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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 21, 2026 (July 15, 2026)
STARCO
BRANDS, INC.
(Exact
name of Company as specified in its charter)
| Nevada |
|
000-54892 |
|
27-1781753 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification Number) |
706
N. Citrus Ave.
Los
Angeles, CA 90038
(Address
of principal executive offices)
888-478-2726
(Registrant’s
Telephone Number)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A common stock |
|
STCB |
|
OTC Markets Group OTCQB
tier |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2. below):
| |
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item
1.01 Entry into a Material Definitive Agreement
The
disclosures set forth in Item 2.01 and Item 2.03 are hereby incorporated into this Item 1.01 by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
Membership
Interest Purchase Agreement
On
July 15, 2026 (the “Closing Date”), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”),
Starco Brands, Inc., a Nevada corporation (the “Company”), through its newly formed and wholly-owned subsidiary Starco
Manufacturing, LLC, a Nevada limited liability company (“Starco Manufacturing”), acquired all of the issued and outstanding
capital stock of Custom Foods, LLC, a Delaware limited liability company (the “Custom Foods”). Financing related to
the acquisition of Custom Foods (the “Acquisition”) was secured with funding from Pasadena Private Lending Inc., a
Delaware corporation (“PPL”) under the Loan Agreement, as further described
in Item 2.03 hereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the
Purchase Agreement.
Under
the terms of the Purchase Agreement, Starco Manufacturing acquired all of the outstanding securities of Custom Foods for (i) $8,000,000
of closing cash, and (ii) up to $2,500,000 of earn out consideration based on the Base Business achieving certain Net Revenue metrics
during the calendar year ending on December 31, 2027 (the “LBC Earnout”). The LBC Earnout is subject to a sliding
scale, as more fully described in the Purchase Agreement.
The
foregoing summary of the terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”)
filed with the Securities and Exchange Commission (“Commission”) on July 21, 2026, and is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation.
Loan
Agreement
On
July 15, 2026, (i) Pasadena Private Lending Inc., a Delaware
corporation (“PPL” or “Lender”), (ii) Starco Brands, Inc., a Nevada corporation
(“Starco” or the “Company”), (iii) and each of Starco’s subsidiaries: (a) Starco
Brands, LLC, (b) Starco Manufacturing, LLC, (c) The AOS Group Inc., (d) Soylent Nutrition, Inc., (e) Skylar Body, LLC, (f)
Whipshots, LLC, (g) Whipshots Holdings, LLC (the Company and subsidiaries listed in cluases (a) through (g) of this clause (iii),
the “Borrowers” and each a “Borrower”), (iv) Ross Sklar, and (v) such other Persons signatory thereto, entered
into a Loan Agreement (the “Loan Agreement”), allowing the Company to, among other things, (i) finance the Custom
Foods Acquisition, and (ii) expand its access to working capital. Capitalized terms not otherwise defined in this Item 2.03 Loan
Agreement will have the meanings set forth in the Loan Agreement.
The
Loan Agreement provides for the following:
A
term loan in the original principal amount of $11.0 million (“Initial Term Loan”) is being provided by Lender to the
Borrowers. The proceeds of the Initial Term Loan were required to be used primarily to fund a portion of the purchase price of the Custom
Foods Acquisition. Amounts repaid or prepaid under the Initial Term Loan may not be re-borrowed.
Subject
to satisfaction of specified conditions, the Borrowers may increase the term loan commitment through up to $4.0 million of additional
term loans under an accordion feature. Each increase must be in increments of $1.0 million, and no more than four increases may be requested
during the term of the Loan Agreement. Funding of any accordion increase is subject to Lender’s approval based on covenant compliance,
collateral review, business performance, delivery of an accordion note, and payment of fees and expenses.
The
Loan Agreement also provides for a revolving line of credit of up to $3.0 million. Advances may be requested during the draw period,
which runs until the earlier of the twenty-four-month anniversary of the agreement, any Lender-approved extension, or the occurrence
of an event of default. The aggregate outstanding balance of advances may not exceed $3.0 million at any time. Advances that are repaid
may be re-borrowed during the draw period, subject to the maximum line amount.
Requests
for line of credit advances must be submitted through a written draw request, and the lender is required to fund approved advances within
five business days. Borrowers are not entitled to advances if a default or event of default exists or would result from the borrowing,
or if the representations and warranties under the agreement are not true in all material respects. The agreement also imposes a $1,000
fee for each additional draw request or repayment made in a calendar month after the first such transaction.
