Starco Brands, Inc 10-Q for FY2026 Q2
Starco Brands, Inc. (STCB)
About this 10-Q
Starco Brands, Inc filed this 10-Q on August 14, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.43M
- compared with a net loss of $1.85M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR
THE QUARTERLY PERIOD ENDED
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets Group OTCQB Tier |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date: As of August 13, 2026, there were shares of the registrant’s Class A common stock and zero shares of the registrant’s Class B common stock outstanding.
STARCO BRANDS, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STARCO BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Prepaid expenses and other assets | ||||||||
| Inventory | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Intangibles, net | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable, related parties | ||||||||
| Accounts payable | ||||||||
| Other payables and accrued liabilities | ||||||||
| Other payables and accrued liabilities, related parties | ||||||||
| Other payables and accrued liabilities | ||||||||
| Notes payable - current | ||||||||
| Lease liability, current portion | ||||||||
| Total Current Liabilities | ||||||||
| Notes payable - related parties, noncurrent | ||||||||
| Lease liability, net of current portion | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Class A common stock, $ par value; shares authorized; shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | $ | $ | ||||||
| Class B common stock, $ par value; shares authorized, shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Common stock value | ||||||||
| Additional paid in capital | ||||||||
| Treasury stock at cost | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Starco Brands’ Stockholders’ Equity | ||||||||
| Non-controlling interest | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
STARCO BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Revenue, related parties | ||||||||||||||||
| Revenue | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Compensation expense | $ | $ | $ | $ | ||||||||||||
| Professional fees | ||||||||||||||||
| Marketing, general and administrative | ||||||||||||||||
| Fair value share adjustment gain | ( | ) | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| (Loss) income from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Expense: | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Other expense | ||||||||||||||||
| Total other expense, net | ||||||||||||||||
| (Loss) income before provision for income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Provision for income taxes | ||||||||||||||||
| Net (loss) income | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Net loss (income) attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | $ | |||||||||
| Net (loss) income attributable to Starco Brands | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Net (loss) income per share, basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Net (loss) income per share, diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Weighted Average Shares Outstanding - Basic | ||||||||||||||||
| Weighted Average Shares Outstanding - Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
STARCO BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(unaudited)
| Shares | Amount | Shares | Amount | Capital | Payable | Deficit | Interest | Equity | ||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-in | Treasury Stock | Accumulated | Non-controlling | Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Payable | Deficit | Interest | Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Soylent Share Adjustment | - | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Net income | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Stock-based compensation | - | - | $ | |||||||||||||||||||||||||||||||||
| Net loss | - | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Stock-based compensation | - | - | $ | |||||||||||||||||||||||||||||||||
| Net loss | - | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Net income (loss) | - | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
STARCO BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| June 30, 2026 | June 30, 2025 | |||||||
| For the Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| Stock based compensation | ||||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of debt discount | ||||||||
| Gain on stock payable share adjustment | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Accounts receivable, related parties | ||||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Operating lease right of use asset | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accounts payable, related parties | ( | ) | ||||||
| Other payables and accrued liabilities | ||||||||
| Other payables and accrued liabilities, related parties | ||||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchases of intangibles | ( | ) | ||||||
| Purchases of property & equipment | ( | ) | ||||||
| Net Cash Used In Investing Activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from notes payable | ||||||||
| Payments to notes payable | ( | ) | ( | ) | ||||
| Proceeds from Revolving loan | ||||||||
| Payments to Revolving loan | ( | ) | ||||||
| Net Cash (Used In)/Provided By Financing Activities | ( | ) | ||||||
| Net Decrease In Cash | ( | ) | ( | ) | ||||
| Cash - Beginning of Period | ||||||||
| Cash - End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Noncash operating, investing and financing activities: | ||||||||
| Settlement of Soylent share adjustment | $ | $ | ||||||
| Reclassification/capitalization of ERP system from PP&E to Intangibles | $ | $ | ||||||
| Insurance premium financed | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 6 |
STARCO BRANDS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Starco Brands, Inc. (“STCB”, “Company”, “we”, “us” or “our,”) was incorporated in the State of Nevada on January 26, 2010, under the name Insynergy, Inc. On September 7, 2017, STCB filed an Amendment to the Articles of Incorporation to change the corporate name to Starco Brands, Inc. The Board of Directors (“Board”) determined the change of STCB’s name was in the best interests of the Company due to changes in its current and anticipated business operations.
On July 2, 2026, the Company formed Starco Manufacturing, LLC, a Nevada
limited liability company (“Manufacturing Holdco”), and on July 6, 2026, the Company formed Starco Brands, LLC, a Nevada limited
liability company (“Brands Holdco” and together with Manufacturing Holdco, the “Holdcos”). On July 6, 2026, the
Company contributed
Acquisition History
Whipshots and Whipshots Holdings
During the third quarter of 2021, STCB formed two subsidiaries, Whipshots,
LLC, a Wyoming limited liability company (“Whipshots LLC”) and Whipshots Holdings, initially as Whipshots, LLC, a Delaware
limited liability company. Whipshots LLC was a wholly-owned subsidiary of STCB at formation which was subsequently contributed to Whipshots
Holdings. Whipshots Holdings was a majority-owned subsidiary of STCB in which STCB owned
AOS
On September 12, 2022, STCB, through its wholly-owned subsidiary Starco Merger Sub Inc. (“Merger Sub”), completed its acquisition (the “AOS Acquisition”) of AOS. The AOS Acquisition consisted of Merger Sub merging with and into AOS, with AOS being the surviving corporation. Following the Contribution, AOS is a wholly-owned subsidiary of Brands Holdco.
Skylar
On December 29, 2022, STCB, through its wholly-owned subsidiary Starco Merger Sub II. Inc. (“First Merger Sub”) completed its acquisition (the “Skylar Acquisition”) of Skylar Body, Inc. (“Skylar Inc.”). The Skylar Acquisition consisted of First Merger Sub merging with and into Skylar Inc. (“First Merger”) with Skylar Inc. being the surviving corporation, and immediately following the First Merger, and as part of the same overall transaction as the First Merger, Skylar Inc. merged with and into Second Merger Sub (the “Second Merger”) with the Second Merger Sub being the surviving entity Skylar. Following the Contribution, Skylar is a wholly-owned subsidiary of Brands Holdco.
Soylent
On February 15, 2023, the STCB, through its wholly-owned subsidiary Starco Merger Sub I, Inc. (“Starco Merger Sub I”), completed its acquisition (the “Soylent Acquisition”) of Soylent. The Soylent Acquisition consisted of Starco Merger Sub I merging with and into Soylent, with Soylent being the surviving corporation. Following the Contribution, Soylent is a wholly-owned subsidiary of Brands Holdco.
Custom Foods
On July 15, 2026, Manufacturing Holdco, through a Membership Interest Purchase Agreement, completed its acquisition (the “Custom Foods Acquisition”) of Custom Foods, LLC, a Delaware limited liability company, doing business as Custom Bakehouse (“Custom Foods” or “Custom Bakehouse”). The Custom Foods Acquisition consisted of STCB acquiring all of the outstanding securities of Custom Foods for cash consideration. Custom Foods is a wholly-owned subsidiary of Manufacturing Holdco. Custom Foods has two wholly-owned subsidiaries, International Commissary Corporation, a California Corporation, and SFB AcqCo, LLC, a Delaware limited liability company.
Organizational and Operational History
In July 2017, STCB entered into a licensing agreement with TSG, a related party entity, located in Los Angeles, California. The Company pivoted to commercializing novel consumer products manufactured by TSG. TSG is a private label and branded aerosol and liquid fill manufacturer with manufacturing assets in the following verticals: DIY/Hardware, paints, coatings and adhesives, household, hair care, disinfectants, automotive, motorcycle, arts & crafts, personal care cosmetics, personal care FDA, sun care, food, cooking oils, beverages, and spirits and wine.
On
January 3, 2023, the Board approved the Amended and Restated Articles of Incorporation of Starco Brands, Inc. (the “Amended and
Restated Articles). On January 6, 2023, the stockholders of the Company representing
| 7 |
NOTE 2 – GOING CONCERN
The
Company has concluded that substantial doubt exists regarding its ability to continue as a going concern within one year after the date
that these condensed consolidated financial statements are issued. The principal conditions giving rise to substantial doubt include
the Company’s history of recurring net losses and continued working capital deficiencies. As of June 30, 2026, the Company reported
an accumulated deficit of $
Management has evaluated the conditions that contributed to substantial doubt. The historical net losses and accumulated deficit are primarily attributable to non-cash or one-time, non-recurring expenses, including goodwill impairment, stock-based compensation, fair value share adjustment losses, and acquisition-related transaction costs.
As
of June 30, 2026, total debt was approximately $
On
December 22, 2025, the Company entered into a Bridge Term Loan Promissory Note with The Starco Group, Inc. (“TSGI”), an
entity wholly owned by Sklar, providing for up to $
Management is pursuing additional financing sources to enhance liquidity, provide working capital, and support repayment of existing obligations, if necessary. Management is also focused on strategic initiatives intended to increase revenue in the most profitable sales channels and reduce overall expenses as a percentage of revenue. Operational synergies from the Company’s shared services model and continued emphasis on profitable channels have contributed to improvements to date and are expected to continue.
On
July 15, 2026, subsequent to the balance sheet date, the Company and each of its subsidiaries (including the newly acquired Custom
Foods and its subsidiaries) entered into a secured credit facility with Pasadena Private Lending Inc. providing for term, accordion
and revolving borrowings of up to $
While the payoff of the revolving loan facility and the execution of the Bridge Loan have provided near-term liquidity, these actions do not eliminate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plans are not entirely within its control, and there can be no assurance that additional financing or operational improvements will be achieved as contemplated. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation
The condensed consolidated financial statements of Starco Brands, Inc. include
the accounts of STCB, our indirectly wholly-owned subsidiaries AOS, Skylar, Soylent, and our indirectly
Our condensed consolidated subsidiaries at June 30, 2026 include: AOS, Skylar, Soylent, Whipshots Holdings and its wholly owned subsidiary Whipshots LLC. Intercompany accounts and transactions have been eliminated upon consolidation.
| 8 |
Basis of Presentation
The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to annual financial reporting. The condensed consolidated financial statements include all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. All such adjustments are of a normal, recurring nature unless otherwise disclosed.
The condensed consolidated financial statements of the Company do not contain certain information included in the Company’s Annual Report and Form 10-K for the year ended December 31, 2025. Therefore, the condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Certain prior-period amounts in the condensed consolidated financial statements and related disclosures have been reclassified to conform to the current period presentation. Specifically, cost of revenues from related parties has been reclassified into cost of revenues on the condensed consolidated statements of operations and within the segment information. These reclassifications had no impact on previously reported gross profit, total operating expenses, net loss, or stockholders’ equity.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, equity-based transactions, and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and the recognition of costs and expenses that are not readily apparent from other sources. Actual results may differ materially from those estimates, and such differences could affect future results of operations.
