Item 1.01 Entry into a Material Definitive Agreement
On September 8, 2021, Whipshots LLC, a Wyoming limited liability company
("Whipshots"), a wholly-owned subsidiary of Starco Brands, Inc. (the "Company"),
entered into an Intellectual Property Purchase Agreement (the "Agreement")
effective August 24, 2021, with Penguins Fly, LLC, a Pennsylvania limited
liability company ("Seller"). The Agreement provides that Seller will sell to
Buyer the trademarks "Whipshotz" and "Whipshots", accompanying domain and social
media handles of the same nomenclature, and certain intellectual property,
documents, digital assets, customer data and other transferable rights under
non-disclosure, non-compete, non-solicitation and confidentiality contracts
benefiting the purchased intellectual property and documents (collectively, the
"Acquired Assets"). The purchase price ("Purchase Price Payment") for the
Acquired Assets will be payable to Seller, over the course of seven years, based
on a sliding scale percentage of gross revenues actually received by Buyer
solely from Buyer's sale of Whipshots/Whipshotz Products. The Purchase Price
Payment shall be subject to a minimum amount in each contract year and a maximum
The foregoing summary of the terms of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the Agreement, a copy
of which (in redacted form subject to a confidential treatment request submitted
to the Securities and Exchange Commission (the "SEC")) 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 Agreement.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 10.1 hereto contains certain
statements that are, or may be deemed to be, "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). All statements included in this Report, other than statements that relate
solely to historical fact, are "forward-looking statements." Such statements
include, but are not limited to, any statement that may predict, forecast,
indicate or imply future results, performance, achievements or events, or any
statement that may relate to strategies, plans or objectives for, or potential
results of, future operations, financial results, financial condition, business
prospects, growth strategy or liquidity, and are based upon management's current
plans and beliefs or current estimates of future results or trends.
Forward-looking statements can generally be identified by phrases such as
"believes," "expects," "potential," "continues," "may," "should," "seeks,"
"predicts," "anticipates," "intends," "projects," "estimates," "plans," "could,"
"designed," "should be" and other similar expressions that denote expectations
of future or conditional events rather than statements of fact.
These 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. The Company 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
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description
10.1(1)(2) Intellectual Property Purchase Agreement, by and between
Whipshots LLC and PENGUINS FLY, LLC, dated as of August 24,
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
(1) In accordance with Item 601(a)(5) of Regulation S-K, certain schedules
(or similar attachments) to this exhibit have been omitted from this filing.
Such omitted schedules (or similar attachments) include information relating to
the Purchase Price Payment. The registrant will provide a copy of any omitted
schedule to the SEC or its staff upon request.
(2) In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain
provisions or terms of the Agreement have been redacted. Such redacted
information includes information about the Purchase Price Payment. The
registrant will provide an unredacted copy of the exhibit on a supplemental
basis to the SEC or its staff upon request.
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