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 2, 2021 (November 2, 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 Disclosure

On November 2, 2021, the Company issued a press release entitled “Starco Brands (STCB) Announces Rob Floyd as Chief Mixology Officer.” 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 press release was also filed on the Company's website. 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 Report, 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 8.01      Other Events.

The Company entered into a consulting agreement (the "Consulting Agreement") with Robert Floyd, pursuant to which Mr. Floyd will assume the title of Chief Mixology Officer for the Company. Under the Consulting Agreement, Mr. Floyd will provide consulting services related to the development and promotion of Company products. The Consulting Agreement is not deemed to constitute a material agreement under the provisions of regulation S-K as promulgated by the U.S. Securities and Exchange Commission.

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_299276.htm

Exhibit 99.1

Starco Brands (STCB) Announces Rob Floyd as Chief Mixology Officer

Renowned Mixologist and Performer Rob Floyd to Join the Company, Leading with the Upcoming Launch of Whipshots^TM^

Santa Monica, CA (November 2, 2021) — **** Today, Starco Brands is proud to announce the appointment of Rob Floyd as Chief Mixology Officer. A new addition to the team, Floyd will bring a new level of valuable industry knowledge and craftsmanship to the brand with a portfolio of unique cocktails, flavor profiles and tasteful techniques while focusing on new product innovation. In his new role, Floyd will focus on the Whipshots^TM^ **** portfolio, conceptualizing cocktails and amplifying the playfully sophisticated experience for consumers. Debuting later this year, Whipshots^TM^ **** is a non-dairy, vodka-infused whipped cream that will add indulgence and luxury to any drink or party.

“Rob brings the same perfect cocktail of professionalism, knowledge and innovation to Starco Brands as he does to the bar and the stage,” says Ross Sklar, CEO of Starco Brands. “His experience in the spirits industry and notable creativity will complement Whipshots^TM^ and help Starco fill white space in the marketplace. We are thrilled to have him on board.”

A world-renowned mixologist and performer, Rob Floyd brings over 20 years of experience and a creative process that inspires the eyes and tastebuds. Floyd owns and operates a premier cocktail consulting and event hub dedicated to creating unforgettable beverage experiences. With three unique branches: Virtual Events, Consulting and Cocktail Theatre, Floyd takes a three-dimensional approach to crafting cocktails, relying on taste, technique and tale as the pillars of all recipes. In addition to developing a unique training program for venues around the world, Floyd’s Cocktail Theatre production provides elevated experiences on stage. He’s created top cocktail programs at leading bars and hotels around the world and is a master of molecular mixology.

Starco Brands is a disruptive and scaling company that prides itself on only tackling products and technologies that are truly behavior-changing. Starco Brands packs a powerful punch by offering high-end products in novel ways. As its newest product, Whipshots^TM^ is poised to shake up the spirits vertical and will launch later this year. 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 and Shot Director Cardi B. Whipshots^TM^ is a playful shot of sophistication that will indulge your curiosity and senses. The boozy whipped cream is non-dairy, 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 | Rogers & Cowan PMK

Whipshots@rogersandcowanpmk.com