Starco Brands Enters Material Definitive Agreement

TL;DR

STARCO just signed a big deal, creating a new financial obligation. Keep an eye on this.

AI Summary

Starco Brands, Inc. entered into a material definitive agreement on December 22, 2025. This agreement creates a direct financial obligation for the registrant. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Starco Brands, which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

• Starco Brands, Inc. (company) — Filer
• December 22, 2025 (date) — Date of earliest event reported
• December 23, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $5,000,000 — m loan in the principal amount of up to $5,000,000 (the " Bridge Loan "), with an initial
• $4,500,000 — oan "), with an initial disbursement of $4,500,000. The proceeds from the Bridge Loan will
• $250,000 — owns must be in an amount not less than $250,000 and the aggregate amount of such drawdo
• $500,000 — ount of such drawdowns shall not exceed $500,000. Interest on the unpaid principal balan
• $28,000 — l commence January 1, 2027, as follows: $28,000 per month (Jan–Dec 2027), $38,000 per m
• $38,000 — lows: $28,000 per month (Jan–Dec 2027), $38,000 per month (Jan–Dec 2028), $56,000 per m
• $56,000 — 027), $38,000 per month (Jan–Dec 2028), $56,000 per month (Jan–Dec 2029), and $66,000 p
• $66,000 — , $56,000 per month (Jan–Dec 2029), and $66,000 per month (Jan–Dec 2030). Upon written
• $0.05 — days of its due date, a late charge of $0.05 per $1 overdue, or 5.00% of the overdue
• $1 — ts due date, a late charge of $0.05 per $1 overdue, or 5.00% of the overdue amount

Filing Documents

• form8-k.htm (8-K) — 42KB
• ex10-1.htm (EX-10.1) — 4KB
• ex10-1_001.jpg (GRAPHIC) — 592KB
• ex10-1_002.jpg (GRAPHIC) — 557KB
• ex10-1_003.jpg (GRAPHIC) — 765KB
• ex10-1_004.jpg (GRAPHIC) — 626KB
• ex10-1_005.jpg (GRAPHIC) — 675KB
• ex10-1_006.jpg (GRAPHIC) — 308KB
• ex10-1_007.jpg (GRAPHIC) — 72KB
• 0001493152-25-029106.txt ( ) — 5158KB
• stcb-20251223.xsd (EX-101.SCH) — 3KB
• stcb-20251223_lab.xml (EX-101.LAB) — 33KB
• stcb-20251223_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2025 (December 22, 2025) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 706 N Citrus Ave. Los Angeles , CA 90038 (Address of principal executive offices) (844) 478-2726 (Registrant's Telephone Number) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock STCB OTC Markets Group OTCQB tier Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act Item 1.01 Entry into a Material Definitive Agreement Bridge Term Loan Promissory Note On December 22, 2025, (i) Starco Brands, Inc., a Nevada corporation (" Starco " or the " Company ") entered into a Bridge Term Loan Promissory Note (the " Promissory Note ") with The Starco Group, Inc., a Wyoming corporation (" Lender "). The Promissory Note provides for a bridge term loan in the principal amount of up to $5,000,000 (the " Bridge Loan "), with an initial disbursement of $4,500,000. The proceeds from the Bridge Loan will be used to pay off or down certain indebtedness of the Company, including, paying off in full the outstanding obligations under that certain Loan and Security Agreement, dated May 24, 2024 (as further amended) with Gibraltar Business Capital, LLC, a Delaware limited liability company (the " Gibraltar Loan "), which will be of no further effect following payoff, with any excess allowing the Company to expand its access to working capital. Ross Sklar, the Chief Executive Officer of the Company is the sole shareholder of the Lender. Capitalized terms not otherwise defined in this Item 1.01 Bridge Term Loan Promissory Note will have the meanings set forth in the Promissory Note. The Promissory Note provides for the following: An initial disbursement of $4,500,000 with potential delayed drawdowns through December 31, 2026. Any delayed drawdowns must be in an amount not less than $250,000 and the aggregate amount of such drawdowns shall not exceed $500,000. Interest on the unpaid principal balance of the Bridge Loan shall accrue daily at the per annum interest rate equal to the lesser of (i) the Highest Lawful Rate per annum as of such date or (ii) the sum of the Prime Rate (as published in the Wall Street Journal, but not less than 6.00% per annum) in effect for such date plus an Applicable Margin of 4.25% per annum. The Company shall commence monthly payments of accrued and unpaid interest, in arrears, on the Loan starting January 1, 2026 and on the first day of each calendar month thereafter. Principal payments on the Loan will commence January 1, 2027, as follows: $28,000 per month (Jan–Dec 2027), $38,000 per month (Jan–Dec 2028), $56,000 per month (Jan–Dec 2029), and $66,000 per month (Jan–Dec 2030). Upon written request from the Company, the Lender in its sole discretion may permit a one-time deferment of principal payments for a period up to six (6) months (the " Principal Payments Deferment "). If Lender permits the Principal Payments Deferment, the interest rate applicable to the unpaid principal balance of the Bridge Loan shall be increased by 0.50%, beginning at the start of the Principal Payments Deferment through to the Maturity Date. The Loan will mature on the earlier of the following (the " Maturity Date "): (i) the five-year anniversary of the date of the Promissory Note, (ii) acceleration of the debt evidenced by the Promissory Note upon default, or (iii) satisfaction in full of all of Borrower's obligations under the Promissory Note. The Company may

View Full Filing

View this 8-K filing on SEC EDGAR