false 0001539850 0001539850 2022-07-19 2022-07-19
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2022 (July 19, 2022)
(Exact name of Company as specified in its charter)
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification Number)
250 26th Street, Suite 200
Santa Monica, CA 90402
(Address of principal executive offices)
(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
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
The disclosures set forth in Item 2.03 are hereby incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 19, 2022, Starco Brands, Inc. (the "Company") and Ross Sklar, its Chief Executive Officer ("Sklar"), agreed to amend and restate a promissory note issued in favor of Ross Sklar on January 24, 2022 (the "Old Note"). Sklar agreed to extend the term of the Old Note through the entry into a First Amended and Restated Promissory Note (the "Amended Note") in exchange for the Company paying the accrued and unpaid interest under the Old Note, including during the period following maturity date of the Old Note (January 24, 2022 to July 19, 2022). In exchange for extending the term, Sklar waived the default interest rate of ten percent (10%) and agreed to interest accrual at the standard four percent (4%) rate during the period following maturity.
The Amended Note carries a guaranteed 4% interest rate, matures on July 19, 2023, and has a 10% interest rate on a default of repayment at maturity. The Company, at its option, may prepay the Promissory Note, in whole or in part, without prepayment penalty of any kind, and the obligations under the Amended Note will accelerate in full upon an Event of Default.   
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 Amended Note, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference. Capitalized terms used in this Item 2.03 but not otherwise defined shall have the meaning given to such terms in the Amended Note. 
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number
First Amended and Restated Promissory Note issued in favor of Ross Sklar, dated July 19, 2022. 
  Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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.
Dated: July 20, 2022
/s/ Ross Sklar
Ross Sklar
Chief Executive Officer