The Company believes the following critical accounting policies involve the most significant judgments and estimates used in the preparation of the condensed consolidated financial statements: the timing of revenue recognition; testing goodwill and intangible assets for impairment; evaluating the recoverability of long-lived assets; estimating the allowance for doubtful accounts; determining the net realizable value of inventory; assessing the value of certain share-based adjustments; accounting for income taxes; and assumptions used in the Black-Scholes valuation model, including expected volatility, risk-free interest rate, and expected dividend rate.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which may at times exceed federally insured limits. The Company monitors the creditworthiness of the financial institutions with which it maintains deposits and has not experienced any losses in such accounts. Management believes the Company is not exposed to significant credit risk with respect to its cash balances.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.
The Company did
Accounts Receivable
Accounts
receivable are stated at net realizable value, which includes an allowance for credit losses representing the amount expected to be uncollectible.
The allowance for credit losses is estimated based on relevant available information, including historical loss experience, the aging
of receivables, customer-specific information, and current and expected economic conditions. The allowance is evaluated quarterly. As
of June 30, 2026 and December 31, 2025, accounts receivable, net were approximately $
| 9 |
Fair Value of Financial Instruments
The Company follows ASC 825-10-50 for disclosures about the fair value of its financial instruments and ASC 820 for the framework used to measure fair value. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques into three levels, giving the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses, approximate their fair values because of the short-term nature of these instruments. The Company’s notes payable approximate fair value based on management’s best estimate of the interest rates that would be available to the Company for similar financial arrangements as of June 30, 2026.
Property and Equipment, net
Property
and equipment are recorded at historical cost, net of depreciation;
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services transfers to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
Product Sales (STCB, AOS, Skylar, Soylent)
STCB, excluding its subsidiaries, earns a majority of its revenues through the sale of food products, primarily through Winona. AOS, Skylar, and Soylent, each wholly owned subsidiaries of the Company, generate revenue through the sale of premium body and skincare products, fragrances, and nutritional drinks, respectively. For these businesses:
| ● | Retail sales are recognized when products are shipped to the retailer, which is the point at which control transfers. | |
| ● | eCommerce sales, including those fulfilled through Amazon Fulfillment by Amazon (“Amazon FBA”), are recognized upon shipment of merchandise to the customer. |
Licensing Revenue (Whipshots)
Whipshots,
an indirect
| 10 |
ASC 606 Framework
In applying ASC 606, the Company evaluates contracts using the following five-step model:
| 1. | Identify the contract with a customer. | |
| 2. | Identify the performance obligations in the contract. | |
| 3. | Determine the transaction price, including any variable consideration. | |
| 4. | Allocate the transaction price to the performance obligations. | |
| 5. | Recognize revenue when (or as) performance obligations are satisfied. |
The Company applies the five-step model only when collection of consideration is probable. Performance obligations are generally satisfied at a point in time, typically upon shipment or delivery, depending on when control transfers to the customer.
Income Taxes
The Company follows Section 740-10-30 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
The Company accounts for stock-based compensation per the provisions of ASC 718, Share-based Compensation (“ASC 718”), which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (warrants, options, and restricted stock units). The fair value of each warrant and option is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. The Company has not paid dividends historically and does not expect to pay them in the future. Expected volatility is based on the volatility of comparable companies’ common stock. The expected term of awards granted is derived using estimates based on the specific terms of each award. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The grant date fair value of a restricted stock unit equals the closing price of our Class A common stock on the trading day of the grant date.
| 11 |
Net income (loss) per share of common stock is computed by dividing net income (loss) attributable to Starco Brands, Inc. by the weighted average number of shares of common stock outstanding during the period. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock payable, options and warrants is calculated using the treasury stock method. Any outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method.
For each period in which the Company reported a net loss, the effect of common stock equivalents was anti-dilutive and such equivalents have been excluded from the computation of diluted net loss per share, resulting in basic and diluted net loss per share being equal. For the six months ended June 30, 2025, the Company reported net income attributable to Starco Brands, and dilutive common stock equivalents were therefore included in the computation of diluted net income per share.
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE
| 2026 | 2025 | |||||||
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Stock options [Member] | ||||||||
| Acquisition Stock Consideration Payable | ||||||||
| Total | ||||||||
| 2026 | 2025 | |||||||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Warrants | 1 | |||||||
| Stock options | 1 | |||||||
| Stock options [Member] | 1 | |||||||
| Acquisition Stock Consideration Payable | 1 | |||||||
| Total | 1 | |||||||
| 1 |
SCHEDULE OF COMPUTED BASIC AND DILUTED NET INCOME PER SHARE
| Six Months Ended | ||||
| June 30, 2025 | ||||
| (in shares) | ||||
| Weighted average shares outstanding – basic | ||||
| Effect of dilutive warrants | ||||
| Effect of dilutive stock options | ||||
| Effect of dilutive acquisition stock consideration payable | ||||
| Weighted average shares outstanding – diluted | ||||
Intangible Assets
Definite-lived
intangible assets consist of certain domain names, trademarks, and trade names. These assets are amortized using the straight-line method
over their estimated useful lives, which range from approximately
Indefinite-lived intangible assets consist of certain trade names and trademarks. These assets are not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.
| 12 |
The Company evaluates its long-lived assets for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Indicators of impairment include, among other factors, current-period operating or cash flow losses combined with a history of such losses, forecasts demonstrating continuing losses or insufficient income, significant changes in the manner in which an asset is used, or adverse industry or economic trends. Recoverability is assessed by comparing the carrying amount of the asset or asset group to the estimated undiscounted future cash flows expected to result from its use. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized for the amount by which the carrying value exceeds the estimated fair value, determined using the best information available and consistent with ASC 820, Fair Value Measurements. During the six months ended June 30, 2026 and 2025, the Company did not record asset impairment charges related to its intangible assets.
Royalties and Licenses
Royalty-based obligations with content licensors are either paid in advance and capitalized as prepaid royalties or are accrued as incurred and subsequently paid. These royalty-based obligations are generally expensed to cost of revenue at the greater of the contractual royalty rate or an effective royalty rate based on total projected net revenue for contracts with guaranteed minimums. Prepayments are typically made in connection with the development of a particular product and therefore expose the Company to risk during the development phase. Royalty payments earned after completion of the product are expensed as cost of revenue.
Certain licensing agreements include minimum guaranteed royalty payments. When no further performance remains with the licensor, such minimum guarantees are recorded as an asset and a liability at the contractual amount upon execution of the agreement. When performance obligations remain with the licensor, minimum guarantees are recorded as an asset when paid and as a liability when incurred.
The Company evaluates the expected future realization of royalty-based assets each quarter, including any unrecognized minimum commitments, to identify amounts unlikely to be recovered through future revenue. Impairments or losses identified post-launch are charged to cost of revenue. Long-lived royalty-based assets are evaluated for impairment using undiscounted cash flows when impairment indicators exist. If impairment is indicated, the assets are written down to fair value. Unrecognized minimum royalty commitments are accounted for as executory contracts, and losses are recognized when the underlying intellectual property is abandoned or the contractual rights to use the intellectual property are terminated.
Minimum
contractual royalty-based obligations outstanding as of June 30, 2026 are approximately $
Leases
The Company accounts for leases in accordance with ASC 842, Leases. Operating leases are recognized on the condensed consolidated balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. ROU assets include prepaid lease payments and exclude lease incentives and initial direct costs. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.
On
May 1, 2024, the Company entered into a three-year operating lease agreement (the “Citrus Lease”) with Ralks Corporation,
a related-party lessor (see Note 9). The lease covers approximately
In accordance with ASC 842, the Company recognized an ROU asset and corresponding lease liability for its long-term office leases. See Note 12 – Leases for additional information.
| 13 |
Inventory
Inventory consists of premium body and skincare products, fragrances and nutritional products. Inventory is measured and stated at average cost as of June 30, 2026. The carrying value of inventory is reduced for excess or obsolete items. The Company monitors inventory levels and usage to identify indicators of obsolescence and adjusts inventory values when necessary. The Company did not record any inventory impairment losses for the six months ended June 30, 2026 or 2025.
Acquisitions, Intangible Assets and Goodwill
The condensed consolidated financial statements reflect the operations of an acquired business beginning on the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values as of the acquisition date, and goodwill is recognized for any excess of the purchase price over the fair value of the net assets acquired. Significant judgment is required in determining the fair value of certain tangible and intangible assets and in assigning their respective useful lives. The Company typically engages third-party valuation specialists to assist in valuing significant tangible and intangible assets.
Fair value measurements are based on available historical information and on future expectations and assumptions deemed reasonable by management, although such estimates are inherently uncertain. The Company generally employs an income approach to measure the fair value of intangible assets, which relies on forecasts of expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in these valuations include the amount and timing of future cash flows (including expected growth rates and profitability), product or technology life cycles, economic barriers to entry, and the discount rate applied to the cash flows. Determining the useful life of an intangible asset also requires judgment. Definite-lived intangible assets are amortized over their estimated useful lives. Intangible assets associated with acquired in-process research and development (“IPR&D”) are not amortized until the related product is available for sale.
Goodwill is measured as the excess of consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date. Although management uses its best estimates and assumptions to value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement.
The Company reviews goodwill for impairment at least annually, or more frequently if indicators of impairment exist. The goodwill impairment test may require the use of qualitative assessments and fair-value techniques, both of which involve significant judgment. An impairment loss is recognized when the fair value of a reporting unit is less than its carrying amount.
impairment losses related to goodwill were recognized for the six months ended June 30, 2026 and 2025. As of June 30, 2026 and December
31, 2025, goodwill was $
Segments
Operating
segments are defined as components of an enterprise for which separate financial information is available and that are evaluated regularly
by the chief operating decision maker (“CODM”) in allocating resources and assessing performance. The Company’s Chief
Executive Officer (“CEO”) serves as the CODM. The CEO reviews the Company’s operations and manages the business through
Effective January 1, 2026, the Company discontinued the elective aggregation of operating segments previously combined within the Starco Brands reportable segment because the operating margins of those operating segments are no longer expected to converge over time as previously anticipated, increasing the Company’s reportable segments from three to the five segments described above, with parent-level corporate activities presented separately as Corporate. Segment information for the three and six months ended June 30, 2025 has been recast to conform to the current-period presentation. See Note 4 – Segments for additional information regarding the change and related disclosures.
Recently Issued Accounting Pronouncements
The Company evaluates the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board. Management has reviewed all newly issued but not yet effective accounting pronouncements and determined that none are expected to have a material impact on the Company’s condensed consolidated financial statements.
| 14 |
NOTE 4 – SEGMENTS
Effective January 1, 2026, the Company changed the composition of its reportable segments by discontinuing the elective aggregation of operating segments previously combined within the Starco Brands reportable segment. Aggregation under ASC 280 is permitted but not required, and the Company has determined to discontinue the previously applied aggregation because the operating margins of the previously aggregated operating segments are no longer expected to converge over time as previously anticipated.
As a result, the Company now presents five reportable operating segments: AOS, Skylar, Soylent, Whipshots, and Winona. Parent-level corporate activities are presented as “Corporate” and reconcile reportable segment results to consolidated results. Previously, the Company reported three reportable segments: Starco Brands (which included the activities of the parent platform, AOS, Whipshots, and Winona), Skylar, and Soylent. Segment information for the three and six months ended June 30, 2025 has been recast to conform to the current-period segment presentation.
The Company’s reportable segments are described below:
Skylar. The Skylar segment generates revenue through the sale of hypoallergenic fragrance products under the Skylar brand.
Soylent. The Soylent segment generates revenue through the sale of plant-based nutritional products, including ready-to-drink shakes, powders, and bars, under the Soylent brand.
AOS. The AOS segment generates revenue through the sale of premium body and skincare products designed for athletes under the Art of Sport brand.
Whipshots. The Whipshots segment earns its revenues as royalties from licensing arrangements with Temperance, a related party, under which Temperance manufactures and sells vodka-infused whipped cream products under the Whipshots® brand. The Whipshots segment includes Whipshots Holdings and Whipshots LLC.
Winona. The Winona segment generates revenue through the sale of popcorn spray and sauce spray products under the Winona Pure® brand. Winona operates as a division of STCB, which is the marketer of record under a licensing arrangement with the brand owner. The Company is the principal in arrangements with end customers. Winona products are sold through retail partners including Walmart, H-E-B, Meijer, and Food Lion, and on Amazon through the Company’s strategic partner Pattern (formerly iServe), which is a stockholder of the Company.
Corporate. Corporate consists of the activities of Starco Brands, Inc., the publicly traded parent legal entity, including executive management, public-company costs, professional services, platform-level marketing and administration, and other expenses incurred at the parent level that are not allocated to the reportable segments. Corporate is not an operating segment.
The Company’s Chief Executive Officer, Ross Sklar, is the Chief Operating Decision Maker (“CODM”). The CODM reviews balance sheet data on a consolidated basis; therefore, disaggregated balance sheet data are not presented.
The measures the CODM uses to evaluate segment performance and allocate resources among the Company’s product lines - revenues, revenues from related parties, gross profit, and income (loss) from operations – are consistent with the measures disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s revised segment presentation reflects an increased level of disaggregation of these measures, consistent with the change in management approach described above.
| 15 |
Profit or Loss Measures
| ● | Revenues | |
| ● | Revenues – related parties | |
| ● | Gross profit | |
| ● | Income (loss) from operations |
The CODM uses these measures, together with the underlying components of cost of revenues and operating expenses (including marketing and sales spend), to assess the effectiveness of resource allocation decisions among the Company’s segments. For example, the CODM evaluates the effectiveness of marketing and sales spend initiatives by reference to corresponding changes in segment revenue and gross profit contribution in order to determine whether to direct additional marketing investment to a given segment or to redirect investment elsewhere. The disaggregated presentation of segment results also enables the CODM to assess each segment’s contribution to the consolidated enterprise.
The following expense categories are regularly provided to the CODM, included in the reported measures of segment profit or loss, and are significant quantitatively or qualitatively. These categories are consistent with those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025:
Significant Expense Categories
| ● | Cost of revenues | |
| ● | Compensation expense | |
| ● | Professional fees | |
| ● | Marketing, general and administrative expenses | |
| ● | Fair value share adjustment gain/loss | |
| ● | Goodwill impairment | |
| ● | Intangibles impairment |
The following tables present gross profit (loss) and significant expenses by reportable segment. Corporate is presented as a reconciling column and is not a reportable segment:
SCHEDULE OF GROSS PROFIT OR LOSS REPORTING SEGMENT
| AOS | Skylar | Soylent | Whipshots | Winona | Corporate | Total | ||||||||||||||||||||||
| For the Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| AOS | Skylar | Soylent | Whipshots | Winona | Corporate | Total | ||||||||||||||||||||||
| Revenues, net | $ | ( | ) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Revenues, related parties, net | ||||||||||||||||||||||||||||
| Cost of revenues | ||||||||||||||||||||||||||||
| Gross profit (loss) | ( | ) | ||||||||||||||||||||||||||
| Compensation expense | ||||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||||
| Marketing, general and administrative | ||||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||||
| Income (loss) from operations | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| 16 |
| AOS | Skylar | Soylent | Whipshots | Winona | Corporate | Total | ||||||||||||||||||||||
| For the Three Months Ended June 30, 2025 (Recast) | ||||||||||||||||||||||||||||
| AOS | Skylar | Soylent | Whipshots | Winona | Corporate | Total | ||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Revenues, related parties, net | ||||||||||||||||||||||||||||
| Cost of revenues | ||||||||||||||||||||||||||||
| Gross profit (loss) | ||||||||||||||||||||||||||||
| Compensation expense | ||||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||||
| Marketing, general and administrative | ||||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||||
| Income (loss) from operations | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| AOS | Skylar | Soylent | Whipshots | Winona | Corporate | Total | ||||||||||||||||||||||
| For the Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| AOS | Skylar | Soylent | Whipshots | Winona | Corporate | Total | ||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Revenues, related parties, net | ||||||||||||||||||||||||||||
| Cost of revenues | ||||||||||||||||||||||||||||
| Gross profit (loss) | ( | ) | ||||||||||||||||||||||||||
| Compensation expense | ||||||||||||||||||||||||||||
| Professional fees | ( | ) | ||||||||||||||||||||||||||
| Marketing, general and administrative | ||||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||||
| Income (loss) from operations | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||
| AOS | Skylar | Soylent | Whipshots | Winona | Corporate | Total | ||||||||||||||||||||||
| For the Six Months Ended June 30, 2025 (Recast) | ||||||||||||||||||||||||||||
| AOS | Skylar | Soylent | Whipshots | Winona | Corporate | Total | ||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Revenues, related parties, net | ||||||||||||||||||||||||||||
| Revenues, net | ||||||||||||||||||||||||||||
| Cost of revenues | ||||||||||||||||||||||||||||
| Gross profit (loss) | ||||||||||||||||||||||||||||
| Compensation expense | ||||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||||
| Marketing, general and administrative | ||||||||||||||||||||||||||||
| Fair value share adjustment gain | ( | ) | ( | ) | ||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||||
| Income (loss) from operations | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
| 17 |
Geographic Information. The Company’s external customer revenues and long-lived assets are substantially all attributable to operations and locations within the United States for the three and six months ended June 30, 2026 and 2025.
Major Customers. For the
three months ended June 30, 2026, the Company had two customers that each represented 10% or more of consolidated revenues: Customer A
at approximately
For
the three months ended June 30, 2025, the Company had one customer that represented 10% or more of consolidated revenues: Customer A
at approximately
Products and Services. The Company’s reportable segments are organized by brand, and each segment represents a discrete product line. Accordingly, the segment revenue information presented above also reflects the disaggregation of revenues by product group, and no separate product-level revenue disclosure is required.
NOTE 5 – ACQUISITIONS
The Company did not complete any acquisitions during the six months ended June 30, 2026, and there were no changes to the purchase price allocations or fair value measurements previously reported. The Company’s acquisitions completed in prior periods, along with the related purchase price allocations and fair value measurements, are described in the Company’s Form 10-K for the years ended December 31, 2025 and 2024. Subsequent to June 30, 2026, on July 15, 2026, the Company completed the Custom Foods Acquisition Manufacturing Holdco.
NOTE 6 – NOTES PAYABLE
Insurance Loans
The
Company has several financing loans for general liability, directors’ and officers’ insurance and other insurance
liabilities, which bear interest at varying percentages and require monthly payments. As of June 30, 2026 and December 31, 2025, the
remaining balances of these loans were $
| 18 |
Gibraltar Loan and Security Agreement – Revolving Loan
As of June 30, 2026, the Company did not have any outstanding borrowings under the Loan and Security Agreement with Gibraltar Business Capital, LLC (the “Gibraltar Loan”). The Company fully repaid all obligations under the Gibraltar Loan in December 2025, and the agreement, including the related forbearance arrangements, was terminated at that time. There was no activity related to the Gibraltar Loan during the six months ended June 30, 2026.
Notes Payable – Related Parties
The Company’s notes payable as of June 30, 2026 consisted of (i) the Consolidated Secured Promissory Note issued to Ross Sklar on August 11, 2023, as amended by Amendment Number One dated May 31, 2024, and as further amended by Amendment Number Two, dated August 13, 2025 (collectively, the “Consolidated Secured Note”) and (ii) the Bridge Term Loan Promissory Note entered into with The Starco Group, Inc. on December 22, 2025 (the “Bridge Loan”). Both of these financing arrangements are with related parties and are described in Note 9 - Related Party Transactions. There were no amendments, additional borrowings, or repayments under these related-party notes during the six months ended June 30, 2026, other than the accrual and payment of interest in accordance with their terms.
CEO Notes
See Note 9 for loans to STCB from the Company’s CEO.
NOTE 7 – OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consist of the following:
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES
| June 30, 2026 | December 31, 2025 | |||||||
| Accrued compensation | $ | $ | ||||||
| Accrued royalties | ||||||||
| Deferred revenue | ||||||||
| Trade payable | ||||||||
| Goods received pending invoice | ||||||||
| Other accrued expenses | ||||||||
| Total | $ | $ | ||||||
These liabilities represent obligations incurred as of the reporting date but not yet paid; accrued compensation includes wages and bonuses earned by employees, and accrued royalties include royalty payments that are potentially owed but not yet paid. Deferred revenue is for amounts received but not yet earned, primarily related to gift card liabilities and loyalty rewards obligations, and trade payables consist of amounts owed to suppliers for goods or services purchased. Other accrued expenses primarily consist of operational costs incurred but not yet invoiced.
NOTE 8 – COMMITMENTS & CONTINGENCIES
The Company is not currently involved in any legal proceedings that, in management’s opinion, would have a material adverse effect on its financial position, results of operations, or cash flows. The Company regularly evaluates contingencies to determine the probability and estimability of potential losses in accordance with ASC 450, Contingencies. As of June 30, 2026 and December 31, 2025, the Company had no accruals recorded for loss contingencies, as it was not a defendant in any claims or legal actions which met the criteria for accrual.
