Stephan : Annual Report 2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

The Stephan Co

A Florida Corporation

________________________________

2211 Reach Road, Suite B4, Williamsport,

Pennsylvania 33610

800-545-5300

www.thestephanco.com

[e-mail]

2844

Annual Report

For the Period Ending: December 31, 2021

(the "Reporting Period")

As of December 31, 2021 the number of shares outstanding of our Common Stock was: 4,068,051

As of September 30, 2021 the number of shares outstanding of our Common Stock was: 4,068,051

As of December 30, 2020 the number of shares outstanding of our Common Stock was: 4,068,051

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐ No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

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1. Name of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

The Stephan Co. a Florida corporation, was formed in 1952 and was reorganized in 1960 through a merger of the Stephan Cosmetic Corp., a California corporation; Stephan Products, Inc., a Massachusetts corporation; and Stepaco, Inc. a California corporation; into The Stephan Co. The predecessor company of Stephan Products, Inc., one of the merger partners, was organized in Massachusetts in 1897.

Effective December 31, 2015, the Company went through a reorganization to close out all of its dormant entities. Entities remaining after the reorganization in 2016 are The Stephan Company, Bowman Beauty & Barber Supply, Inc. and Morris Flamingo-Stephan, Inc.

In September 2017, the Company completed the acquisition of MD Barber Supply, LLC, a distributor of barber supplies and specialized products for the barber and consumer beauty industry.

In November 2018, the Company purchased inventory, assets, patents and trademarks that are used in connection with the business of the BarberMate Brand through an asset purchase agreement.

In July 2019, the Company purchased inventory, assets, patents and trademarks that are used in connection with the business of the Stix Fix and Pomade brand through an asset purchase agreement.

In June 2020, the Company purchased inventory, assets, patents and trademarks that are used in connection with the business of the Norva Barber Supply through an asset purchase agreement.

In October 2021, the company acquired the assets of 614 Barber Supply, the leading wholesale barber supply distributor in the Columbus, OH Metropolitan Area, which was formerly known as Columbus Barber and Beauty Supply.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

May 29, 1952, Florida, Active

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

No

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

In October 2021, the company acquired the assets of 614 Barber Supply, the leading wholesale barber supply distributor in the Columbus, OH Metropolitan Area, which was formerly known as Columbus Barber and Beauty Supply.

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The address(es) of the issuer's principal executive office:

2211 Reach Road, Suite B4, Williamsport, Pennsylvania 33610

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address:

2211 Reach Road, Suite B4, Williamsport, Pennsylvania 33610

3590 Fishinger Blvd, Hilliard, OH 43026

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

None

1. Security Information

Trading symbol:	SPCO. PK
Exact title and class of securities outstanding: Common Stock
CUSIP:		858603103
Par or stated value:	$0.01
Total shares authorized:	25,000,000	as of date: 12/31/2021
Total shares outstanding:	4,068,051	as of date: 12/31/2021
Number of shares in the Public Float2:	2,007,478	as of date: 12/31/2021
Total number of shareholders of record:	216	as of date: 12/31/2021
Transfer Agent
Name:	American Stock Transfer & Trust Company, LLC
Phone:	800-934-5449
Email:	[e-mail]

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ No: ☐

1. Issuance History

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

3

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1. Changes to the Number of Outstanding Shares

Shares Outstanding as of Second Most
Recent Fiscal Year End:
Balance		Opening
Date 01/01/2018	Common:
3,993,020
		Preferred: Nil
	Transaction				Were the	Individual/ Entity	Reason for share
			Value of	shares issued	Restrict
Date of	type (e.g. new	Number of		shares	at a discount	Shares were issued	issuance (e.g. for	ed or	Exemption or
issuance,		Shares	Class of	issued	to market	to (entities must	cash or debt	Unrestri
Transactio	cancellation,	have individuals	conversion)	-	Registration
n	shares		Issued (or	Securities	($/per	price at the	with voting /	OR-	Nature	cted as	Type.
	returned to	cancelled)		share) at	time of	investment control	of Services		of this
			Issuance	issuance?		filing.
	treasury)				disclosed).	Provided
					(Yes/No)
	New						Joel Getz, Board	Directors
3/12/2018		5,000	Common	$2.60	No	Incentive Share
Issuance		of Director
						plan
	New						Jad Fakhry,	Directors
3/12/2018		3,500	Common	$2.60	No	Board of	Incentive Share
Issuance
						Director	plan
	New						Brian Harper,	Directors
3/12/2018		3,500	Common	$2.60	No	Board of	Incentive Share
Issuance
						Director	plan
	New						Lee Keedie,	Directors
3/12/2018		2,000	Common	$2.60	No	Former Board of	Incentive Share
Issuance
						Director	plan
	New						Benjamin Large,	Directors
3/12/2018		2,000	Common	$2.60	No	Board of	Incentive Share
Issuance
						Director	plan
	New						Curt Carlson,	Options
3/31/2018		5,062	Common			Former Board
Issuance				Exercised
						Member
								Company issued
	New						Eric Kiekbusch,	26,812 shares in
8/28/2018		26,812	Common		No	Former President	a cashless
Issuance
						of the company	exercise of
								50,000 options
12/10/2018	Stock		-1,500	Common
Repurchase
1/1/2019	Stock		-5,000	Common
Repurchase
2/1/2019	Share		-49	Common
Cancellation

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	New						Curt Carlson,
6/24/2019	5,000		Common			Former Board	Option Exercised
Issuance
						Member
8/27/2019	Stock	-1,150		Common
Repurchase
9/5/2019	Stock	-1,000		Common
Repurchase
9/17/2019	Stock	-400		Common
Repurchase
10/2/2019	Stock	-1,100		Common
Repurchase
10/31/2019	Stock	-1,100		Common
Repurchase
12/17/2019	Stock	-1,568		Common
Repurchase
12/4/2019	Stock	-26,812		Common
Repurchase
4/21/2020	Stock	-164		Common
Repurchase
							Joel Getz, Board	Directors
8/21/2020	Stock Grants	10,000		Common	$2.25	No	Incentive Share
	of Director
							plan
							Jad Fakhry,	Directors
8/21/2020	Stock Grants	10,000		Common	$2.25	No	Board of	Incentive Share
							Director	plan
							Brian Harper,	Directors
8/21/2020	Stock Grants	10,000		Common	$2.25	No	Board of	Incentive Share
							Director	plan
							Benjamin Large,	Directors
							Board of
8/21/2020	Stock Grants	30,000		Common	$2.25	No	Incentive Share
	Director, interim
							plan
							CEO
							Corey Cincotta,	Directors
8/21/2020	Stock Grants	2,000		Common	$2.25	No	VP of	Incentive Share
							Operations	plan
Shares Outstanding on Date of This
Report:
	Ending Balance:
Date 12/31/2021
	Common:	4,068,051
	Preferred: NIL

1. Debt Securities, Including Promissory and Convertible Notes
   NONE

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