UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check one): |
☐ Form 10-K ☐ Form
20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
For
Period Ended: |
June 30, 2023 |
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on Form N-SAR
For
the Transition Period Ended: |
___________________ |
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
Starco
Brands, Inc. |
Full
Name of Registrant |
N/A |
Former
Name if Applicable |
250
26th Street, Suite 200 |
Address
of Principal Executive Office (Street and Number) |
Santa
Monica, CA 90402 |
City,
State and Zip Code |
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b- 25(b),
the following should be completed. (Check box if appropriate)
|
(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
|
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
As of August 14, 2023, Starco Brands, Inc. (the “Registrant”)
is unable to complete the filing of its Quarterly Report on Form 10-Q (“Form 10-Q”) for the three months ended June 30,
2023. The Registrant has determined that it is unable to file the Quarterly Report within the prescribed time period because it experienced
unexpected delays in the collection and compilation of certain information related to its first quarter acquisition activity which is
required to be included in the Form 10-Q. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file
its Quarterly Report on Form 10-Q no later than the fifth calendar day following the prescribed due date, or August 21, 2023.
PART
IV - OTHER INFORMATION
|
(1) |
Name
and telephone number of person to contact in regard to this notification: |
Ross
Sklar |
|
(323) |
|
266-7111 |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
|
(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). Yes ☐ No ☒ |
The
Registrant filed a Form 8-K on February 15, 2023 (the “Soylent Report) with the Commission announcing an acquisition. The Registrant
has not yet filed its corresponding Form 8-K/A to provide the disclosures required by Item 9.01 of Form 8-K that were omitted from the
Soylent Report, including the required financial statements of the acquired subsidiary and the required pro forma financial information.
|
(3) |
Is
it anticipated that any significant change in results of operation for the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐ |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Registrant
Explanation
The Registrant anticipates significant changes in results of operations
for the six-months ended June 30, 2023, as compared to the corresponding six months ended June 30, 2022, primarily due to organic revenue
growth and the acquisitions referenced in the Soylent Report and the Skylar Acquisition (defined below).
During
2022, the Registrant embarked on a strategy to grow its consumer product line offerings through acquiring existing behavior changing
products and brands. On September 12, 2022, the Registrant, through its wholly-owned subsidiary Starco Merger Sub Inc. (“Merger
Sub”), completed its acquisition (the “AOS Acquisition”) of The AOS Group Inc., a Delaware corporation (“AOS”).
The AOS Acquisition consisted of Merger Sub merging with and into AOS, with AOS being the surviving corporation. AOS is a wholly-owned
subsidiary of the Registrant. AOS is the maker of Art of Sport premium body and skincare products engineered to power and protect athletes
and brings over the counter respiratory, sun care, women and children, pain management, performance supplements, food, beverage and apparel
product lines.
On
December 29, 2022, the Registrant, through its wholly-owned subsidiary Starco Merger Sub II, Inc. (“Merger Sub II”), completed
its acquisition (the “Skylar Acquisition”) of Skylar Body, Inc., a Delaware corporation (“Skylar Inc.”) through
the merger of Merger Sub II with and into Skylar Inc. Immediately following the Skylar Acquisition, Skylar Inc. merged with and into
Skylar Body, LLC (“Skylar”) a wholly-owned subsidiary of the Registrant, with Skylar as the surviving entity. Skylar is a
wholly-owned subsidiary of the Registrant. Skylar is the maker of fragrances that are hypoallergenic and safe for sensitive skin.
On
February 15, 2023, the Company, through its wholly-owned subsidiary Starco Merger Sub I, Inc. (“Starco Merger Sub I”), completed
its acquisition (the “Soylent Acquisition”) of Soylent Nutrition, Inc., a Delaware corporation (“Soylent”). The
Soylent Acquisition consisted of Starco Merger Sub I merging with and into Soylent, with Soylent being the surviving corporation. Soylent
is a wholly-owned subsidiary of STCB. Soylent is the maker of a wide range of plant-based “complete nutrition” and “functional
food” products with a lineup of plant-based convenience shakes, powders and bars that contain proteins, healthy fats, functional
amino acids and essential nutrients.
For the six months ended June 30, 2023, the Company recorded revenues of
$28.6 million compared to $2.2 million for the six months ended June 30, 2022, an increase of $26.4 million. The increase in the current
period was largely due to organic growth in royalties from sales of Whipshots™ and the inclusion
of sales from the acquired businesses AOS, Skylar and Soylent from the date of their acquisitions. Royalty
revenue represented 20% and 100%, or $5.7 million and $2.2 million, respectively.
We do not anticipate earnings per share to change significantly as compared
to the same prior six month period ended June 30, 2022.
Starco
Brands, Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
August 15, 2023 |
By: |
/s/
Ross Sklar |
|
|
Ross
Sklar |
|
|
Chief
Executive Officer |
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