Whipshots Agreements
In
2021, Whipshots LLC entered into an Intellectual Property Purchase Agreement with Penguins Fly, LLC, under which it acquired trademarks,
domains, social media handles, and other assets related to Whipshots® and Whipshotz®. The purchase price is based on a sliding-scale
percentage of gross revenue from Whipshots® and Whipshotz® product sales, payable over seven years. Amounts incurred under this
agreement are recorded as indefinite-lived intangible assets. The carrying amount of the related indefinite-lived intangible asset was
$
| 19 |
Whipshots
Holdings, LLC also entered into a License Agreement with Washpoppin Inc. in 2021, licensing certain intellectual property of artist
Cardi B for product promotion and brand collaboration. An amended agreement, effective November 27, 2023, formalized promotional
obligations and established a minimum aggregate royalty payment of $
Sklyar License Agreement – Blue UTA-I LLC (Leah Kateb)
Effective
July 1, 2025, Skylar entered into a license agreement with BlueUTA – I LLC (“BlueUTA”), granting Skylar the right to
use the likeness and trademarks of artist Leah Kateb for commercial purposes, including manufacturing, marketing, promotion, advertising,
distribution, and sale of specified products. The agreement is effective through June 30, 2029, unless terminated earlier. Under the
agreement, Skylar is obligated to pay BlueUTA base compensation of $
Skylar
issued
Class B units to BlueUTA, representing a
The
agreement also provides for bonus compensation ranging from $ to $ annually for three years following the agreement term,
contingent upon the achievement of specified net sales thresholds. These amounts will be recognized when achievement becomes probable
and reasonably estimable. In addition, the Company granted BlueUTA stock options under the Starco Brands 2023 Equity Incentive Plan for up
to million shares of common stock, vesting in equal monthly installments over four years. The fair value of these options was measured
at the grant date and will be recognized as expense over the vesting period. Compensation expense recognized during the three and six
months ended June 30, 2026 was $ and $, respectively, and unrecognized compensation cost as of June 30, 2026 was $
Royalties and Minimum Guarantees
The
Company has licensing agreements that include minimum guaranteed royalty payments. When no performance obligations remain with the licensor,
minimum guarantees are recorded as both an asset and a liability at the contractual amount. When performance obligations remain, amounts
are recorded as assets when paid and liabilities when incurred. Minimum contractual royalty-based obligations as of June 30, 2026 are
approximately $
General Commitments
The Company enters into various contracts in the normal course of business, including agreements for manufacturing, licensing, marketing, distribution, and other operational activities. These agreements may include minimum purchase requirements, royalty obligations, or other future payment commitments. Such arrangements are typical for the Company’s industry and are generally short-term or cancelable without significant penalty. As of June 30, 2026, management does not believe these commitments, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
| 20 |
In addition to the specific agreements described below, the Company is party to other routine commercial contracts that do not meet the criteria for recognition on the consolidated balance sheets under U.S. GAAP. Future obligations under these arrangements will be recognized as expenses in the periods in which the related goods or services are received.
Letter of Intent – Starco Group
On July 29, 2025, the Company announced the execution of a non-binding exclusive Letter of Intent to acquire its contract manufacturers, collectively referred to as The Starco Group. The Starco Group operates three U.S. manufacturing facilities focused on personal care, household, food, and beverage products. The proposed transaction contemplates reorganizing the Company into two operating subsidiaries - Starco Brands and Starco Manufacturing - under a renamed parent entity, “STARCO.” The Letter of Intent is non-binding, and no definitive agreement had been executed as of June 30, 2026. Accordingly, no amounts have been recognized in the condensed consolidated financial statements related to the proposed transaction.
NOTE 9 – RELATED PARTY TRANSACTIONS
Notes Payable - Ross Sklar (Chief Executive Officer)
On
August 11, 2023, the Company issued a Consolidated Secured Promissory Note to Ross Sklar in the principal amount of $
During
2024, the Company repaid $
On August 13, 2025, the Company and Mr. Sklar entered into a Second Amendment
to the Consolidated Secured Note. The Second Amendment consolidated two additional loans made by Mr. Sklar to the Company in the aggregate
principal amount of $
As
of June 30, 2026 and December 31, 2025, the outstanding principal balance owed to Mr. Sklar under the Consolidated Secured Note was $
Related Party Bridge Loan – The Starco Group, Inc.
On December 22, 2025, the Company entered into the Bridge Loan with TSGI,
a company wholly-owned by Ross Sklar, the Company’s Chief Executive Officer. The Bridge Loan provides for a bridge term loan of
up to $
| 21 |
As
of June 30, 2026 and December 31, 2025, the outstanding principal balance under the Bridge Loan was $
Related Party Lease
On
May 1, 2024, the Company entered into an operating lease for office space with Ralks Corporation, a related-party lessor. The lease covers
approximately
Other Related Party Transactions
During
the three months ended June 30, 2026 and 2025, the Company recognized revenue from related parties of $
During
the six months ended June 30, 2026 and the year ended December 31, 2025, the Company recorded related party advances of $
During
the six months ended June 30, 2026 and 2025, the Company’s Winona and Skylar segments purchased finished goods inventory of
approximately $
NOTE 10 – STOCK WARRANTS
A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:
SCHEDULE OF WARRANT ACTIVITY
| Shares available to purchase | Weighted Average | Weighted Average Remaining Contractual | Aggregate | |||||||||||||
| with warrants | Exercise Price | Term (in years) | Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Issued | - | |||||||||||||||
| Exercised | - | - | ||||||||||||||
| Cancelled | - | - | ||||||||||||||
| Expired | - | - | ||||||||||||||
| Outstanding, June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable, June 30, 2026 | $ | $ | ||||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Issued | - | |||||||||||||||
| Exercised | - | - | ||||||||||||||
| Cancelled | - | - | ||||||||||||||
| Expired | ( | ) | - | - | ||||||||||||
| Outstanding, June 30, 2025 | $ | $ | ||||||||||||||
| Exercisable, June 30, 2025 | $ | $ | ||||||||||||||
| 22 |
The following table summarizes information about stock warrants to purchase shares of the Company’s Class A common stock outstanding and exercisable as of June 30, 2026:
SCHEDULE OF EXERCISABLE WARRANTS
| Weighted- | Weighted- | |||||||||||||||||
| Average | Average | |||||||||||||||||
| Range of | Outstanding | Remaining Life | Exercise | Number | ||||||||||||||
| exercise prices | Warrants | In Years | Price | Exercisable | ||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | ||||||||||||||||||
The compensation expense attributed to the issuance of the stock warrants is recognized as they are vested.
Total compensation expense related to the stock warrants was $ and $ for the three months ended June 30, 2026 and 2025, respectively, and total compensation expense related to the stock warrants was $ and $ for the six months ended June 30, 2026 and 2025, respectively and was included in compensation expense on the condensed consolidated statement of operations. As of June 30, 2026, there was $ in future compensation cost related to non-vested stock warrants which will be recognized over the remaining vesting period of approximately years.
The aggregate intrinsic value as of June 30, 2026 is $ for total outstanding and exercisable warrants, which was based on the closing market price of the Class A common stock of $, had all warrant holders exercised their warrants as of that date, net of the aggregate exercise price.
| 23 |
SCHEDULE OF OPTIONS ACTIVITY
Shares available | Weighted Average | Weighted Average Contractual | Aggregate | |||||||||||||
with options | Exercise Price | Term (in years) | Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2025 | $ | $ | | |||||||||||||
| Issued | - | |||||||||||||||
| Exercised | - | - | ||||||||||||||
| Cancelled | ( | ) | - | - | ||||||||||||
| Expired | ( | ) | - | - | ||||||||||||
| Outstanding, June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable, June 30, 2026 | $ | $ | ||||||||||||||
| Outstanding, December 31, 2024 | $ | - | $ | |||||||||||||
| Issued | - | |||||||||||||||
| Exercised | - | - | ||||||||||||||
| Cancelled | ( | ) | - | - | ||||||||||||
| Expired | - | - | ||||||||||||||
| Outstanding, June 30, 2025 | $ | $ | ||||||||||||||
| Exercisable, June 30, 2025 | $ | $ | ||||||||||||||
The compensation expense attributed to the issuance of stock options is recognized as they are vested. Total compensation expense related to the stock options was $ and $ for the three months ended June 30, 2026 and 2025, respectively, and total compensation expense related to the stock options was $ and $ for the six months ended June 30, 2026 and 2025, respectively was included in compensation expense on the condensed consolidated statement of operations. As of June 30, 2026, there was $ in future compensation cost related to non-vested stock options which will be recognized over the remaining vesting period of approximately years.
The
aggregate intrinsic value as of June 30, 2026 is
| 24 |
NOTE 12 – LEASES
The following tables present net related party lease costs and other supplemental lease information:
SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE
Six Months Ended | ||||
| June 30, 2026 | ||||
| Lease cost | ||||
| Operating lease cost (cost resulting from lease payments) | $ | |||
| Sublease income | ||||
| Net lease cost | $ | |||
| Operating lease – operating cash flows (fixed payments) | $ | |||
| Operating lease – operating cash flows (liability reduction) | $ | |||
| Current leases – right of use assets | $ | |||
| Current liabilities – operating lease liabilities | $ | |||
| Non-current liabilities – operating lease liabilities | $ | |||
| Weighted-average remaining lease term (in years) | ||||
| Weighted-average discount rate | % | |||
Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the six months ended June 30, 2026:
SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON CANCELABLE LEASES
| Fiscal Year | Operating Leases | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total future minimum lease payments | ||||
| Less: Imputed Interest | ( |
) | ||
| Present value of net future minimum lease payments | $ | |||
NOTE 13 – PROPERTY AND EQUIPMENT
Property and equipment, net consists of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| June 30, 2026 | December 31, 2025 | |||||||
| Computer equipment | $ | $ | ||||||
| Tools and equipment | ||||||||
| Furniture and equipment | ||||||||
| CIP | ||||||||
| Property and equipment, gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Construction
in Progress (“CIP”) represents costs incurred for ongoing projects that are not yet ready for their intended use. As of December
31, 2025, the balance of CIP was $
Depreciation
expense was approximately $
NOTE 14 – INTANGIBLE ASSETS
Intangible assets, net consists of the following:
SCHEDULE OF INTANGIBLE ASSETS
| June 30, 2026 | ||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||
| Trade names | $ | $ | $ | |||||||||
| Customer relationships | ||||||||||||
| ERP system | ||||||||||||
| Intangible Assets | $ | $ | $ | |||||||||
| 25 |
| December 31, 2025 | ||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||
| Trade names | $ | $ | $ | |||||||||
| Customer relationships | ||||||||||||
| ERP System | ||||||||||||
| Intangible Assets | $ | $ | $ | |||||||||
Amortization
expense was approximately $
As of June 30, 2026, the remaining amortization schedule below reflects only finite-lived intangible assets. Indefinite-lived intangible assets, which are not subject to amortization under ASC 350, are presented as a reconciling item to reconcile to the total intangible assets, net.
SCHEDULE OF AMORTIZATION EXPENSES OF INTANGIBLE ASSETS
| Fiscal period: | June 30, 2026 | |||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total remaining amortization (finite-lived) | ||||
| Indefinite-lived intangible assets (non-amortizing) | ||||
| Total intangible assets, net | $ | |||
NOTE 15 – INVENTORY
Inventory by major class is as follows:
SCHEDULE OF INVENTORY
| June 30, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Total inventory | $ | $ | ||||||
NOTE 16 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 from the balance sheet date through the date these condensed consolidated financial statements were issued. Other than as described below, management determined that no subsequent events require recognition or disclosure. Each of the transactions described below is a non-recognized subsequent event and, accordingly, is not reflected in the accompanying June 30, 2026 financial statements.
Corporate Reorganization
On July 2, 2026, the Company formed Starco Manufacturing, LLC, and on July
6, 2026, the Company formed Starco Brands, LLC, each of which are Nevada limited liability companies and wholly owned subsidiaries of
the Company.
