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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 24, 2023 (September 12, 2022)

 

STARCO BRANDS, INC.

(Exact name of Company as specified in its charter)

 

Nevada   000-54892   27-1781753

(State or other jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

 

250 26th Street, Suite 200

Santa Monica, CA 90402

(Address of principal executive offices)

 

888-484-1908

(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
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 ☐

 

 

 

 
 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Starco Brands, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on September 15, 2022 (the “Original Form 8-K”). The Original Form 8-K reported the Company’s acquisition of The AOS Group Inc. (“AOS”). This Amendment No. 1 on Form 8-K/A is being filed by the Company solely to provide the disclosures required by Item 9.01 of Form 8-K that were omitted from the Original Report, including the required financial statements of AOS and the required pro forma financial information. Except as otherwise provided herein, the disclosures made in the Original Report remain unchanged.

 

 
 

 

Item 9.01 Financial Statements and Exhibits

 

(a)Financial Statements of Business Acquired:

 

In accordance with Item 9.01(a), the audited financial statements of AOS of and for the year ended December 31, 2021 and 2020 are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

 

In accordance with Item 9.01(a), the unaudited financial statements of AOS for the six months ended June 30, 2022 and 2021 are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

 

(b)Pro Forma Financial Information:

 

In accordance with Item 9.01(b), the unaudited consolidated pro forma statement of operations and balance sheet for and as of the six months ended June 30, 2022, and the unaudited consolidated pro forma statement of operations for the six months ended June 30, 2022, giving effect to the AOS Acquisition, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

 

(d) Exhibits.

 

The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit Number   Description
     
99.1  

Audited financial statements of AOS as of and for the year ended December 31, 2021 and 2020.

     
99.2  

Unaudited financial statements of AOS as of and for the six months ended June 30, 2022 and 2021.

     
99.3  

Unaudited consolidated pro forma statement of operations for the year ended December 31, 2021, and unaudited consolidated pro forma balance sheet and statement of operations as of and for the six months ended June 30, 2022.

     
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    STARCO BRANDS, INC.
     
Dated: January 24, 2023   /s/ Ross Sklar
    Ross Sklar
    Chief Executive Officer

 

 

 

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