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 17, 2022 (February 14, 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 14, 2022, the Company issued a press release entitled “Starco Brands Launches the Game Whipster™." 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_328479.htm

EXHIBIT 99.1

Starco Brands Launches the Game Whipster™ ****

Right in time for Valentine’s Day Whipster™ Gamifies Whipshots, the Vodka-Infused Whipped Cream

SANTA MONICA, Calif., Feb. 14, 2022 -- Today, Starco Brands announces its new and cutting edge game for Whipshots™  called Whipster™. This new game brings sweet and flirty fun right to your home enhancing parties, gatherings and date nights. By gamifying Whipshots™, a newly launched line of vodka-infused whipped creams, Starco Brands is able to continue to disrupt and change behavior and, in the process, add more engagement and playfulness to the spirits sector.

Whipster™ is a game to help set the mood and bring fun and laughter to the forefront of any adult occasion. Consumers can take to Instagram to use the custom Whipster AR filter, or can play the game on Whipshots.com, which will direct them to a virtual Whipster Spinner Board that anyone can play anywhere. The Company has also launched a physical Whipster™ kit that includes two bottles of Whipshots Vodka-Infused Whipped Cream, a Whipster™ Spinner Board, and a recipe card for the Whipshots Strawberry Siren cocktail. The Whipster™ kit will soon be made available for sale in retail outlets.

Whipster™ is simple to play and will add indulgence and laughter to an adventurous night in. Players spin the Whipster Spinner that lands on a body part such as the inner thigh, lower back, or even a Surprise Sweet Spot. Then, Whipshots gets sprayed to the area and your partner does the rest. The moments to be captured are sure to delight and the possibilities are endless. No matter how you spin, everyone wins.

"After the successful launch of Whipshots, we are excited to launch Whipster™ for all to enjoy," explains David Dreyer, CMO of Starco Brands. "It's a widely unique and cutting-edge way to experience the fun and engagement of Whipshots.  Grab your partner or friends, spin it, and see where the night takes you."

Whipshots™ is available for purchase in 50mL ($5.99) and 200mL ($14.99) sizes in all three flavors: vanilla, caramel and mocha. Follow @whip_shots and visit Whipshots.com for more information.

About Whipshots™

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

MEDIA CONTACT:

Ariel Moses l Rogers & Cowan PMK

Whipshots@rogersandcowanpmk.com