Item 1.01 Entry into a Material Definitive Agreement
On June 4, 2020, the Board of Directors (the "Board") of Starco Brands, Inc.
(the "Company") approved a Memorandum of Understanding (the "MOU") by and
between the Company, Alim Enterprises, LLC ("Alim") and The Starco Group ("TSG")
in connection with the development and licensing of the Breathe Hand Sanitizer
Spray. Alim is a company owned by Ross Sklar, the Chief Executive Officer of the
Company. Alim owns the patent pending for the nitrogen propelled aerosol hand
sanitizer and will receive a six percent license fee of the gross sales, minus
freight, taxes and fees. The Company will receive a royalty on the sold units of
the Breathe Hand Sanitizer Spray and Gel. The transaction will fall under the
terms of the existing license agreement between the Company and TSG.
The foregoing disclosure and summary of the MOU set forth in this Item 1.01 does
not purport to be complete and is qualified in its entirety by reference to the
MOU which is filed as Exhibit 10.1 of the Current Report and is incorporated by
reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers and Executives; Compensatory Arrangements of
Certain O?cers
On June 4, 2020, the Board held a meeting and voted to elect Darin Brown as a
member of the Board. Mr. Brown does not earn any compensation as a member of the
Board. The Company shall amend this filing to include this information when
available. At the same meeting, Sanford Lang resigned from his position as
Chairman of the Board but shall remain a member of the Board. Ross Sklar was
elected Chairman of the Board. Further, Martin Goldrod resigned as Treasurer of
the Company but shall remain a member of the Board and Secretary. The Treasurer
position will remain vacant for now. At the same meeting, Ross Sklar resigned
as President of the Company but will remain the Chief Executive Officer. The
position of President will remain vacant for now. After this meeting, the Board
agreed to appoint David Dreyer as the Executive Vice President of Marketing for
the Company. Mr. Dreyer will not receive compensation for his role but is an
existing shareholder of the Company.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Words such
as "may," "expect," "believe," "anticipate," "estimate," "project," or
"continue" or comparable terminology used in connection with any discussion of
future events or operating results are forward-looking statements. You are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date of this report. All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
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ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS.
(D) Exhibits
Exhibit No. Description
10.1 - Memorandum of Understanding Regarding the Launch of Breathe Hand
Sanitizer
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STARCO BRANDS, INC. 
