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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 5, 2024 (February 5, 2024)
STARCO
BRANDS, INC.
(Exact
name of Company as specified in its charter)
Nevada |
|
000-54892 |
|
27-1781753 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
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 |
Class
A 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 ☐
Item
7.01 Regulation FD Disclosure
On
February 5, 2024, Starco Brands, Inc. (the “Company”) issued a press release entitled “Starco Brands Achieves
Tremendous Growth in 2023; Releases Preliminary Full Year 2023 Results and Initial 2024 Outlook.” The full text of the press
release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in
this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form 8-K:
SIGNATURE
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:
February 5, 2024 |
/s/
Ross Sklar |
|
Ross
Sklar |
|
Chief
Executive Officer |
Exhibit
99.1
Starco
Brands Achieves Tremendous Growth in 2023; Releases Preliminary Full Year 2023 Results and Initial 2024 Outlook
Company
Achieves Full Fiscal Year 2023 Revenue and Adjusted EBITDA1 Guidance
Net
Revenue for Fiscal Year 2023 Expected to Increase 10-fold to $70 Million Compared to Last Year
Adjusted
EBITDA1 for Fiscal Year 2023 Expected to Increase 160% to $7 Million
Net
Revenue for Fiscal Year 2024 Expected to be in the Range of $78 Million to $82 Million
Adjusted
EBITDA1 for Fiscal Year 2024 Expected to be in the Range of $8 Million to $10 Million
SANTA
MONICA, Calif. — BUSINESS WIRE – Feb. 5, 2024 — Starco Brands, Inc. (the “Company”) (OTCQB: STCB), developer
and acquirer of behavior-changing technologies and brands that spark excitement in the everyday, today released preliminary fiscal year
2023 results and an initial financial outlook for fiscal year 2024.
The
Company now expects reported net revenue for fiscal year 2023 to be $70 million, around the mid-point of the previously provided guidance
range of $66 million to $77 million. Adjusted EBITDA1 for fiscal year 2023 is now expected to be $7 million, within the previously
provided guidance range of $7 million to $9 million.
The
Company is projecting between $78 million and $82 million in reported net revenue and between $8 million and $10 million (~10% to ~12%
of Net Sales) in Adjusted EBITDA1 for fiscal year 2024.
Starco
Brands Chairman & CEO Ross Sklar said: “Over the past year, we have been intensely focused on M&A integrations, operational
efficiencies and cost savings. In parallel, we have executed a robust growth strategy involving adding new distribution and launching
new products. Our M&A integration methodology reinforces our shared service model that not only allows the Company to achieve growth
with less friction but also ensures a strong Adjusted EBITDA1, giving the organization confidence in the guidance we set.
From a growth perspective, the team made incredible headway in expanding our points of distribution company-wide, both online and in
retail. We executed a number of cost-effective and innovative experiential marketing campaigns, resulting in billions of earned media
that support our retail partners and online channels. We launched new products in a number of our portfolio companies, setting up strong
growth for 2024. I’m extremely proud of our Company’s ability to achieve reported net revenue and Adjusted EBITDA1
in line with our guidance for fiscal year 2023 and project another year of profitable growth for fiscal year 2024. Our brands have made
a name for themselves and are winning in the market, and we will continue to advance our goal to be a 21st-century consumer
packaged goods powerhouse.”
Footnote
(1) |
Adjusted
EBITDA represents earnings before interest, taxes, depreciation, and amortization as adjusted for certain items as set forth in the
reconciliation table of U.S. GAAP to non-GAAP information and is a measure calculated and presented on the basis of methodologies
other than in accordance with GAAP. Please refer to the Use of Non-GAAP Financial Information herein for further discussion and reconciliation
of this measure to GAAP measures. |
Forward-Looking
Statements
Any
statements in this press release about the Company’s future expectations, plans and prospects, including statements about our financing
strategy, future operations, future financial position and results, market growth, new product launches and product growth, total revenue,
as well as other statements containing the words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “will,” or “would”
and similar expressions, constitute forward-looking statements within the meaning of the safe harbor provisions of The Private Securities
Litigation Reform Act of 1995. The Company may not achieve the plans, intentions or expectations disclosed in the Company’s forward-looking
statements, and you should not place undue reliance on the Company’s forward-looking statements. All forward-looking statements
are subject to assumptions, risks and uncertainties that may change at any time. Therefore, readers are cautioned that actual results
could differ materially from those expressed in forward-looking statements. The Company undertakes no obligation to update any forward-looking
statements as a result of new information, future developments or otherwise, except as expressly required by law. This cautionary statement
entirely qualifies all forward-looking statements in this document.
Actual
results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements the
Company make as a result of a variety of risks and uncertainties, including risks related to the Company’s estimates regarding
the potential market opportunity for the Company’s current and future products and services, the impact of the COVID-19 pandemic,
the competitive nature of the industries in which we conduct our business, general business and economic conditions, our ability to acquire
suitable businesses, our ability to successfully launch new products and seize market share, the Company’s expectations regarding
the Company’s sales, expenses, gross margins and other results of operations, and the other risks and uncertainties described in
the “Risk Factors” sections of the Company’s public filings with the Securities and Exchange Commission on Form 10-K
for the year ended December 31, 2022 and our subsequent interim reports on Form 10-Q and 8-K. Copies of our SEC filings are available
on our website at www.starcobrands.com. In addition, the forward-looking statements included in this press release represent the Company’s
views as of the date hereof. The Company anticipates that subsequent events and developments may cause the Company’s views to change.
However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically
disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views
as of any date after the date hereof.
About
Starco Brands
Starco
Brands (OTCQB: STCB) invents and acquires consumer products with behavior-changing technologies that spark excitement in the everyday.
Today, its disruptive brands include Whipshots®, the world’s only vodka-infused whipped cream co-founded by global artist Cardi
B; Art of Sport, the body care brand designed for athletes and co-founded by Kobe Bryant; Winona® Pure, the first indulgent theater-popcorn
spray powered by air; Skylar, the only fragrance that is both hypoallergenic and safe for sensitive skin; and Soylent, the complete non-dairy
nutrition brand. A modern-day invention factory to its core, Starco Brands identifies whitespaces across consumer product categories.
Starco Brands publicly trades on the OTCQB stock exchange so that retail investors can invest in STCB alongside accredited individuals
and institutions. Visit starcobrands.com for more information.
Investor
Relations
John
Mills
ICR
646-277-1254
John.Mills@icrinc.com
Deirdre
Thomson
ICR
646-277-1283
Deirdre.Thomson@icrinc.com
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