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    STCB   US85526F2011

STARCO BRANDS, INC.

(STCB)
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STARCO BRANDS, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

09/21/2021 | 06:05am EDT

Item 1.01 Entry into a Material Definitive Agreement

As of September 14, 2021, Whipshots LLC, a Wyoming limited liability company ("Whipshots"), a majority-owned subsidiary of Starco Brands, Inc. (the "Company"), entered into a License Agreement (the "Agreement") with Washpoppin Inc., a New York corporation ("Licensor"). Pursuant to the License agreement, Licensor shall license to the Company certain Licensed Property (as defined in the Agreement) of the recording artist professionally known as "Cardi B" (the "Artist").

As part of the Agreement, in exchange for royalty rates based on Net Sales (as defined in the Agreement) during each applicable contract period, the Licensor warrants to cause the Artist to attend certain in person events, media interviews, participate in the development of the Licensed Products (as defined in the Agreement), and promote the Licensed Products through social media posts on the Artist's social media platforms. The Company has committed to a minimum royalty payment under the Agreement of an aggregate of $3,300,000 subject to Licensor's satisfaction of its obligations.

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.

Item 7.01 Regulation FD Disclosure

On September 15, 2021, the Company issued a press release entitled "Starco Brands (STCB) To Launch Whipshots®, a Game-Changing, Vodka-Infused Whipped Cream, In Partnership with Entrepreneur and Global Artist Cardi B." The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

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 statement.

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(1)(2)          License Agreement, by and between Whipshots LLC, Washpoppin
                  Inc., and "Cardi B," dated as of September 14, 2021.
99.1                Press release, dated September 15, 2021, titled, "Starco
                  Brands (STCB) To Launch Whipshots®, a Game-Changing,
                  Vodka-Infused Whipped Cream, In Partnership with Entrepreneur
                  and Global Artist Cardi B."
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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