.6 Million in EBITDA for the Second Quarter of 2026

Conference

Call to be Held Wednesday, August 12, 2026 at 10:00 a.m. Eastern Time

Quincy,

MA / August 11, 2026 / Stran & Company, Inc. (“Stran” or the “Company”) (NASDAQ: SWAG) (NASDAQ: SWAGW), a

leading outsourced marketing solutions provider that leverages its promotional products and loyalty incentive expertise, today announced

its financial results for the three and six months ended June 30, 2026, and provided a business update. Management will host a conference

call at 10:00 a.m. Eastern Time on Wednesday, August 12, 2026.

Second

Quarter Financial Highlights

● Sales:

$33.4 million, up 2.4% year-over-year

● Gross

Profit: $10.0 million, up 1.6% year-over-year

● Net

Income: $0.3 million

● EBITDA:

$0.6 million

● Cash,

Cash Equivalents and Investments: $12.6 million as of June 30, 2026

First-Half

2026 Financial Highlights

● Sales:

$64.6 million, up 5.4% year-over-year

● Gross

Profit: $19.7 million, up 7.2% year-over-year

● Net

Income: $1.1 million

● EBITDA:

$1.6 million

“The

first half of 2026 represents the strongest six-month period in Stran’s history as a public company,” said Andy Shape, Chief

Executive Officer of Stran. “Revenue grew 5.4% to $64.6 million, gross profit increased 7.2% to $19.7 million, and we delivered

net income of $1.1 million compared to $0.3 million in the first half of 2025. EBITDA more than doubled to $1.6 million from $0.7 million.

These results demonstrate the operating leverage embedded in our platform and the progress we have made in building a sustainably profitable

business.”

“Our

core Stran segment continued to be the primary growth engine in the second quarter, with revenue increasing 6.9% year-over-year to $23.3

million and gross margin of 32.5%. We expanded our enterprise footprint during the quarter with a new contract with a leading construction

solutions provider expected to generate nearly seven figures in annual revenue and the onboarding of an industry veteran with a book

of business focused on the gaming market. Our Stran Loyalty Solutions, LLC (“SLS”) segment continued to improve operationally,

increasing gross profit 7.8% to $2.5 million and nearly doubling operating income to $443 thousand, with gross margin expanding to 24.3%

from 21.0% in the prior-year period. While the timing of customer orders created some variability in SLS revenue, the segment’s

trajectory toward sustainable profitability remains firmly intact.”

“During

the second quarter, we also resumed share repurchase activity under our $10 million authorized program, repurchasing and retiring

approximately 131,000 shares at a cost of $272,000. Since program inception in May 2022, the Company has repurchased a total of 2.3

million shares for $4.2 million at a weighted-average price of $1.81 per share. We were also pleased to advance to No. 21 on the

2026 ASI Counselor Top 40 Distributors list, up from No. 23 in 2025.”

“Looking

ahead, our growing enterprise pipeline, diversified customer base of more than 2,000 active clients including over 30 Fortune 500 companies,

and a strong balance sheet with approximately $12.6 million in cash, cash equivalents and investments position us well for the balance

of 2026. We remain committed to expanding both our Stran and SLS segments, pursuing disciplined acquisition opportunities when appropriate,

and delivering sustainable, long-term value for our customers and shareholders.”

Financial

Results for the Three Months Ended June 30, 2026

● Total

sales increased 2.4% to $33.4 million for the three months ended June 30, 2026, from $32.6

million for the three months ended June 30, 2025. Sales by our Stran segment increased 6.9%

to $23.3 million for the three months ended June 30, 2026 from $21.8 million for the three

months ended June 30, 2025. Sales by our SLS segment were $10.1 million for the three months

ended June 30, 2026, compared to $10.8 million for the three months ended June 30, 2025.

● Gross

profit increased 1.6% to $10.0 million for the three months ended June 30, 2026 compared

to the prior year period. Gross profit margin was 30.0% for the three months ended June 30,

2026 compared to 30.3% in the prior year period. Gross profit for the Stran segment was $7.6

million, with a gross margin of 32.5%. Gross profit for the SLS segment increased 7.8% to

$2.5 million, with a gross margin of 24.3%, compared to 21.0% in the prior year period.

● Total

operating expenses were $9.9 million for the three months ended June 30, 2026, compared to

$9.5 million for the three months ended June 30, 2025. As a percentage of sales, total operating

expenses were 29.8% for the three months ended June 30, 2026, compared to 29.1% for the three

months ended June 30, 2025.

● Net

income was $0.3 million for the three months ended June 30, 2026, compared to net income

of $0.6 million for the three months ended June 30, 2025.

● EBITDA

was $0.6 million for the three months ended June 30, 2026, compared to $0.9 million in the

prior year period.

Financial

Results for the Six Months Ended June 30, 2026

● Total

sales increased 5.4% to $64.6 million for the six months ended June 30, 2026, from $61.3

million for the six months ended June 30, 2025. Sales by our Stran segment increased 9.3%

to $46.7 million for the six months ended June 30, 2026 from $42.7 million for the six months

ended June 30, 2025. Sales by our SLS segment were $17.9 million for the six months ended

June 30, 2026 compared to $18.6 million for the six months ended June 30, 2025.

● Gross

profit increased 7.2% to $19.7 million for the six months ended June 30, 2026 compared to

the prior year period. Gross profit margin increased to 30.4% for the six months ended June

30, 2026 from 30.0% in the prior year period. Gross profit for the Stran segment increased

to $15.0 million, with a gross margin of 32.1%. Gross profit for the SLS segment increased

18.5% to $4.7 million, with a gross margin of 26.2%, compared to 21.4% in the prior year

period.

● Total

operating expenses were $18.9 million for the six months ended June 30, 2026, compared to

$18.5 million for the six months ended June 30, 2025. As a percentage of sales, total operating

expenses decreased to 29.3% for the six months ended June 30, 2026, from 30.2% for the six

months ended June 30, 2025.

● Net

income was $1.1 million for the six months ended June 30, 2026, compared to net income of

$0.3 million for the six months ended June 30, 2025, an increase of more than 300%.

● EBITDA

was $1.6 million for the six months ended June 30, 2026, compared to $0.7 million in the

prior year period, an improvement of $0.8 million or approximately 115%.

2

Conference

Call

Management

will host a conference call at 10:00 A.M. Eastern Time on Wednesday, August 12, 2026, to discuss the Company’s financial results,

as well as the Company’s corporate progress and other developments.

The

conference call will be available via telephone by dialing toll free 888-506-0062 for U.S. callers or +1 973-528-0011 for international

callers and using entry code: 544325. A webcast of the call may be accessed at https://www.webcaster5.com/Webcast/Page/2855/54303

or on the Investor Relations section of the Company’s website: ir.stran.com/news-events/ir-calendar.

A

webcast replay will be available on the Investor Relations section of the Company’s website (ir.stran.com/news-events/ir-calendar)

through August 12, 2027. A telephone replay of the call will be available approximately one hour following the call, through August 26,

2026, and can be accessed by dialing 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering conference

ID: 54303.

About

Stran

For

over 30 years, Stran has grown to become a leader in the promotional products industry, specializing in complex marketing programs to

help recognize the value of promotional products, branded merchandise, and loyalty incentive programs as a tool to drive awareness, build

brands and impact sales. Stran is the chosen promotional programs manager of many Fortune 500 companies, across a variety of industries,

to execute their promotional marketing, loyalty and incentive, sponsorship activation, recruitment, retention, and wellness campaigns.

Stran provides world-class customer service and utilizes cutting-edge technology, including efficient ordering and logistics technology

to provide order processing, warehousing and fulfillment functions. The Company’s mission is to develop long-term relationships

with its clients, enabling them to connect with both their customers and employees in order to build lasting brand loyalty. Additional

information about the Company is available at: www.stran.com.

Forward

Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements

of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press

release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,”

“estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,”

“potential,” “predict,” “project,” “target,” “aim,” “should,”

“will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking

statements contain these words. Forward-looking statements in this press release include, but are not limited to, the Company’s

belief that it is building a sustainably profitable business; the Company’s expectation that a new contract with a leading construction

solutions provider will generate nearly seven figures in annual revenue; the Company’s expectations regarding revenue contributions

from the onboarding of an industry veteran with a book of business focused on the gaming market; the Company’s belief that its

SLS segment’s trajectory toward sustainable profitability remains firmly intact; the Company’s belief that its growing enterprise

pipeline, diversified customer base of more than 2,000 active clients, and strong balance sheet position it well for the balance of 2026;

the Company’s commitment to expanding both its Stran and SLS segments; the Company’s intention to pursue disciplined acquisition

opportunities when appropriate; and the Company’s goal of delivering sustainable, long-term value for its customers and shareholders.

These forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and

their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the

Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s

control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied

by these forward-looking statements. These risks and uncertainties include, but are not limited to: the Company’s ability to achieve

or sustain profitability, including in its SLS segment; the Company’s ability to retain key clients and secure new client engagements,

including realizing expected revenue from new contracts and personnel; the Company’s dependence on a limited number of significant

clients; the Company’s ability to expand its Stran and SLS segments as planned; changes in demand for promotional products, branded

merchandise, and loyalty incentive programs; the Company’s ability to manage its growth effectively; the impact of general economic

conditions, including inflation, supply chain disruptions, and changes in consumer and corporate spending; increased competition in the

promotional products industry; the Company’s ability to identify, complete, and successfully integrate acquisitions; the Company’s

ability to attract and retain qualified personnel; risks associated with goodwill and intangible asset impairment; and fluctuations in

the Company’s quarterly and annual results of operations. These and other risks and uncertainties are described more fully in the

section titled “Risk Factors” in the Company’s Annual Report on Form 10-K and in the Company’s other periodic

reports filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should

any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking

statements. The Company cautions investors not to place undue reliance on any forward-looking statements contained in this press release.

Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities

laws.

Contacts:

Investor

Relations Contact:

Crescendo

Communications, LLC

Tel:

(212) 671-1021

SWAG@crescendo-ir.com

Press

Contact:

Howie

Turkenkopf

press@stran.com

3

CONDENSED

CONSOLIDATED BALANCE SHEETS

(in

thousands, except share and per share amounts)

June 30,

2026

December 31,

2025

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 7,408

$ 6,753

Investments

5,191

4,872

Accounts receivable, net

20,274

17,252

Inventory

10,776

7,621

Prepaid corporate taxes

39

Prepaid expenses

2,510

1,778

Deposits

843

363

Other current assets

2

Total current assets

47,041

38,641

Property and equipment, net

1,615

1,944

OTHER ASSETS:

Intangible assets - customer lists, net

3,446

3,690

Intangible assets - trade name

654

654

Goodwill

2,321

2,321

Other assets

53

Right of use assets

1,773

2,045

Total other assets

8,194

8,763

Total assets

$ 56,850

$ 49,348

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable and accrued expenses

$ 11,205

$ 8,568

Accrued payroll and related

2,238

1,970

Unearned revenue

6,081

3,201

Rewards program liability

3,000

1,500

Sales tax payable

350

327

Current portion of contingent earn-out liabilities

274

105

Current portion of installment payment liabilities

190

230

Current portion of vehicle loan

29

Current portion of lease liabilities

582

602

Total current liabilities

23,949

16,503

LONG-TERM LIABILITIES:

Long-term contingent earn-out liabilities

455

Long-term installment payment liabilities

147

Long-term lease liabilities

1,428

1,695

Long-term vehicle loan

5

47

Total long-term liabilities

1,433

2,344

Total liabilities

25,382

18,847

Commitments and contingencies (Note F)

STOCKHOLDERS’ EQUITY:

Preferred stock, $0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,639,589 and 18,508,157 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

2

2

Additional paid-in capital

37,847

37,925

Accumulated deficit

(6,436 )

(7,489 )

Accumulated other comprehensive income

55

63

Total stockholders’ equity

31,468

30,501

Total liabilities and stockholders’ equity

$ 56,850

$ 49,348

4

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(in

thousands, except share and per share amounts)

(unaudited)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

Sales

$ 33,358

$ 32,577

$ 64,607

$ 61,271

Cost of sales

23,336

22,708

44,942

42,920

GROSS PROFIT

10,022

9,869

19,665

18,351

OPERATING EXPENSES:

General and administrative expenses

9,936

9,474

18,934

18,491

Total operating expenses

9,936

9,474

18,934

18,491

INCOME (LOSS) FROM OPERATIONS

86

395

731

(140 )

OTHER INCOME:

Other income (expense), net

165

285

243

280

Interest income

67

77

134

119

Realized gain on investments

10

10

67

Total other income

242

362

387

466

INCOME BEFORE INCOME TAXES

328

757

1,118

326

Provision for income taxes

19

114

65

76

NET INCOME

$ 309

$ 643

$ 1,053

$ 250

NET INCOME PER COMMON SHARE

Basic

$ 0.02

$ 0.03

$ 0.06

$ 0.01

Diluted

$ 0.02

$ 0.03

$ 0.06

$ 0.01

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

Basic

18,725,024

18,592,339

18,679,433

18,600,373

Diluted

18,756,935

18,596,826

18,713,633

18,603,432

5

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX

MONTHS ENDED JUNE 30, 2026 AND 2025

(in

thousands)

(unaudited)

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 1,053

$ 250

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

585

521

Noncash operating lease expense

332

537

Noncash earnout liability adjustment

(200 )

Provision for credit losses

159

598

Noncash interest accretion

13

23

Stock-based compensation

194

40

Realized gain on short-term investment

(10 )

Changes in operating assets and liabilities:

Accounts receivable, net

(3,181 )

(4,569 )

Accounts receivable – related parties, net

172

Inventory

(3,155 )

(1,347 )

Prepaid corporate taxes

(39 )

29

Prepaid expenses

(732 )

(82 )

Deposits

(480 )

(44 )

Other assets

55

252

Accounts payable and accrued expenses

2,637

590

Accrued payroll and related

269

531

Unearned revenue

2,880

395

Rewards program liability

1,500

3,000

Sales tax payable

22

(38 )

Corporate taxes payable

9

Operating lease liabilities

(347 )

(333 )

Net cash provided by operating activities

1,555

534

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to property and equipment

(21 )

(202 )

Proceeds from sale of investments

600

4,400

Purchase of investments

(918 )

(493 )

Net cash (used in) provided by investing activities

(339 )

3,705

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of contingent earn-out liabilities

(86 )

(151 )

Payment of installment payment liabilities

(200 )

(230 )

Payment for stock repurchase

(272 )

(146 )

Repayment of vehicle loan

(3 )

Net cash used in financing activities

(561 )

(527 )

NET CHANGE IN CASH AND CASH EQUIVALENTS

655

3,712

CASH AND CASH EQUIVALENTS - BEGINNING

6,753

9,358

CASH AND CASH EQUIVALENTS - ENDING

$ 7,408

$ 13,070

6

Non-GAAP

Financial Measures

EBITDA is

a numerical measure that the Company believes helps investors to compare its operating performance to that of other companies.

“EBITDA” is defined as net income (loss) excluding interest income/expense, income tax expense and depreciation and

amortization expense. The Company believes EBITDA is an important measure of operating performance because it allows management,

investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the

impact of the Company’s capital structure (interest income/expense), (ii) tax consequences and (iii) asset base (depreciation

and amortization). EBITDA is a “non-GAAP financial measure” as defined under Regulation G under the Exchange Act.

EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operating activities or any other

measure determined in accordance with GAAP. The items excluded to calculate EBITDA are significant components in understanding and

assessing the Company’s results of operations. The Company’s EBITDA may not be comparable to a similarly titled measure

of another company because other entities may not calculate EBITDA in the same manner.

The

following table presents the reconciliation of EBITDA to its most comparable GAAP measure, net income (loss), as reported (unaudited):

RECONCILIATION

OF NET INCOME TO EBITDA

THREE

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(in

thousands)

(unaudited)

For the Three Months Ended

June 30,

For the Six Months Ended

June 30,

2026

2025

2026

2025

Net Income (GAAP)

$ 309

$ 643

$ 1,053

$ 250

Interest income

(67 )

(77 )

(134 )

(119 )

Provision for income taxes

19

114

65

76

Depreciation and amortization

290

249

585

521

EBITDA

$ 551

$ 929

$ 1,569

$ 728

7

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