8-K

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): November 12, 2021 (November 11, 2021)

STARCO BRANDS, INC.

(Exact name of Company as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

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 (See General Instruction A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01  Regulation FD

On November 11, 2021, the Company issued a press release entitled “Starco Brands (STCB) and Republic National Distilling Company (RNDC) Partner to Bring Whipshots^TM^ Vodka Infused Whipped Cream to the North America Market.” The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto contains certain statements that are, or may be deemed to be, “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 included in this Current Report on Form 8-K, other than statements that relate solely to historical fact, are “forward-looking statements.” Such statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events, or any statement that may relate to strategies, plans or objectives for, or potential results of, future operations, financial results, financial condition, business prospects, growth strategy or liquidity, and are based upon management’s current plans and beliefs or current estimates of future results or trends. Forward-looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed,” “should be” and other similar expressions that denote expectations of future or conditional events rather than statements of fact.

These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_306326.htm

EXHIBIT 99.1

Starco Brands (STCB) and Republic National Distilling Company (RNDC) Partner to Bring Whipshots ^TM^ Vodka Infused Whipped Cream to the North America Market

Whipshots^TM^ To Launch with Distribution Partner RNDC

Santa Monica, CA (November 11, 2021) — **** Today, Starco Brands announced that it has signed a national agreement with world-class alcohol distributor RNDC for distribution of Whipshots ^TM^. Whipshots™ is a vodka-infused whipped cream that adds a playful shot of sophistication to any drink, dessert, or party.

This strategic partnership brings a cutting-edge spirits product to market with one of the most respected distributors in the industry. Whipshots™ will be able to leverage RNDC’s national network, with distribution competencies in retail and hospitality, ensuring a significant market presence.

“We’re excited to bring Whipshots^TM^ into our portfolio at RNDC,” says Mike Young, RNDC Sr. Vice President of Supplier Business Development, Spirits. “The product is truly one of a kind, and we look forward to supporting the innovation and disruption that Whipshots^TM^ is poised to bring to the spirits industry.”

RNDC is one of the largest distributors of wine, spirits, and CBD in the nation with distribution across 38 markets and a valuation of $11B. RNDC serves as a brand-building and product expert liaison between suppliers and those who sell or serve alcoholic beverages. Customer service, product expertise, and executional excellence are the hallmarks of the company's enduring success.

“We conducted a great amount of research at this level and couldn’t be more excited to partner with RNDC,” says Ross Sklar, CEO of Starco Brands. “RNDC’s overall expertise, expansive network and thoughtfulness when it comes to building brands will be invaluable to Whipshots^TM^. We are thrilled to join forces to bring this behavior-changing product to even more consumers.”

Starco Brands is a disruptive and scaling company that prides itself on only commercializing products and technologies that are truly behavior changing. Whipshots^TM^, with the support of partner RNDC, is shaping up to be the most anticipated launch in the spirits industry and is truly poised to shake up the vertical. Follow @whip_shots and visit Whipshots.com for more information.

About Whipshots^TM^

Developed by Starco Brands, Whipshots^TM^ is a first-of-its-kind alcoholic whipped cream that is a party in a can and will launch in 2021 with Partner Cardi B. Whipshots^TM^ is a playful shot of sophistication that will indulge your curiosity and senses. The boozy whipped cream is non-dairy (contains caseinate), does not require refrigeration and can be found next to other spirits at retail locations and behind the bar. Follow Whipshots^TM^ @whip_shots and visit whipshots.com for more information leading up to launch.

About Starco Brands

Starco Brands (STCB) is an innovative branded consumer packaged goods company focused on technological innovation that changes the current landscape for the better. Starco Brands invents cutting-edge brands that change our behavior. Starco Brands is a public company for the public and develops products across a variety of categories including: Household Cleaning, Personal Care, OTC, Food, Beverage & Spirits and DIY Hardware. For more information about Starco Brands, please visit www.starcobrands.com.

Forward-Looking Statements

Any statements in this press release about the Company’s future expectations, plans and prospects, including statements about our financing strategy, future operations, future financial position and results, market growth, new product launches and product growth, total revenue, as well as other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar expressions, constitute forward-looking statements within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the Company’s forward-looking statements, and you should not place undue reliance on the Company’s forward-looking statements. All forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.

Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward looking statements the Company make as a result of a variety of risks and uncertainties, including risks related to the Company’s estimates regarding the potential market opportunity for the Company’s current and future products and services, the impact of the COVID-19 pandemic, the competitive nature of the industries in which we conduct our business, general business and economic conditions, our ability to acquire suitable businesses, our ability to successfully launch new products and seize market share, the Company’s expectations regarding the Company’s sales, expenses, gross margins and other results of operations, and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s public filings with the Securities and Exchange Commission on Form 10-K for the year ended December 31, 202020 and our subsequent interim reports on Form 10-Q and 8-K. Copies of our SEC filings are available on our website at www.starcobrands.com. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date hereof. The Company anticipates that subsequent events and developments may cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof

MEDIA CONTACT:

Ariel Moses l Rogers & Cowan PMK

Whipshots@rogersandcowanpmk.com