Acquisition of Custom Foods, LLC (Custom Bakehouse)
On July 15, 2026, the Company, through its wholly owned subsidiary Starco
Manufacturing, LLC, acquired all of the outstanding securities of Custom Foods, LLC (dba Custom Bakehouse) for total consideration of $
Pasadena Private Lending Credit Facility
On July 15, 2026, the Company and each of its subsidiaries (including the
newly acquired Custom Foods and its subsidiaries) entered into a Loan Agreement with Pasadena Private Lending Inc. providing for an $
Related-Party Bridge Loan
The Company’s Bridge Term Loan Promissory Note dated December 22, 2025, issued in favor of The Starco Group, Inc., a related party, is reflected as a related-party note payable in the accompanying balance sheet (the “Bridge Loan”). In July 2026, in connection with the Pasadena Private Lending facility described above, the Bridge Loan was subordinated to the Pasadena Private Lending facility.
Amended and Restated Convertible Promissory Note - Related Party
On July 15, 2026, in connection with the credit facility and the required
subordination of the Company’s indebtedness to its Chief Executive Officer, the Company amended and restated the Consolidated Secured
Promissory Note, as amended by Amendment Number One, and further amended by Amendment Number Two, issued by the company to Ross Sklar
(the “Sklar Note”) into an Amended and Restated Secured Convertible Promissory Note in the same principal amount of $
| 26 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
THIS QUARTERLY REPORT ON FORM 10-Q INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND OTHER FEDERAL SECURITIES LAWS, PARTICULARLY THOSE ANTICIPATING FUTURE FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, GROWTH, OPERATING STRATEGIES AND SIMILAR MATTERS. WE HAVE BASED THESE FORWARD-LOOKING STATEMENTS ON OUR CURRENT INTENT, EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS, AND THESE FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND ASSUMPTIONS ABOUT US THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. IN SOME CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “COULD,” “WOULD,” “INTEND,” “PROJECT,” “CONTEMPLATE,” “POTENTIAL,” “EXPECT,” “PLAN,” “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “CONTINUE,” OR THE NEGATIVE OF SUCH TERMS OR OTHER SIMILAR EXPRESSIONS. THESE STATEMENTS ARE ONLY PREDICTIONS. FACTORS THAT MIGHT CAUSE OR CONTRIBUTE TO SUCH A DISCREPANCY INCLUDE, BUT ARE NOT LIMITED TO, THOSE DESCRIBED IN OUR OTHER SECURITIES AND EXCHANGE COMMISSION FILINGS.
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT. ANY OF THE FORWARD-LOOKING STATEMENTS THAT WE MAKE IN THIS QUARTERLY REPORT ON FORM 10-Q AND IN OTHER PUBLIC REPORTS AND STATEMENTS WE MAKE MAY TURN OUT TO BE INACCURATE AS A RESULT OF OUR BELIEFS AND ASSUMPTIONS WE MAKE IN CONNECTION WITH THE FACTORS SET FORTH ABOVE OR BECAUSE OF OTHER UNIDENTIFIED AND UNPREDICTABLE FACTORS. IN ADDITION, OUR BUSINESS AND FUTURE RESULTS ARE SUBJECT TO A NUMBER OF OTHER FACTORS, INCLUDING THOSE FACTORS SET FORTH IN THE “RISK FACTORS” SECTION OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON APRIL 14, 2026. BECAUSE OF THESE AND OTHER UNCERTAINTIES, OUR ACTUAL FUTURE RESULTS MAY BE MATERIALLY DIFFERENT FROM THE RESULTS INDICATED BY THESE FORWARD-LOOKING STATEMENTS, AND YOU SHOULD NOT RELY ON SUCH STATEMENTS. WE UNDERTAKE NO OBLIGATION TO PUBLISH REVISED FORWARD-LOOKING STATEMENTS TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF. THESE RISKS COULD CAUSE OUR ACTUAL RESULTS FOR 2026 AND BEYOND TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS BY OR ON BEHALF OF US, AND COULD NEGATIVELY AFFECT OUR FINANCIAL CONDITION, LIQUIDITY AND OPERATING AND STOCK PRICE PERFORMANCE.
Business Overview
Starco Brands, Inc. (formerly Insynergy Products, Inc.), which we refer to as “the Company,” “our Company,” “STCB”, “we,” “us” or “our,” was incorporated in the State of Nevada on January 26, 2010 under the name Insynergy, Inc. On September 7, 2017, the Company filed an Amendment to the Articles of Incorporation to change the corporate name to Starco Brands, Inc. The Board determined the change of the Company’s name was in the best interests of the Company due to changes in our current and anticipated business operations at that time. In July 2017, the Company entered into a licensing agreement with TSG, a related party entity, located in Los Angeles, California. TSG is a private label and branded aerosol and liquid fill manufacturer with manufacturing assets in the following verticals: DIY/Hardware, paints, coatings and adhesives, household, hair care, disinfectants, automotive, motorcycle, arts & crafts, personal care cosmetics, personal care FDA, sun care, food, cooking oils, beverages, and spirits and wine. Upon entering into the licensing agreement with TSG, the Company pivoted to commercializing novel consumer products manufactured by TSG.
In 2022, the Company embarked on a strategy to grow its consumer product line offerings through the acquisition of multiple subsidiaries with established behavior changing products and brands. With an increased product line and its existing partner relationships, the Company has continued expanding its vertical and consumer base.
| 27 |
Executive Overview
In July 2017, our Board entered into a licensing agreement with TSG to pursue a new strategic marketing plan involving commercializing leading edge products with the intent to sell them through brick and mortar and online retailers. We are a company whose mission is to create behavior-changing products and brands. Our core competency is inventing brands, marketing, building trends, pushing awareness and social marketing. The licensing agreement with TSG provided STCB with certain products on an exclusive and royalty-free basis and other products on a non-exclusive and royalty basis, in the categories of food, household cleaning, air care, spirits and personal care.
The current CEO and owner of TSG, Ross Sklar, was named the CEO of STCB in August of 2017. Mr. Sklar has spent his career commercializing technology in industrial and consumer markets. Mr. Sklar has built teams of manufacturing personnel, research and development, and sales and marketing professionals over the last 20 years and has grown TSG into a successful and diversified manufacturer supplying a wide range of products to some of the largest retailers in the United States. As the Company continues to grow the number of products and brands under the STCB umbrella, it will continue to leverage its relationship with TSG to streamline its product manufacturing.
Product Development
We have conducted extensive research and have identified specific channels to penetrate with a portfolio of novel technologies. We are executing on this vision and, since our inception, have launched and /or served as the marketer of record for various product lines.
Winona Pure®
STCB is the marketer of record, but not the owner of record for the Winona Pure® line of products. This line originated with Winona Butter Flavor Popcorn Spray and has since expanded with additional flavors of popcorn spray (Caramel, Garlic Butter and Hot Sauce). Additionally, the brand has launched a Sauce Spray line of products (Hot Sauce, Garlic Butter and Butter). STCB provides marketing services for Winona pursuant to a licensing agreement. The Winona line of products is sold in Walmart, H-E-B, Meijer and Food Lion grocery stores, among other retailers. STCB also offers the Winona Popcorn Spray line on Amazon through our strategic partner Pattern (formally iServe), who is a stockholder in STCB.
Whipshots®
In December 2021, the Company launched a new product line consisting of vodka-infused, whipped-cream aerosols, under the brand name “Whipshots” at Art Basel in Miami and garnered over 1 billion impressions world-wide, and sold-out of its limited quantity can launches on whipshots.com each day of the month of the December launch month. The Company launched brick and mortar retail distribution in the first quarter of 2022, signed a distribution agreement with Republic National Distributing Company (“RNDC”), one of the largest spirits distributors in the nation, and signed distribution agreements with others. Whipshots® is currently distributed in 47 of 50 states. The base flavors of Whipshots®– Vanilla, Mocha, Caramel and Chocolate – are accompanied by new and Limited Time flavors such as Peppermint, Lime, Pumpkin Spice, Strawberry and King Cake. We plan to continue to offer various additional Limited Time flavors over time. Whipshots® is produced by Temperance, where Sklar is a majority shareholder.
Whipshots® and Whipshotz® Trademarks
On September 8, 2021, Whipshots LLC, an indirect subsidiary of the Company, entered into an Intellectual Property Purchase Agreement, effective August 24, 2021, with Penguins Fly, LLC, a Pennsylvania limited liability company (“Seller”). The agreement provided that the Seller would sell the trademarks “Whipshotz” and “Whipshots”, the accompanying domain and social media handles of the same nomenclature, and certain intellectual property, documents, digital assets, customer data and other transferable rights under non-disclosure, non-compete, non-solicitation and confidentiality contracts benefiting the purchased intellectual property and documents (collectively, the “Acquired Assets”) to Whipshots LLC. The purchase price for the Acquired Assets is payable to Seller, over the course of seven years, based on a sliding scale percentage of gross revenues actually received by us solely from our sale of Whipshots/Whipshotz Products. The payments are subject to a minimum amount in each contract year and a maximum aggregate amount.
| 28 |
The Art of Sport® and AOS®
On September 12, 2022, STCB, through its wholly-owned subsidiary Starco Merger Sub Inc. (“Merger Sub”), completed its acquisition (the “AOS Acquisition”) of The AOS Group Inc., a Delaware corporation (“AOS”). The AOS Acquisition consisted of Merger Sub merging with and into AOS, with AOS being the surviving corporation. AOS® is a wholly-owned subsidiary of Brands Holdco, which is in turn a wholly-owned subsidiary of STCB. AOS® is the maker of Art of Sport® premium body and skincare products engineered to power and protect athletes and brings over the counter respiratory, sun care, women and children, pain management, performance supplements, food, beverage and apparel product lines under STCB auspices.
Skylar®
On December 29, 2022, STCB, through its wholly-owned subsidiary Starco Merger Sub II, Inc. (“Merger Sub II”), completed its acquisition (the “Skylar Acquisition”) of Skylar Body, Inc., a Delaware corporation (“Skylar Inc.”) through the merger of Merger Sub II with and into Skylar Inc. Immediately following the Skylar Acquisition Skylar Inc. merged with and into Skylar Body, LLC (“Skylar”) a wholly-owned subsidiary of STCB, with Skylar as the surviving entity. Skylar® is a wholly-owned subsidiary of Brands Holdco, which is in turn a wholly-owned subsidiary of STCB. Skylar® is the maker of fragrances that are hypoallergenic and safe for sensitive skin.
Soylent®
On February 15, 2023, STCB, through its wholly-owned subsidiary Starco Merger Sub I, Inc. (“Merger Sub I”), completed its acquisition (the “Soylent Acquisition”) of Soylent Nutrition, Inc., a Delaware corporation (“Soylent”). The Soylent Acquisition consisted of Merger Sub I merging with and into Soylent, with Soylent being the surviving corporation. Soylent® is a wholly-owned subsidiary of Brands Holdco, which is in turn a wholly-owned subsidiary of STCB. Soylent® is the maker of a wide range of plant-based “complete nutrition” and “functional food” products with a lineup of plant-based convenience shakes, powders and bars that contain proteins, healthy fats, functional amino acids and essential nutrients.
