Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 13, 2021, Starco Brands, Inc. (the "Company") entered into Separation
Agreements (the "Separation Agreements") with Sanford Lang ("Mr. Lang") and
Martin Goldrod ("Mr. Goldrod") where effective as of June 16, 2021, Mr. Lang and
Mr. Goldrod each resigned from their positions as members of the Board of
Directors. Mr. Goldrod also resigned as Secretary of the Company. Pursuant to
the Separation Agreement with Mr. Lang, the Company agreed repay a loan to the
Company in the principal amount of $296,477.29, pay back-pay in the amount of
$41,600 and to pay monthly separation benefit payments of $7,950 (the "Lang
Separation Benefits") for thirty-six (36) months (the "Lang Payment Period").
Pursuant to the Separation Agreement with Mr. Goldrod, pay back-pay in the
amount of $10,350 and to pay monthly payments of $3,000 (the "Goldrod Separation
Benefits" and together with the Lang Separation Benefits, the "Separation
Benefits") for thirty-six (36) months (the "Goldrod Payment Period" and together
with the Lang Payment Period, the "Payment Periods").
As consideration for the Separation Benefits, and not in addition to same, the
Company agrees to purchase an amount of the shares of the Company per month from
Mr. Lang and Mr. Goldrod at a price per share that when aggregated with all
shares purchased in a given month will equal the Lang Separation Benefits and
the Goldrod Separation Benefits respectively (the "Purchase"). The number of
shares subject to each Purchase shall be the monthly Separation Benefits divided
by the volume weighted average price of the shares for the ten (10) prior
trading days before the end of each month. The Company shall pay all transfer
fees and other expenses associated with the Purchase(s). The Lang Separation
Benefits shall terminate the earlier of (i) the end of the Lang Payment Period
or (ii) once the Company has Purchased 3,250,000 shares of the Companys common
stock from Mr. Lang. The Goldrod Separation Benefits shall terminate the earlier
of (i) end of the Goldrod Payment Period or (ii) once the Company has Purchased
406,000 shares of the Company's common stock from Mr. Goldrod.
As part of the Separation Agreements, Mr. Lang and Mr. Goldrod each agreed to
release the Company and certain related parties, including the Company's
officers, directors and employees, from all claims and liabilities arising prior
to the date of the Separation Agreement.
In accordance with Item 5.02(a)(3) of Form 8-K, the Company provided Mr. Lang
and Mr. Goldrod each with a copy of this Form 8-K prior to filing it with the
SEC, and the Company understands that Mr. Lang and Mr. Goldrod agree with the
disclosures made herein.
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