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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): October 9, 2026 (October 7, 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 2.03 are hereby incorporated into this Item 1.01 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”). Capitalized terms not otherwise defined in this Item 2.03 Loan Agreement will have the meanings
set forth in the Loan Agreement which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on July 21, 2026 (the “July Report”). 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 July Report and is incorporated herein by reference.
Omnibus
First Amendment to Loan Agreement and Promissory Notes
On
October 7, 2026, PPL, the Company and the Borrowers entered into an Omnibus First Amendment to Loan Agreement and Promissory Note (the
“Amendment”) effective as of September 29, 2026 (the “First Amendment Effective Date”). Pursuant
to the Amendment, the parties agreed to amend the definition of the Applicable Margin in the Loan Agreement, each Term Loan Note and
the Line of Credit Note, applicable from the First Effective Amendment Date to the Maturity Date, from five and one-half percent (5.5%)
per annum to four and one-quarter percent (4.25%) per annum.
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
full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form 8-K:
| Exhibit
Number |
|
Description |
| |
|
|
| 10.1+† |
|
Ominbus
First Amendment to Loan Agreement and Promissory Notes 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 such other Persons signatory thereto dated September 29, 2026 (executed
October 7, 2026). |
| |
|
|
| 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:
October 13, 2026 |
/s/
Ross Sklar |
| |
Ross
Sklar |
| |
Chief
Executive Officer |