Distribution Agreements
In November of 2021, we entered into separate distribution agreements (each a “Distribution Agreement” and, collectively, the “Distribution Agreements”) with each of (i) National Distributing Company, Inc., a Georgia corporation, (ii) Republic National Distributing Company, LLC, a Delaware limited liability company, and (iii) Young’s Market Company, LLC, a Delaware limited liability company (each a “Distributor” and, collectively, the “Distributors”) each with an effective date as of November 1, 2021. Pursuant to the Distribution Agreements, the Distributors will act as the exclusive distributor for STCB in the Territories set forth on Exhibit B for the Products set forth on Exhibit A, to each such Distribution Agreement, as amended from time to time. The Distribution Agreements cover 47 U.S. States and the District of Columbia.
Pursuant to the terms of the Distribution Agreements, the Distributors serve as the exclusive distributors in such Territories for Whipshots®. The Distribution Agreements provide the Distributors rights to expand the Territories and Products covered under each such Distribution Agreement as we expand our product lines and distribution channels. The expansion of Territories and Products may be exercised under various rights, including rights of first refusal to serve as an exclusive distributor of new Products in new Territories. The Company has also agreed to grant the Distributors “most favored nations” pricing providing for the lowest price available across the United States and its territories and possessions (the “US Territory”), and to grant Distributors any volume or other discounts that are offered to any other distributor in the US Territory by us, provided such action is not a violation of applicable law.
Broker Agreements
In November of 2021, we entered into separate Broker Agreements (each a “Broker Agreement” and, collectively, the “Broker Agreements”) with both Republic National Distributing Company, LLC, a Delaware limited liability company, and Young’s Market Company, LLC, a Delaware limited liability company (each a “Broker” and, collectively, the “Brokers”) each with an effective date as of November 1, 2021. Pursuant to the Broker Agreements, the Broker acts as the exclusive broker for us in the Territories set forth on Exhibit B for the Products set forth on Exhibit A, to each such Broker Agreement, as amended from time to time. Each Broker will receive a commission rate of 10%. The foregoing Broker Agreements now cover 9 U.S. States.
Competition
The household, personal care and beverage consumer products market in the U.S. is mature and highly competitive. Our competitive set has grown with our recent acquisitions and consists of consumer products companies, including large and well-established multinational companies as well as smaller regional and local companies. These competitors include Johnson & Johnson, The Procter & Gamble Company, Unilever, Diageo, CytoSport, Inc., Abbott Nutrition, Nestlé, Owyn, Clean Reserve, The 7 Virtues and others. Within each product category, most of our products compete with other widely advertised brands and store brand products.
Competition in our product categories is based on a number of factors including price, quality and brand recognition. We benefit from the strength of our brands, a differentiated portfolio of quality branded and store brand products, as well as significant capital investment in our manufacturing facilities. We believe the strong recognition of the Whipshots® and Soylent® brands among U.S. consumers, along with the growing brand recognition of Skylar®, gives us a competitive advantage.
| 29 |
Growth Strategy
As long as the Company can raise capital, the Company plans to launch other products in spray foods and condiments, over the counter respiratory, air care, skin care, sun care, hair care, personal care, pain management, performance supplements, plant-based convenience shakes, powders and bars, apparel, fragrances, spirits and beverages over the next 36 months. Financing growth and launching of new products through our key subsidiaries is key to the Company’s ability to raise further capital.
To support this strategy, the Company continues to pursue strategic partnerships and acquisitions. In July 2025, our indirect subsidiary Skylar entered into a license agreement with BlueUTA-I LLC, granting rights to the likeness and trademarks of artist Leah Kateb for use in commercial products. This agreement includes base and royalty compensation, equity grants, and stock options, and is expected to enhance brand visibility and drive product innovation across multiple categories.
Additionally, on July 29, 2025, the Company executed a non-binding exclusive Letter of Intent to acquire its contract manufacturers, collectively referred to as The Starco Group. This proposed transaction is expected to provide greater scale and margin efficiency through vertical integration and would result in the Company being renamed “STARCO,” with two primary operating subsidiaries. We have not acquired the contract manufacturers as of this Report, however, on July 2, 2026 the Company formed Starco Manufacturing, LLC, a Nevada limited liability company (“Manufacturing Holdco”), and on July 6, 2026, the Company formed Starco Brands, LLC, a Nevada limited liability company (“Brands Holdco” and together with Manufacturing Holdco, the “Holdcos”).
We will need to rely on sales of our Class A common stock and other sources of financing to raise additional capital. The purchases and manner of any share issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act. This provides significant support for our current retail and online distribution. We also plan to raise capital in the future through a compliant offering.
We remain committed to establishing ourselves as a premier brand owner and third-party marketer of innovative, cutting-edge technologies within the consumer products marketplace, with the ultimate goal of driving success and enhancing stockholder value. The Company will continue to evaluate its opportunities to further set the strategy for 2026 and beyond.
For more information and to view our products, you may visit our websites at www.starcobrands.com, www.whipshots.com, www.spraywinona.com, www.artofsport.com, www.skylar.com and www.soylent.com.
Offices
Our principal executive offices are located at 706 N Citrus Avenue, Los Angeles, California 90038, and our telephone number is (844) 478-2726. Our website is www.starcobrands.com and the Company makes its SEC reports available on the website. Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Quarterly Report.
Employees
STCB and its subsidiaries had 26 full-time employees as of June 30, 2026 and used independent contractors and consultants on an as needed basis.
Results of Operations
Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025
| June 30, 2026 | June 30, 2025 | Change | ||||||||||
| Revenues, net | $ | 7,836,040 | $ | 10,586,121 | $ | (2,750,081 | ) | |||||
| Revenues, related parties, net | 229,752 | 421,379 | (191,627 | ) | ||||||||
| Cost of revenues | 4,587,602 | 6,595,220 | (2,007,618 | ) | ||||||||
| Gross profit | 3,478,190 | 4,412,280 | (934,090 | ) | ||||||||
| Operating expenses: | ||||||||||||
| Compensation expense | 1,900,689 | 1,661,971 | 238,718 | |||||||||
| Professional fees | 686,079 | 911,927 | (225,848 | ) | ||||||||
| Marketing, general and administrative | 2,153,923 | 3,193,889 | (1,039,966 | ) | ||||||||
| Total operating expense | 4,740,691 | 5,767,787 | (1,027,096 | ) | ||||||||
| Loss from operations | (1,262,501 | ) | (1,355,507 | ) | 93,006 | |||||||
| Other expense: | ||||||||||||
| Interest expense | 193,048 | 257,538 | (64,490 | ) | ||||||||
| Other expense | 6,085 | 237,156 | (231,071 | ) | ||||||||
| Total other expense | 199,133 | 494,694 | (295,561 | ) | ||||||||
| Loss before provision for income taxes | (1,461,634 | ) | (1,850,201 | ) | 388,567 | |||||||
| Provision for income taxes | - | - | - | |||||||||
| Net loss | (1,461,634 | ) | (1,850,201 | ) | 388,567 | |||||||
| Net (loss) income attributable to non-controlling interest | (27,538 | ) | (184 | ) | (27,354 | ) | ||||||
| Net loss attributable to Starco Brands | $ | (1,434,096 | ) | $ | (1,850,017 | ) | $ | 415,921 | ||||
| 30 |
Revenues
For the three months ended June 30, 2026, we recorded revenues of $7,836,040 compared to $10,586,121 for the three months ended June 30, 2025, a decrease of $2,750,081 or 26%. The decrease in the current period was primarily due to decreases in sales of Soylent stemming from an inability to receive product from its primary supplier, partially offset by increases in sales of Skylar.
Revenues, related parties
For the three months ended June 30, 2026, we recorded related party revenues of $229,752 compared to $421,379 for the three months ended June 30, 2025, a decrease of $191,627 or 45%. This decline was due to declines in sales of Whipshots due to continued softening in the spirits market.
Segment Revenue Results
The following discussion provides additional detail on segment-level revenue performance for the three months ended June 30, 2026 and 2025.
Soylent. Soylent revenues were $2,989,196 for the three months ended June 30, 2026, compared to $6,754,481 for the three months ended June 30, 2025. The change was primarily attributable to an inability to receive product from its primary supplier.
Skylar. Skylar revenues were $3,485,170 for the three months ended June 30, 2026, compared to $2,445,134 for the three months ended June 30, 2025. The increase was primarily due to the success of our marketing initiatives and new product rollouts.
Whipshots. Whipshots related-party revenues were $229,752 for the three months ended June 30, 2026, compared to $421,379 for the three months ended June 30, 2025. The change reflects continuing softening in the spirits market.
Winona. Winona revenues were $1,361,749 for the three months ended June 30, 2026, compared to $1,026,623 for the three months ended June 30, 2025.
AOS. AOS revenues were ($75) for the three months ended June 30, 2026, compared to $359,883 for the three months ended June 30, 2025. The decrease was primarily attributable to sales associated with a product launch in 2025 that did not recur in 2026. Results were further affected by changes to AOS’s go-to-market strategy during the current period, including its transition on Amazon from a consignment model to a wholesale model, as well as deductions recorded during the period relating to sales in prior periods.
Operating Expenses
For the three months ended June 30, 2026, our compensation expense amounted to $1,900,689, reflecting an increase of $238,718 or 14%, compared to $1,661,971 for the three months ended June 30, 2025. The increase is primarily attributable to the payment of employee bonuses in the quarter, partially offset by reduced headcount and stock-based compensation compared to the prior-year period.
For the three months ended June 30, 2026, our professional fees totaled $686,079, representing a decrease of $225,848 or 25%, compared to $911,927 in the prior period. Professional fees are mainly for contractors, accounting, auditing and legal services associated with business operations, merger activity, and our quarterly filings as a public company, and advisory and valuation services. The decrease is primarily due to a reduction in outsourced accounting fees as we transitioned the function to internal employees in the second half of last year and decreased legal and audit and valuation fees in the current year.
For the three months ended June 30, 2026, our marketing, general and administrative expenses were $2,153,923, reflecting a decrease of $1,039,966 or 33%, compared to $3,193,889 for the three months ended June 30, 2025. The decrease primarily reflects lower amortization expense following the write-offs of intangible assets at our Soylent subsidiary at December 31, 2025, reduced broker commissions and marketing support costs at Soylent and AOS, and reduced borrower fees due to our year end refinancing, partially offset by increased marketing spend at Skylar.
For the three months ended June 30, 2026 and 2025, there was no fair value share adjustment gain or loss. The $3,692,529 fair value share adjustment gain related to the Soylent sellers’ rights was recognized during the six months ended June 30, 2025 (in the first quarter of 2025); see the six-month discussion below.
Other Expense
For the three months ended June 30, 2026, we had total other expense of $199,133 compared to total other expense of $494,694 for the three months ended June 30, 2025. For the three months ended June 30, 2026, the Company had interest expense of $193,048 compared to interest expense of $257,538 during the same period in 2025; the Company also had other expense of $6,085 for the three months ended June 30, 2026 as compared to other expense of $237,156 during the same period in 2025.