All
obligations under the term loan, accordion loans and line of credit are cross-defaulted and cross-collateralized. As a result, a default
under any note constitutes a default under all notes, and all collateral securing the loans may be used by the Lender to satisfy obligations
under any of the loan facilities.
The
loans are guaranteed by Ross Sklar, Starco’s Chief Executive Officer, and various family trusts. The obligations are secured
by pledges of equity interests, security interests in substantially all personal property, collateral of the borrowers, Uniform Commercial
Code financing statements, collateral assignments related to the Custom Foods Acquisition documents and representations and warranties
insurance policy, and related security documents.
The
Loan Agreement contains customary affirmative and negative covenants, including restrictions on additional indebtedness, liens, restricted
payments, transfers of ownership interests, acquisitions or formation of subsidiaries without lender approval, amendments to acquisition
documents, and the incurrence of merchant cash advance financing or similar prohibited financing programs.
The
proceeds of the Initial Term Loan were used for the Custom Foods Acquisition, line of credit proceeds for working capital, working capital
and certain accordion loan proceeds for repayment of portions of the Bridge Term Loan Promissory Note, dated as of December 22, 2025,
issued by Starco Brands, Inc. in favor of the Starco Group, Inc., and filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed with the Commission on December 23, 2025 (the “Bridge Loan Note”).
The
Borrowers are also subject to ongoing financial covenants, including a requirement to maintain a Maximum Senior Debt to EBITDA Ratio
of no greater than 3.00x and a Fixed Charge Coverage Ratio of at least 2.00x. Compliance is measured quarterly and supported by quarterly
compliance certificates and financial reporting obligations. The Loan Agreement includes a limited equity cure right permitting equity
contributions or qualifying junior debt contributions to cure certain covenant breaches, subject to specified limitations.
The
Borrowers must provide quarterly and annual financial statements, SEC filings, accounts receivable and accounts payable aging reports,
tax returns, insurance coverage, and other information requested by the Lender. Insurance coverage of at least $18 million must be maintained,
with the Lender named as lender loss payee and/or additional insured.
The
Loan Agreement required payment of a non-refundable closing fee equal to 2.0% of the initial $11.0 million term loan amount ($220,000)
and an additional 2.0% fee on each accordion increase. Borrowers are also responsible for legal fees, filing fees, perfection costs,
administration expenses, and enforcement costs incurred by the Lender.
The
Loan Agreement contains customary events of default, including those arising under the notes, failure to deliver required quarterly compliance
certificates, and failure to comply with financial covenants. Upon the occurrence of an event of default, the Lender may exercise all
available legal and equitable remedies, including acceleration of the obligations and enforcement of its collateral rights.
The
foregoing summary of the terms of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Loan Agreement, a copy of which is filed as Exhibit 10.1 to this Report filed with the Commission on July 21,
2026, and is incorporated herein by reference.
Related
Party Notes
In
connection with the Loan Agreement, Lender required Mr. Sklar, Starco’s Chief Executive Officer, to enter into the Subordination
Agreement (defined below) pursuant to which Mr. Sklar’s rights under the Consolidated Secured Promissory Note issued in favor of
Ross Sklar, dated August 11, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission
on August 11, 2023), as amended by that Amendment Number One to Consolidated Secured Promissory
Note, by and between Starco Brands, Inc. and Ross Sklar, dated May 31, 2024 (filed as Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed with the Commission on May 31, 2024), and as further amended by that Amendment Number Two to Consolidated
Secured Promissory Note, by and between Starco Brands, Inc. and Ross Sklar, dated August 13, 2025 (filed as Exhibit 10.11 to the
Company’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2025) (together, the “Consolidated Note”),
would be subordinated to Lender’s rights under the Loan Agreement.
In
consideration of Mr. Sklar agreeing to subordinate the debt held pursuant to the Consolidated Note, Mr. Sklar, Starco Brands, and Lender
agreed to amend and restate the Consolidated Note in its entirety to become that certain Amended and Restated Secured Convertible Promissory
Note, dated July 15, 2026, issued from Starco Brands, Inc. to Ross Sklar, an individual (the “Restated Note”), which,
among other things, (i) provides that the outstanding balance under the Restated Note may, at the option of the holder, convert into
Class A common stock of Starco, and (ii) expressly subjects to the Restated Note to the terms of conditions of the Subordination Agreement.
The
foregoing summary of the terms of the Restated Note does not purport to be complete and is qualified in its entirety by reference to
the full text of the Restated Note, a copy of which is filed as Exhibit 10.2 to this Report filed with the Commission on July 21, 2026,
and is incorporated herein by reference.
Subordination
Agreement
In
connection with the Loan Agreement, Lender required (a) Mr. Sklar and (b) The Starco Group, Inc., lender under the Bridge Loan Note,
to enter into that certain Subordination Agreement, by and among (i) Starco Brands, Inc., (ii) The Starco Group, Inc., (iii) Ross Sklar,
and (iv) Pasadena Private Lending Inc., dated July 15, 2026 (the “Subordination Agreement”) pursuant to which Mr.
Sklar’s rights under the Restated Note and The Starco Group, Inc.’s rights under the Bridge Loan Note are subordinated to
Lender’s rights under the Loan Agreement.
The
foregoing summary of the terms of the Subordination Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Subordination Agreement, a copy of which is filed as Exhibit 10.3 to this Report filed with the Commission on
July 21, 2026, and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
July 21, 2026, the Company, issued a press release titled “Starco Brands Announces Acquisition of Custom Bakehouse.” The
full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The press release was also filed on the Company’s website. The information in Item 7.01 of this Current Report on Form 8-K and
on Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated
by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set
forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Business Acquired. In accordance with Item 9.01(a), the financial statements related to the Acquisition
will be filed in accordance with Item 3.05(b) of Regulation S-X as part of an amendment to this Current Report on Form 8-K no later than
71 calendar days after the date this Current Report is required to be filed.
(b)
Pro Forma Financial Information. In accordance with Item 9.01(b), the pro forma financial information related
to the Acquisition will be filed, in accordance with Article 11 of Regulation S-X , as part
of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report is required to
be filed.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form 8-K:
| Exhibit
Number |
|
Description |
| 2.1† |
|
Membership Interest Purchase Agreement, by and among (i) Starco Brands, Inc., (ii) Starco Manufacturing, LLC, (iii) Custom Foods, LLC, and (iv) Custom Foods Holdings, LLC, dated July 15, 2026. |
| 10.1+† |
|
Loan Agreement, by and among (i) Pasadena Private Lending, Inc., (ii) Starco Brands, Inc., (iii) Starco Brands, LLC, (iv) Starco Manufacturing, LLC, (v) The AOS Group Inc., (vi) Soylent Nutrition, Inc., (vii) Skylar Body, LLC, (viii) Whipshots, LLC, (ix) Whipshots Holdings, LLC, (x) Ross Sklar, and (xi) such other Persons signatory thereto, dated July 15, 2025. |
| 10.2 |
|
Amended and Restated Secured Convertible Promissory Note, dated July 15, 2026, issued from Starco Brands, Inc. to Ross Sklar, an individual. |
| 10.3 |
|
Subordination Agreement, by and among (i) Starco Brands, Inc., (ii) The Starco Group, Inc., (iii) Ross Sklar, and (iv) Pasadena Private Lending Inc., dated July 15, 2026. |
| 99.1 |
|
Press Release titled “Starco Brands Announces Acquisition of Custom Bakehouse.” |
| 104 |
|
Cover Page Interactive
Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
+
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.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, Starco has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
STARCO BRANDS, INC. |
| |
|
| Dated: July 21, 2026 |
/s/ Ross
Sklar |
| |
Ross Sklar |
| |
Chief Executive Officer |
Exhibit 99.1
Starco
Brands Announces Acquisition of Custom Bakehouse
Custom
Bakehouse Further Expands Starco’s Vertically Integrated Consumer Products Platform
Acquisition
Expected to Add approximately $20 Million in Revenue on an Annual Basis
Los
Angeles, Calif.—Starco Brands, Inc. (the “Company” or “Starco”) (OTCQB: STCB) announced today that it completed
the acquisition of Custom Bakehouse on July 15, 2026, a highly strategic transaction that advances its long-term vision of building a
fully integrated consumer products platform by strengthening the Company’s manufacturing capabilities and brand portfolio.
The
acquisition expands Starco’s capabilities across powdered foods, nutritional blends, drink and hydration mixes, baking mixes, dry
seasonings, and private-label manufacturing, while creating meaningful manufacturing synergies for existing and future brands. In addition
to its manufacturing expertise, Custom Bakehouse brings established customer relationships, private-label capabilities, and recognized
consumer brands, including the Sticky Fingers brand and licensed Marie Callender’s® baking mixes. Custom Bakehouse
operates a 75,000 square foot production facility located in Santa Fe Springs, California. This complementary acquisition adds a new
manufacturing capability that vertically integrates products from Starco’s current divisions, provides scaled production and innovation
and growing brands to its portfolio.
