UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Changes to Starco Brands, Inc.’s, a Nevada corporation, (“Starco” or the “Company”) Board of Directors (the “Board”)
On March 18, 2024, a majority of the stockholders of the Company, in compliance with Starco’s Amended and Restated Bylaws, (i) passed a resolution removing Demir Vangelov as a member of the Company’s Board and any committees of the Company and (ii) appointed a new Board consisting of Ross Sklar, Darin Brown, and Bharat Vasan.
The Company filed a Schedule 14C Preliminary Information Statement (a “Preliminary 14C”) with the Securities and Exchange Commission (“SEC”) on March 19, 2024. Absent any comments from the Securities and Exchange Commission (“Commission”) during the mandatory waiting period pursuant to Rule 14c-5 of the Securities and Exchange Act to the Preliminary 14C, the Company intends to file on March 29, 2024 a Schedule14C Definitive Information Statement (a “Definitive 14C”) regarding the removal of Demir Vangelov and appointment of Bharat Vasan, which underlying stockholder action will come into effect no earlier than the 20th day following the filing of the Definitive 14C with the SEC.
Biography of New Director
Bharat Vasan is an experienced board member, executive and investor, with more than 15 years of leading businesses across multiple industries, including in consumer packaged goods, digital health, software, electronics and games. Mr. Vasan has a track record of growing and scaling businesses across different stages of their lifecycle, including raising capital, and mergers and acquisitions.
Mr. Vasan was previously President and Chief Operating Officer of The Production Board (TPB), a San Francisco-based venture capital firm. At TPB, Mr. Vasan sat on private and public boards, including Uplifting Results Labs and TPB Acquisition Corp I. Prior to joining TPB, Mr. Vasan was the Chief Executive Officer and Board Member of PAX Labs and, prior to that, led multiple businesses to successful financings and acquisitions, including as the President and Chief Operating Officer at August Home (acquired by Assa Abloy), and as the co-founder and Chief Operating Officer of BASIS Science (acquired by Intel, Inc.). Mr. Vasan also played various roles in corporate development and executive leadership at Electronic Arts. He is active with non-profit causes and currently sits on the Board of the San Francisco Society for the Prevention of Cruelty to Animals (SPCA).
Mr. Vasan received his undergraduate degree from Middlebury College and his graduate degree from Columbia University.
Item 8.01. Other Events.
Stockholder Agreement
On March 15, 2024 the Company, YL Management LLC, a Delaware limited liability company, as the successor Stockholder Representative (the “Successor Stockholder Representative”) of the former stockholders of Soylent Nutrition, Inc., a Delaware corporation (“Soylent”), under the Agreement and Plan of Merger, dated as of February 14, 2023 (the “Merger Agreement”), and certain holders (the “Consenting Stockholders”) of the Company’s Class A Common Stock (the “Acquiror Common Stock”) entered into a stockholder agreement (the “Stockholder Agreement”) which modifies the treatment of certain terms of the Merger Agreement with respect to the Consenting Stockholders. The Stockholder Agreement (i) revises the calculation for the Consenting Stockholders’ respective pro rata share of the Share Adjustment (as defined in the Merger Agreement) to utilize a customary 30-day moving volume weighted trading average (“vwap”) in calculating the price per share of the Acquiror Common Stock at each adjustment date, and (ii) bifurcates the calculation for the Consenting Stockholders’ respective pro rata share of the Share Adjustment into two adjustments, the first adjustment calculable based on the 30-day vwap ending February 14, 2024, and the second adjustment calculable based on the 30-day vwap ending May 15, 2025. Generally, if the trading price of the Acquiror Common Stock, based on the vwap, is below $0.35 per share on February 14, 2024 and May 15, 2025, then at no additional cost, additional shares of Acquiror Common Stock shall be issued based on the calculation methodology set forth in the Stockholder Agreement.
As of the date of this filing, the Consenting Stockholders represent approximately 84.8% of the total shares held by all former stockholders of Soylent issued pursuant to the Merger Agreement. Certain other former stockholders of Soylent may sign joinders to the Stockholder Agreement following the date of this filing. Further details regarding this calculation methodology are set forth in the Stockholder Agreement which is attached hereto.
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 (+) | Stockholder Agreement by and among Starco Brands, Inc., a Nevada Corporation, YL Management LLC, a Delaware limited liability company, and certain holders of Acquiror Common Stock (as defined therein) dated March 15, 2024. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
| (+) | In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain provisions or terms of the Agreement may have been redacted. The Registrant will provide an unredacted copy of the exhibit on a supplemental basis to the SEC or its staff upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Starco has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STARCO BRANDS, INC. | |
| Dated: March 21, 2024 | /s/ Ross Sklar |
| Ross Sklar | |
| Chief Executive Officer |