Net (Loss) Income
For the three months ended June 30, 2026, we reported a net loss of $1,461,634, compared to a net loss of $1,850,201 for the same period in 2025. The year-over-year improvement was primarily driven by lower operating expenses, including reduced marketing and professional fees, partially offset by lower revenue.
| 31 |
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025
| June 30, 2026 | June 30, 2025 | Change | ||||||||||
| Revenues, net | $ | 16,815,309 | $ | 20,404,878 | $ | (3,589,569 | ) | |||||
| Revenues, related parties, net | 512,911 | 1,471,691 | (958,780 | ) | ||||||||
| Cost of revenues | 9,735,800 | 12,721,051 | (2,985,251 | ) | ||||||||
| Gross profit | 7,592,420 | 9,155,518 | (1,563,098 | ) | ||||||||
| Operating expenses: | ||||||||||||
| Compensation expense | 3,579,437 | 3,398,159 | 181,278 | |||||||||
| Professional fees | 1,269,958 | 1,692,151 | (422,193 | ) | ||||||||
| Marketing, general and administrative | 4,581,744 | 6,578,307 | (1,996,563 | ) | ||||||||
| Fair value share adjustment gain | - | (3,692,529 | ) | 3,692,529 | ||||||||
| Total operating expense | 9,431,139 | 7,976,088 | 1,455,051 | |||||||||
| Income (loss) from operations | (1,838,719 | ) | 1,179,430 | (3,018,149 | ) | |||||||
| Other expense: | ||||||||||||
| Interest expense | 431,033 | 494,174 | (63,141 | ) | ||||||||
| Other expense | 21,602 | 559,352 | (537,750 | ) | ||||||||
| Total other expense | 452,635 | 1,053,526 | (600,891 | ) | ||||||||
| Income (loss) before provision for income taxes | (2,291,354 | ) | 125,904 | (2,417,258 | ) | |||||||
| Provision for income taxes | - | - | - | |||||||||
| Net income (loss) | (2,291,354 | ) | 125,904 | (2,417,258 | ) | |||||||
| Net income attributable to non-controlling interest | (59,293 | ) | 97,065 | (156,358 | ) | |||||||
| Net income (loss) attributable to Starco Brands | $ | (2,232,061 | ) | $ | 28,839 | $ | (2,260,900 | ) | ||||
Revenues
For the six months ended June 30, 2026, we recorded revenues of $16,815,309 compared to $20,404,878 for the six months ended June 30, 2025, a decrease of $3,589,569 or 18%. The decrease was primarily due to decreases in sales of Soylent stemming from an inability to receive product from our primary supplier, partially offset by increases in sales of Skylar.
Revenues, related parties
For the six months ended June 30, 2026, we recorded related party revenues of $512,911 compared to $1,471,691 for the six months ended June 30, 2025, a decrease of $958,780 or 65%. This decline was due to declines in sales of Whipshots due to continued softening in the spirits market.
Segment Revenue Results
The following discussion provides additional details on segment-level revenue performance for the six months ended June 30, 2026 and 2025.
Soylent. Soylent revenues were $7,375,202 for the six months ended June 30, 2026, compared to $14,009,080 for the six months ended June 30, 2025. The change was primarily attributable to an inability to receive product from its primary supplier.
Skylar. Skylar revenues were $7,157,670 for the six months ended June 30, 2026, compared to $3,859,067 for the six months ended June 30, 2025. The increase was primarily due to the success of our marketing initiatives and new product rollouts.
Whipshots. Whipshots related-party revenues were $512,911 for the six months ended June 30, 2026, compared to $1,471,691 for the six months ended June 30, 2025. The decrease was primarily due to continuing softening in the spirits market.
Winona. Winona revenues were $2,227,682 for the six months ended June 30, 2026, compared to $1,991,194 for the six months ended June 30, 2025.
AOS. AOS revenues were $54,755 for the six months ended June 30, 2026, compared to $545,537 for the six months ended June 30, 2025. The decrease was primarily attributable to sales associated with a product launch in 2025 that did not recur in 2026 and changes to AOS’s go-to-market strategy during the current period.
Operating Expenses
For the six months ended June 30, 2026, our compensation expense amounted to $3,579,437, reflecting an increase of $181,278 or 5%, compared to $3,398,159 for the six months ended June 30, 2025.
For the six months ended June 30, 2026, our professional fees totaled $1,269,958, representing a decrease of $422,193 or 25%, compared to $1,692,151 in the prior period. The decrease is primarily due to a reduction in outsourced accounting fees as we transitioned the function to internal employees in the second half of last year and decreased legal and audit and valuation fees in the current year.
For the six months ended June 30, 2026, our marketing, general and administrative expenses were $4,581,744, reflecting a decrease of $1,996,563 or 30%, compared to $6,578,307 for the six months ended June 30, 2025. The decrease primarily reflects lower amortization expense following the write-offs of intangible assets at our Soylent subsidiary at December 31, 2025, reduced broker commissions and marketing support costs at Soylent and AOS, and reduced borrower fees due to our year end refinancing, partially offset by increased marketing spend at Skylar.
For the six months ended June 30, 2026, there was no fair value share adjustment gain. For the six months ended June 30, 2025, the Company recognized a change in fair value share adjustment gain of $3,692,529 due to a decrease in the fair value of the Soylent sellers’ rights to potentially receive additional Starco shares, the final settlement of which occurred in 2025.
| 32 |
Other Expense
For the six months ended June 30, 2026, we had total other expense of $452,635 compared to total other expense of $1,053,526 for the six months ended June 30, 2025. For the six months ended June 30, 2026, the Company had interest expense of $431,033 compared to interest expense of $494,174 during the same period in 2025; the Company also had other expense of $21,602 for the six months ended June 30, 2026 as compared to other expense of $559,352 during the same period in 2025.
Net (Loss) Income
For the six months ended June 30, 2026, we reported a net loss of $2,291,354, compared to net income of $125,904 for the same period in 2025. The year-over-year change was primarily driven by the $3,692,529 fair value share adjustment gain recognized in the prior-year period, which did not recur in 2026, and lower revenue, partially offset by reduced operating expenses.
Liquidity and Capital Resources
As reflected in the accompanying condensed consolidated financial statements, we had an accumulated deficit of $104,579,639 as of June 30, 2026. Net cash used in financing activities for the six months ended June 30, 2026 was $149,202, consisting of payments on notes payable. During the same period in 2025, we generated $693,062 in cash from financing activities, primarily due to $362,194 of net proceeds from the revolving loan and $330,868 in net proceeds from notes payable.
We used $768,074 of net cash in operating activities for the six months ended June 30, 2026. Operating cash outflows were primarily driven by our net loss of $2,291,354, partially offset by non-cash adjustments (including $708,628 of amortization and $463,880 of stock-based compensation) and by working-capital changes, including a decrease in accounts receivable of $529,791 offset by an increase in inventory of $414,285. During the same period in 2025, our net cash used in operating activities was $859,889 compared to net income of $125,904 for the period, negatively affected by the $3,692,529 non-cash gain recognized during the period.
Notes Payable - Ross Sklar (Chief Executive Officer)
On August 11, 2023, the Company issued the Consolidated Secured Note to Ross Sklar in the principal amount of $4,000,000, consolidating several prior notes. The Consolidated Secured Note bore interest at the Wall Street Journal Prime Rate plus 2 percent, reassessed monthly, and was secured by substantially all of our assets pursuant to an Amended and Restated Consolidated Security Agreement, dated August 11, 2023. On May 31, 2024, we and Mr. Sklar entered into an amendment extending the maturity date of the Consolidated Secured Note to August 31, 2026, with an automatic extension to August 31, 2027 if amounts remain outstanding at maturity. The restructuring was accounted for as a debt modification.
During 2024, we repaid $1,527,500 of principal under the Consolidated Secured Note using proceeds from the Gibraltar Loan. As of December 31, 2024, the outstanding principal balance under the Consolidated Secured Note was $2,472,500, with no accrued interest outstanding.
On August 13, 2025, we and Mr. Sklar entered into a Second Amendment to the Consolidated Secured Note. The Second Amendment consolidated two additional loans made by Mr. Sklar to us in the aggregate principal amount of $1,000,000, consisting of a $500,000 loan funded on July 15, 2025 and a $500,000 loan funded on August 15, 2025. After giving effect to these additional loans and prior repayments, the principal balance under the Consolidated Secured Note was adjusted to $3,472,500. The Second Amendment reaffirmed that the Consolidated Secured Note remained subject to the Subordination Agreement dated May 24, 2024 between Mr. Sklar and Gibraltar Business Capital, LLC. Except as modified by the Second Amendment, all other terms of the Consolidated Secured Note, including interest rate, repayment provisions, and maturity, remained unchanged.
As of June 30, 2026, the outstanding principal balance owed to Mr. Sklar under the Consolidated Secured Note was $3,472,500. Interest expense related to notes held by Mr. Sklar was $87,792 and $61,393 for the three months ended June 30, 2026 and 2025, respectively, and $172,713 and $120,705 for the six months ended June 30, 2026 and 2025, respectively.
| 33 |
Related Party Bridge Loan – The Starco Group, Inc.
On December 22, 2025, we entered into the Bridge Loan with TSGI, a company wholly-owned by Ross Sklar, the Company’s Chief Executive Officer. The Bridge Loan provides for a bridge term loan of up to $5,000,000, including an initial disbursement of $4,500,000 and additional delayed drawdowns of up to $500,000 through December 31, 2026. The initial proceeds were used to repay our outstanding obligations under the Gibraltar Loan and to support working capital needs.
The Bridge Loan bears interest at the lesser of (i) the Highest Lawful Rate or (ii) the Prime Rate (not less than 6.00 percent) plus 4.25 percent. Interest is payable monthly beginning January 1, 2026. Principal payments begin January 1, 2027 and continue through 2030, with scheduled monthly payments ranging from $28,000 to $66,000. We may prepay the Bridge Loan at any time without penalty. The Bridge Loan matures on the earlier of (i) five years from issuance, (ii) acceleration upon default, or (iii) full repayment.
As of June 30, 2026, the outstanding principal balance under the Bridge Loan was $4,500,000, and interest expense related to the loan was $83,875 and $0 for the three months ended June 30, 2026 and 2025, respectively, and $221,375 and $0 for the six months ended June 30, 2026 and 2025, respectively.
Going Concern
We have concluded that substantial doubt exists about our ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. The principal conditions giving rise to substantial doubt include our history of recurring net losses and continued working capital deficiencies. As of June 30, 2026, we had an accumulated deficit of $104,579,639, including net losses of $1,461,634 and $2,291,354 for the three and six months then ended, and a working capital deficit of approximately $2.5 million.
Management has evaluated the factors contributing to these conditions. Our historical net losses and accumulated deficit are primarily attributable to non-cash or one-time, non-recurring expenses, including goodwill impairment, stock-based compensation, fair value share adjustment losses, and acquisition-related transaction costs.
As of June 30, 2026, our total debt was $7,972,500, consisting of $3,472,500 of notes payable to our CEO, Ross Sklar and $4,500,000 outstanding under the Bridge Loan. Mr. Sklar holds a significant minority ownership interest, is the Company’s CEO and a member of the Board, and historically, certain notes payable to him have been extended or refinanced; however, there can be no assurance that such extensions or refinancings will continue in the future.
