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): February 9, 2022 (February 9, 2022)

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 Disclosure

On February 9, 2022, the Company issued a press release entitled “Starco Brands (STCB) Announces National Retail Distribution of Whipshots^TM^.” 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 and Exhibit 99.1, 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_333119.htm

EXHIBIT 99.1

Starco Brands (STCB) Announces National Retail Distribution of Whipshots**^TM^**

Whipshots^TM^ to hit retail shelves starting this month

Santa Monica, CA (February 9, 2022) — Starco Brands today announced that Whipshots ^TM^, the groundbreaking vodka-infused whipped cream in partnership with global recording artist Cardi B, has launched its national retail program with their current distributor RNDC (Republic National Distributing Company). Their strategic expansion into retail includes both digitaly native instant-delivery and traditional brick and motar retailers, making the highly-demanded product available to the broader mass retail consumer market.

Following an unprecedented launch in December 2021, and being hailed as one of the largest consumer product launches of 2021, Whipshots^TM^ is launching its retail expansion. As of this month, Whipshots is available for purchase at GoPuff, BevMo, Liquor Barn, and Total Wines and Spirits in California, Colorado, Washington and Florida, with additional regions anticipated to be added monthly. Whipshots^TM^ will initially be available for retail purchase in 50mL ($5.99) and 200mL ($14.99) sizes in all three flavors: vanilla, caramel and mocha.

“This is the result of an incredibly well-thought-out launch and now retail strategy that has been executed by a truly wonderful and brilliant team,” says Ross Sklar, CEO of Starco Brands. “The strategic alignment with our production, distributors and retail partners, along with our disruptive marketing initiatives both online and in store, accelarates our distribution allowing us to finally meet our overwhelming demand.”

A luxurious addition to any cocktail or dessert, Whipshots^TM^ has 10% Alc./Vol, does not require refrigeration, and is unique in the spirits market.

Starco Brands prides itself on only commercializing behavior-changing products and technologies. Together with its retail partners, Starco Brands is making Whipshots^TM^ easily accessible to consumers, so more people in more places can party like Cardi.

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 launched 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.

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 makes 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 servicesand our ability to successfully launch new products. 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