The
acquisition of Custom Bakehouse marks another milestone in Starco’s strategy of controlling the consumer value chain. From IP creation
and formulation through manufacturing and distribution to brand building and marketing, to sales through bricks and mortar retail and
online. The acquisition also supports future growth initiatives across the Company’s nutrition and wellness portfolio, including
expanded powder-based products and supplements.
Custom
Bakehouse establishes an important foundation for Starco Manufacturing, the Company’s new subsidiary expected to become one of
its two primary operating pillars alongside Starco Brands, Inc. Over time, Starco Manufacturing is expected to encompass the Company’s
manufacturing assets, including The Starco Group. Together with Custom Bakehouse, this brings the Company’s vision to life: a diversified
and vertically integrated manufacturing platform servicing both private label and its own behavior changing brands.
“Custom
Bakehouse has spent more than three decades earning a reputation for deep formulation and manufacturing excellence, and that is exactly
the kind of scale and capability we look for,” said Ross Sklar, Chairman and Chief Executive Officer of Starco. “We have
always believed that manufacturing is far more than production, it is a strategic asset, an innovation hub and fuel for growth. Bringing
Custom Bakehouse into Starco gives us direct control of more of the value chain, IP creation, manufacturing and distribution, and allows
the Company to move fast across our portfolio. This is exactly the kind of acquisition we believe will compound value for our shareholders.”
The
Company believes this transaction enhances operational flexibility and scale, supports future acquisition opportunities, and further
positions Starco as a unique vertically-integrated consumer products platform capable of creating, manufacturing, marketing, and scaling
innovative brands across multiple categories.
Pasadena
Private Lending (“PPL”), a $400 million non-bank lender focused on lower middle market companies nationwide, provided the
acquisition financing. “We were pleased to finance this acquisition for Starco. We admire their vertical integration model and
are supportive of this transformative acquisition,” said Iain Whyte, Chairman & CEO of PPL.
Craig
Hallum, the investment banker, represented the seller.
About
Starco Brands
Starco Brands, Inc. (OTCQB: STCB) invents and acquires consumer products that change behaviors for the better. Today, Starco consists
of two operating units, Starco Manufacturing and Starco Brands. Starco Brands has a portfolio of five divisions and Starco Manufacturing
houses Custom Bakehouse and the anticipated expansion of Starco’s manufacturing assets. A modern-day invention factory to its core,
Starco identifies whitespaces across consumer product categories. Starco publicly trades on the OTCQB stock exchange. Visit starcobrands.com
for more information.
About
Custom Bakehouse
For
over thirty years, Custom Bakehouse has been creating premier powder and baking mixes that set the standard in organic and better for
you products. Busy consumers love the convenience of the company’s lines of delicious mixes, including Marie Callender’s
Corn Bread and Sticky Fingers Bakeries. Custom Bakehouse also specializes in private label manufacturing for wholesale and retail customers,
earning a stellar reputation for formulating, packaging and dry-blending of premium baking mixes, drink mixes, spice & seasoning
blends, and batter & breading.
Learn
more about Custom Bakehouse at www.custombakehouse.com.
Forward-Looking
Statements
Any
statements in this press release about STCB’s future expectations, plans and prospects, including statements about our proposed
transaction, future operations, future financial position and results, market growth, new product launches and product growth, total
revenue, as well as other statements containing the words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “will,” or “would”
and similar expressions, constitute forward-looking statements within the meaning of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. STCB may not actually achieve the plans, intentions or expectations disclosed in these forward-looking
statements, and you should not place undue reliance on such forward-looking statements. All forward-looking statements are subject to
assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ
materially from those expressed in any forward-looking statements. STCB undertakes no obligation to update any forward-looking statements
as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements
in this document are qualified in their entirety by this cautionary statement. The forward-looking statements included in this press
release represent STCB’s views as of the date hereof. STCB anticipates that subsequent events and developments may cause STCB’s
views to change.
Investor
Relations
John
Mills
ICR
646-277-1254
John.Mills@icrinc.com
Deirdre
Thomson
ICR
646-277-1283
Deirdre.Thomson@icrinc.com