To address the conditions giving rise to substantial doubt, management intends to pursue additional financing sources to enhance liquidity, provide working capital, and support repayment of existing obligations, if necessary. Management also continues to implement strategic initiatives to increase revenue in our most profitable sales channels and reduce overall expenses as a percentage of revenue. Improvements to date have resulted, and are expected to continue to result, from operational synergies achieved through our shared services model and our focus on profitable sales channels.
Despite these plans, the conditions described above continue to raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Working Capital
| June 30, 2026 | December 31, 2025 | |||||||
| Current assets | $ | 10,934,676 | $ | 11,899,737 | ||||
| Current liabilities | (13,439,656 | ) | (13,285,278 | ) | ||||
| Working capital deficiency | $ | (2,504,980 | ) | $ | (1,385,541 | ) | ||
The decrease in current assets is primarily due to a decrease in cash of $917,276 and a decrease in accounts receivable of $529,791, partially offset by increases in inventory of $414,285 and prepaid expenses of $67,721. The increase in current liabilities is primarily the result of an increase in other payables and accrued liabilities of $244,411, an increase in notes payable of $221,267 and an increase in related-party payables, partially offset by a decrease in accounts payable of $784,290.
Cash Flows
Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (768,074 | ) | $ | (859,889 | ) | ||
| Net cash used in investing activities | - | (130,951 | ) | |||||
| Net cash used in financing activities | (149,202 | ) | 693,062 | |||||
| Decrease in cash | $ | (917,276 | ) | $ | (297,778 | ) | ||
Operating Activities
Net cash used in operating activities was $768,074 for the six months ended June 30, 2026, compared to net cash used of $859,889 for the six months ended June 30, 2025, an decrease in cash used of $91,815. The decrease was primarily attributable to a net loss of $2,291,354 in the current period, compared to net income of $125,904 in the prior-year period, which in the prior year included a $3,692,529 non-cash gain on the stock payable share adjustment that reduced prior-year operating cash flows.
For the six months ended June 30, 2026, net loss of $2,291,354 was adjusted for non-cash items, including amortization of intangible assets of $708,628, stock-based compensation of $463,880, and depreciation of $3,262. Amortization expense decreased approximately $715,000 compared to the prior-year period, primarily due to the impairment of certain Soylent intangible assets recognized in 2025, which reduced the remaining amortizable basis of those assets.
Changes in operating assets and liabilities used net cash of approximately $22,959 during the six months ended June 30, 2026. This was primarily driven by a decrease in accounts receivable of $529,791 and increases in other payables and accrued liabilities (including related-party amounts) of $563,361 and in related-party accounts payable of $146,216, offset by an increase in inventory of $414,285, a decrease in accounts payable of $784,290, and an increase in prepaid expenses and other assets of $67,721.
| 34 |
Investing Activities
There were no investing activities during the six months ended June 30, 2026.
Net cash used in investing activities was $130,951 for the six months ended June 30, 2025 and was due to the purchase of property and equipment and intangibles.
Financing Activities
For the six months ended June 30, 2026, net cash used in financing activities was $149,202, consisting of payments on notes payable.
For the six months ended June 30, 2025, net cash provided by financing activities was $693,062, which includes net proceeds of $362,194 on the revolving loan and net proceeds of $330,868 on notes payable.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Effects of Inflation
Inflationary factors such as increases in the costs to acquire goods and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of revenues if the selling prices of our services do not increase with these increased costs.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements have been prepared in conformity with US GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs, expense and related disclosures. These estimates and assumptions are often based on historical experience and judgements that we believe to be reasonable under the circumstances at the time made. However, all such estimates and assumptions are inherently uncertain and unpredictable, and actual results may differ. It is possible that other professionals, applying their own judgement to the same facts and circumstances, could develop and support alternative estimates and assumptions that could result in material changes to our operating results and financial condition. We evaluate our estimates and assumptions on an ongoing basis.
We consider our critical accounting estimates to include the assumptions and estimates associated with timing for revenue recognition, testing of goodwill and intangibles for impairment, recoverability of long-lived assets, estimating the allowance for doubtful accounts, determining the net realizable value of inventory, assessing the value of certain share-based adjustments, income taxes, fair value of contributed services, and assumptions used in the Black-Scholes valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate. Our significant accounting policies are more fully described in the notes to our condensed consolidated financial statements. We believe that the following accounting policies and estimates are critical to our business operations and understanding our financial results.
| 35 |
Acquisition Accounting
We account for acquisitions in accordance with the acquisition method of accounting pursuant to ASC 805, Business Combinations. Accordingly, for each acquisition, we record the fair value of the assets acquired and liabilities assumed as of the acquisition date and recognize the excess of the consideration paid over the fair value of the net assets acquired as goodwill. For each acquisition, the fair value of assets acquired, and liabilities assumed is determined based on assumptions that reasonable market participants would use to value the assets in the principal (or most advantageous) market.
In determining the fair value of the assets acquired and the liabilities assumed in connection with acquisitions, management engages third-party valuation experts. Management is responsible for these internal and third-party valuations and appraisals.
Revenue Recognition
STCB, excluding its subsidiaries, earns a majority of its revenues through the sale of food products, primarily through Winona. Revenue from retail sales is recognized at shipment to the retailer.
AOS, one of STCB’s indirect wholly-owned subsidiaries, earns its revenues through the sale of premium body and skincare products. Revenue from retail sales is recognized at shipment to the retailer. Revenue from eCommerce sales, including Amazon Fulfillment by Amazon (“Amazon FBA”), is recognized upon shipment of merchandise or FOB destination.
Skylar, one of STCB’s indirect wholly-owned subsidiaries, earns its revenues through the sale of fragrances. Revenue from retail sales is recognized at shipment to the retailer. Revenue from eCommerce sales, including Amazon FBA, is recognized either upon shipment of merchandise or FOB destination.
Soylent, one of STCB’s indirect wholly-owned subsidiaries, earns its revenues through the sale of nutritional drinks. Revenue from retail sales is recognized at shipment to the retailer. Revenue from eCommerce sales, is recognized upon shipment of merchandise.
Whipshots Holdings, an indirect 85% owned subsidiary, earns its revenues as royalties from the licensing agreements it has with Temperance, a related entity. STCB licenses the right for Temperance to manufacture and sell vodka infused whipped cream. The amount of the licensing revenue received varies depending upon the product and the royalty percentage is based on contractual terms. The Company recognizes its revenue under these licensing agreements only when sales are made by Temperance to a third party.
The Company applies the following five-step model in order to determine this amount: (i) identify the contract with a customer; (ii) identify the performance obligation in the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the licensee transferring goods or services to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company’s licensee must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s licensee’s performance obligations are transferred to customers at a point in time, typically upon delivery.
Goodwill Impairment
Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement.
We review goodwill for impairment at least annually or more frequently if indicators of impairment exist. Our goodwill impairment test may require the use of qualitative judgements and fair-value techniques, which are inherently subjective. Impairment loss, if any, is recorded when the fair value of goodwill is less than its carrying value for each reporting unit.
No impairment losses related to goodwill were recognized for the six months ended June 30, 2026 and 2025.
| 36 |
Recoverability of Long-Lived Assets
We review intangible assets, property, equipment and software with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted cash flows that the asset or asset group is expected to generate. If assets are determined to be impaired, the impairment loss to be recognized equals the amount by which the carrying value of the asset or group of assets exceeds its fair value. Significant estimates include but are not limited to future expected cash flows, replacement cost and discount rates.
There were no impairment losses related to long-lived assets for the six months ended June 30, 2026 and 2025.
Accounts Receivable
We measure accounts receivable at net realizable value. This value includes an appropriate allowance for credit losses to present the net amount expected to be collected on the financial asset. We calculate the allowance for credit losses based on available relevant information, in addition to historical loss information, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our partners and customers.
Inventory
Inventory consists of premium body and skincare products, fragrances and nutritional products. Inventory is measured and stated at average cost as of June 30, 2026. The value of inventories is reduced for excess and obsolete inventories. We monitor inventory to identify events that would require impairment due to obsolete inventory and adjust the value of inventory when required.
Fair Value of Financial Instruments
We follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amount of our consolidated financial assets and liabilities, such as cash, accounts receivable, accounts payable, prepaid expenses, and accrued expenses approximate their fair value because of the short maturity of those instruments. Our notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2026 and December 31, 2025.
We may be required to contemplate the fair value of certain share-based adjustments, which require assumptions about market conditions, volatility and other relevant factors which are often obtained from third-party valuation firms. Significant changes to any unobservable input may result in a significant change in the fair value measurement.
Income Taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the condensed consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its condensed consolidated financial position or results of operations.
| 37 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable as we are a “smaller reporting company.”
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) and through the COSO 2013 framework as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of June 30, 2026, these disclosure controls and procedures were not effective.
A material weakness, as defined in the standards established by the Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis.
The ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses:
| ● | Lack of segregation of duties |
| ● | Lack of corporate documentation |
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026 that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.
| 38 |
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item. For a list of risk factors, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on April 14, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION.
None
| 39 |
ITEM 6. EXHIBITS
EXHIBIT INDEX
| 31.1 (#) | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 31.2 (#) | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 32.1 (#)(##) | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 32.2 (#)(##) | Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| (#) | Filed herewith. |
| (*) | Incorporated by reference to the filing indicated. |
| (+) | In accordance with Item 601(b)(10)(iv) and Item 601(a)(6) of Regulation S-K, certain provisions or terms have been redacted. Such redacted information includes information that is not material and treated as confidential by the registrant. The registrant will provide an unredacted copy of the agreement on a supplemental basis to the SEC or its staff upon request. |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) and 601(a). The registrant agrees to furnish a copy of all omitted exhibits and schedules on a supplemental basis to the SEC or its staff upon request. |
| (##) | The certifications attached as Exhibits 32.1 and 32.2 that accompany this report, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Starco Brands, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report irrespective of any general incorporation language contained in such filing. |
| 40 |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STARCO BRANDS, INC | ||
| (Registrant) | ||
| By: | /s/ Ross Sklar | |
| Ross Sklar | ||
| Chief Executive Officer, Interim-Chief Financial Officer and Director | ||
| (Principal Executive and Financial Officer) | ||
| August 14, 2026 | ||
| 41 |
Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Ross Sklar, hereby certify that:
(1) I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2026 (the “report”) of Starco Brands, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its condensed consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 14, 2026
| By: | /s/ Ross Sklar | |
| Ross Sklar, Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Ross Sklar, hereby certify that:
(1) I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2026 (the “report”) of Starco Brands, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its condensed consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 14, 2026
| By: | /s/ Ross Sklar | |
| Ross Sklar, Interim-Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Starco Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on or about the date hereof (the “report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 14, 2026
| By: | /s/ Ross Sklar | |
| Ross Sklar, Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Starco Brands, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026 as filed with the Securities and Exchange Commission on or about the date hereof (the “report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 14, 2026
| By: | /s/ Ross Sklar | |
| Ross Sklar, Interim-Chief Financial Officer | ||
| (Principal Financial Officer) |