Item 3.02 Unregistered Sales of Equity Securities.

The discussion in Item 8.01 relating to the issuance and sale of Restricted Stock is incorporated herein by reference. The Restricted Stock was not registered under the Securities Act of 1933, as amended (the "Act") in reliance upon the exemption from registration contained in Section 4(a)(2) of the Act.

Item 8.01 Other Events

Effective October 22, 2021 (the "Effective Date"), Starco Brands, Inc. (the "Company") entered into separate Board Advisor Agreements (each an "Agreement" and, collectively, the "Agreements") with each of Mr. Anthony Scaramucci and Mr. Daniel Lubeck (each, an "Advisor" and, collectively, the "Advisors"). Pursuant to each of the Agreements, each Advisor has agreed to provide certain services to the Company, including providing strategic advice to the Company's management team as well as specific services set forth on an Exhibit to each Agreement. The Agreements are substantially identical. In consideration for the services to be rendered under the applicable Agreement, each Advisor is granted restricted common stock of the Company (the "Restricted Stock"), corresponding to substantially less than 5% of the Company's outstanding common stock, on a fully diluted basis. The Restricted Stock will vest equally over 24 months on each monthly anniversary of the Effective Date. Additionally, each Advisor, in connection with the Agreements, elected to purchase additional shares of Restricted Stock from the Company in a private placement amounting, individually and in the aggregate, to less than 5% of the Company's outstanding common stock, on a fully diluted basis.

The foregoing description of the Board Advisor Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Board Advisor Agreement, the form of which is filed as an exhibit to this report and incorporated herein by reference.

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                Form of Board Advisor Agreement.
104               Cover Page Interactive Data File - the cover page XBRL tags are
                  embedded within the Inline XBRL document

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses