NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Starco Brands, Inc. (“STCB”, “Company”, “we”, “us” or “our,”) was incorporated in the State of Nevada on January 26, 2010, under the name Insynergy, Inc. On September 7, 2017, STCB filed an Amendment to the Articles of Incorporation to change the corporate name to Starco Brands, Inc. The Board of Directors (“Board”) determined the change of STCB’s name was in the best interests of the Company due to changes in its current and anticipated business operations.

On July 2, 2026, the Company formed Starco Manufacturing, LLC, a Nevada limited liability company (“Manufacturing Holdco”), and on July 6, 2026, the Company formed Starco Brands, LLC, a Nevada limited liability company (“Brands Holdco” and together with Manufacturing Holdco, the “Holdcos”). On July 6, 2026, the Company contributed 100% of the equity interests of The AOS Group, Inc., a Delaware corporation (“AOS”), Soylent Nutrition, Inc., a Delaware corporation (“Soylent”), Skylar Body, LLC, a Delaware limited liability company (“Skylar”) and Whipshots Holdings, LLC, a Delaware limited liability company (“Whipshots Holdings”) held by the Company down to Brands Holdco in exchange for 100% of the equity interests of Brands Holdco (the “Contribution” and together with the formation of the Holdcos, the “Reorganization”). The Reorganization established a holding-company structure beneath the Company.

Acquisition History

Whipshots and Whipshots Holdings

During the third quarter of 2021, STCB formed two subsidiaries, Whipshots, LLC, a Wyoming limited liability company (“Whipshots LLC”) and Whipshots Holdings, initially as Whipshots, LLC, a Delaware limited liability company. Whipshots LLC was a wholly-owned subsidiary of STCB at formation which was subsequently contributed to Whipshots Holdings. Whipshots Holdings was a majority-owned subsidiary of STCB in which STCB owned 85% of the vested voting interests, with vested interests not owned by STCB accounting for the additional 15% of the equity which has been issued. Following the Contribution, Brands Holdco owns 85% of the vested voting interests of Whipshots Holdings.

AOS

On September 12, 2022, STCB, through its wholly-owned subsidiary Starco Merger Sub Inc. (“Merger Sub”), completed its acquisition (the “AOS Acquisition”) of AOS. The AOS Acquisition consisted of Merger Sub merging with and into AOS, with AOS being the surviving corporation. Following the Contribution, AOS is a wholly-owned subsidiary of Brands Holdco.

Skylar

On December 29, 2022, STCB, through its wholly-owned subsidiary Starco Merger Sub II. Inc. (“First Merger Sub”) completed its acquisition (the “Skylar Acquisition”) of Skylar Body, Inc. (“Skylar Inc.”). The Skylar Acquisition consisted of First Merger Sub merging with and into Skylar Inc. (“First Merger”) with Skylar Inc. being the surviving corporation, and immediately following the First Merger, and as part of the same overall transaction as the First Merger, Skylar Inc. merged with and into Second Merger Sub (the “Second Merger”) with the Second Merger Sub being the surviving entity Skylar. Following the Contribution, Skylar is a wholly-owned subsidiary of Brands Holdco.

Soylent

On February 15, 2023, the STCB, through its wholly-owned subsidiary Starco Merger Sub I, Inc. (“Starco Merger Sub I”), completed its acquisition (the “Soylent Acquisition”) of Soylent. The Soylent Acquisition consisted of Starco Merger Sub I merging with and into Soylent, with Soylent being the surviving corporation. Following the Contribution, Soylent is a wholly-owned subsidiary of Brands Holdco.

Custom Foods

On July 15, 2026, Manufacturing Holdco, through a Membership Interest Purchase Agreement, completed its acquisition (the “Custom Foods Acquisition”) of Custom Foods, LLC, a Delaware limited liability company, doing business as Custom Bakehouse (“Custom Foods” or “Custom Bakehouse”). The Custom Foods Acquisition consisted of STCB acquiring all of the outstanding securities of Custom Foods for cash consideration. Custom Foods is a wholly-owned subsidiary of Manufacturing Holdco. Custom Foods has two wholly-owned subsidiaries, International Commissary Corporation, a California Corporation, and SFB AcqCo, LLC, a Delaware limited liability company.

Organizational and Operational History

In July 2017, STCB entered into a licensing agreement with TSG, a related party entity, located in Los Angeles, California. The Company pivoted to commercializing novel consumer products manufactured by TSG. TSG is a private label and branded aerosol and liquid fill manufacturer with manufacturing assets in the following verticals: DIY/Hardware, paints, coatings and adhesives, household, hair care, disinfectants, automotive, motorcycle, arts & crafts, personal care cosmetics, personal care FDA, sun care, food, cooking oils, beverages, and spirits and wine.

On January 3, 2023, the Board approved the Amended and Restated Articles of Incorporation of Starco Brands, Inc. (the “Amended and Restated Articles). On January 6, 2023, the stockholders of the Company representing 53.47% of the Company’s outstanding common stock adopted the Amended and Restated Articles. On February 9, 2023, the Company filed the Amended and Restated Articles, which, among other things, (i) increased the authorized shares of common stock, par value $0.001 per share, from 300,000,000 shares (the “Old Common Stock”) to 2,000,000,000 shares, (ii) established two classes of common stock, consisting of (y) 1,700,000,000 shares of Class A common stock, par value $0.001 per share (“Class A common stock”), and (z) 300,000,000 shares of Class B common stock, par value $0.001 per share and (iii) reclassified all issued, outstanding or authorized Old Common Stock of the Company into Class A common stock on a one-for-one basis. As a result, following the filing of the Amended and Restated Articles with the Nevada Secretary of State, the Company’s prior “common stock” was renamed Class A common stock on its trading symbol. The authorized preferred stock, with a par value of $0.001 per share and totaling 40,000,000 shares, has remained unchanged.