Starco Brands (STCB) extends loan forbearance as events of default continue

Rhea-AI Filing Summary

Starco Brands, Inc. entered into Amendment No. 1 to its existing Forbearance Agreement with Gibraltar Business Capital, LLC covering its revolving loan facility. The amendment, dated November 24, 2025, acknowledges that certain events of default under the loan documents are continuing. In the amendment, the lender agrees, subject to specified conditions, to forbear from exercising its remedies related to these defaults through December 31, 2025 or until any additional events of default occur. The lender does not waive any defaults and expressly reserves all of its rights and remedies under the loan documents, highlighting ongoing credit stress around this borrowing arrangement.

Insights

Credit & capital structure analyst

Ongoing loan defaults lead to a time-limited forbearance extension.

Starco Brands and its subsidiaries signed Amendment No. 1 to a Forbearance Agreement with Gibraltar Business Capital on their revolving loan facility. The amendment formally acknowledges that certain events of default are continuing under the loan documents, which points to existing strain in the company’s credit profile.

Under the amendment, the lender agrees, subject to specified conditions, to continue forbearing from exercising remedies tied to those defaults through December 31, 2025, or until additional events of default arise. Importantly, the amendment does not waive any defaults, and the lender reserves all rights and remedies, meaning enforcement actions remain an option once the forbearance period ends.

This arrangement provides near-term relief but underscores that the loan remains in default status. Future disclosures will indicate whether the company can cure the defaults, renegotiate terms, or refinance before the forbearance period expires on December 31, 2025.

false 0001539850 0001539850 2025-12-01 2025-12-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): December 1, 2025 (November 24, 2025)

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 Avenue

Los Angeles, CA 90038

(Address of principal executive offices)

(844) 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

On November 24, 2025 Starco Brands, Inc. (the “Company”), its subsidiaries, and Gibraltar Business Capital, LLC (“Lender”) entered into Amendment No. 1 (the “Amendment”) to the Forbearance Agreement, effective July 18, 2025, related to its revolving loan facility (the “Forbearance Agreement”). The Amendment acknowledges the existence of certain continuing events of default and provides that, subject to specified conditions, the Lender will forbear from exercising remedies related to those defaults through December 31, 2025, or additional events of default. The Amendment does not constitute a waiver of any defaults, and the Lender reserves all rights and remedies under the Loan Documents (as defined therein).

The foregoing summary of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.

Capitalized terms used in this Item 1.01 but not otherwise defined shall have the meaning given to such terms in the Promissory Note, Security Agreement or Warrant, as applicable.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth in Item 1.01 are hereby incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit Number		Description
10.1		Amendment No. 1 to Forbearance Agreement, dated November 24, 2025, by and among Starco Brands, Inc., Whipshots Holdings, LLC, Whipshots, LLC, The AOS Group Inc., Skylar Body, LLC, Soylent Nutrition, Inc. and Gibraltar Business Capital, LLC.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STARCO BRANDS, INC.
Dated: December 1, 2025	/s/ Ross Sklar
	Ross Sklar
	Chief Executive Officer

FAQ

What did Starco Brands (STCB) announce regarding its loan facility?

Starco Brands reported that it entered into Amendment No. 1 to a Forbearance Agreement with Gibraltar Business Capital, LLC related to its revolving loan facility, extending a forbearance period on existing defaults through December 31, 2025, subject to specified conditions.

Does the new amendment mean Starco Brands (STCB) is no longer in default?

No. The amendment expressly acknowledges that certain events of default are continuing and states that the lender’s agreement to forbear does not constitute a waiver of any defaults.

How long will Gibraltar Business Capital forbear from exercising remedies against Starco Brands?

Under the amendment, Gibraltar Business Capital agrees, subject to specified conditions, to forbear from exercising remedies related to the existing defaults through December 31, 2025, or until additional events of default occur.

What rights does the lender retain under Starco Brands’ amended forbearance agreement?

The lender reserves all rights and remedies under the loan documents, meaning it can pursue those remedies after the forbearance period ends or if further events of default occur.

Which Starco Brands subsidiaries are parties to the amended forbearance agreement?

Subsidiaries listed include Whipshots Holdings, LLC, Whipshots, LLC, The AOS Group Inc., Skylar Body, LLC, and Soylent Nutrition, Inc., along with Starco Brands, Inc. and Gibraltar Business Capital, LLC.

Where can investors find the full terms of Starco Brands’ Amendment No. 1 to the Forbearance Agreement?

The full amendment is filed as Exhibit 10.1, titled "Amendment No. 1 to Forbearance Agreement, dated November 24, 2025," and is incorporated by reference.