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OTC: STCB

Starco Brands, Inc.

CIK 0001539850 · SIC 7311

Starco Brands, Inc. which we refer to as “the Company,” “our Company,” “STCB”, “we,” “us” or “our,” was incorporated in the State of Nevada on January 26, 2010 under the name Insynergy, Inc. and adopted the name “Starco Brands, Inc.” on September 7, 2017. In July 2017, the Company entered into a… About this business →

10-Q Filed May 20, 2026 · Period ending Mar 31, 2026

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8-K Filed Apr 29, 2026 · Period ending Apr 28, 2026

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10-K Filed Apr 14, 2026 · Period ending Dec 31, 2025

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8-K Filed Dec 23, 2025 · Period ending Dec 23, 2025

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8-K Filed Dec 1, 2025 · Period ending Dec 1, 2025

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10-Q Filed Nov 14, 2025 · Period ending Sep 30, 2025

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10-K Filed Apr 18, 2025 · Period ending Dec 31, 2024

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About Starco Brands, Inc.

Source: Item 1 (Business) from the 10-K filed April 14, 2026. Description as filed by the company with the SEC.

Item
1.
Business

Starco Brands, Inc. which we refer to as “the Company,” “our Company,” “STCB”,
“we,” “us” or “our,” was incorporated in the State of Nevada on January 26, 2010 under the name Insynergy,
Inc. and adopted the name “Starco Brands, Inc.” on September 7, 2017. In July 2017, the Company entered into a licensing agreement
with The Starco Group, Inc. (“TSG”), a related party entity, located in Los Angeles, California. 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. Upon entering into the licensing agreement with TSG, the Company pivoted
to commercializing novel consumer products manufactured by TSG.

In
2022 and 2023, the Company embarked on a strategy to grow its consumer product line offerings through the acquisition of multiple subsidiaries
with established behavior changing products and brands. With an increased product line and its existing partner relationships, the Company
has continued expanding its vertical and consumer base.

Executive
Overview

In
July 2017, our Board entered into a licensing agreement with TSG to pursue a new strategic marketing plan involving commercializing leading
edge products with the intent to sell them through brick and mortar and online retailers. We are a company with a mission to create behavior-changing
products and brands. Our core competency is inventing brands, marketing, building trends, pushing awareness and social marketing. The
licensing agreement with TSG provided STCB with certain products on an exclusive and royalty-free basis and other products on a non-exclusive
and royalty basis, in the categories of food, household cleaning, air care, spirits and personal care.

Read full description ↓

The
current CEO and owner of TSG, Ross Sklar, was named the CEO of STCB in August of 2017. Mr. Sklar has spent his career commercializing
technology in industrial and consumer markets. Mr. Sklar has built teams of manufacturing personnel, research and development, and sales
and marketing professionals over the last 20 years and has grown TSG into a successful and diversified manufacturer supplying a wide
range of products to some of the largest retailers in the United States. As the Company continues to grow the number of products and
brands under the STCB umbrella, it will continue to leverage its relationship with TSG to streamline its product manufacturing.

3

Product
Development

We
have conducted extensive research and have identified specific channels to penetrate with a portfolio of novel technologies. We are executing
on this vision and, since our inception, have launched and /or served as the marketer of record for various product lines.

Winona Pure®

STCB
is the marketer of record, but not the owner of record for the Winona Pure® line of products. This line originated with Winona
Butter Flavor Popcorn Spray and has since expanded with additional flavors of popcorn spray (Caramel, Garlic Butter and Hot Sauce).
Additionally, the brand has launched a Sauce Spray line of products (Hot Sauce, Garlic Butter and Butter). STCB provides marketing
services for Winona pursuant to a licensing agreement. The Winona line of products is sold in Walmart, H-E-B, Meijer and Food Lion
grocery stores, among other retailers. STCB also offers the Winona Popcorn Spray line on Amazon through our strategic partner
Pattern (formally iServe), who is a stockholder in STCB.

Whipshots®

In
December 2021, the Company launched a new product line consisting of vodka-infused, whipped-cream aerosols, under the brand name
“Whipshots” at Art Basel in Miami and garnered over 1 billion impressions world-wide, and sold-out of its limited
quantity can launches on whipshots.com each day of the month of the December launch month. The Company launched brick and mortar
retail distribution in the first quarter of 2022, signed a distribution agreement with Republic National Distributing Company
(“RNDC”), one of the largest spirits distributors in the nation, and signed distribution agreements with others.
Whipshots® is currently distributed in 47 of 50 states. The base flavors of Whipshots®– Vanilla, Mocha, Caramel and
Chocolate – are accompanied by new and Limited Time flavors such as Peppermint, Lime, Pumpkin Spice, Strawberry and King Cake.
We plan to continue to offer various additional Limited Time flavors over time. Whipshots® is produced by Temperance Distilling
Company (“Temperance”), where Sklar is a majority shareholder.

Whipshots®
and Whipshotz® Trademarks

On
September 8, 2021, Whipshots LLC, a Wyoming limited liability company (“Whipshots LLC”), an indirect subsidiary of the Company, entered
into an Intellectual Property Purchase Agreement, effective August 24, 2021, with Penguins Fly, LLC, a Pennsylvania limited liability
company (“Seller”). The agreement provided that the Seller would sell the trademarks “Whipshotz” and “Whipshots”,
the accompanying domain and social media handles of the same nomenclature, and certain intellectual property, documents, digital assets,
customer data and other transferable rights under non-disclosure, non-compete, non-solicitation and confidentiality contracts benefiting
the purchased intellectual property and documents (collectively, the “Acquired Assets”) to Whipshots LLC. The purchase price
for the Acquired Assets is payable to Seller, over the course of seven years, based on a sliding scale percentage of gross revenues
actually received by us solely from our sale of Whipshots/Whipshotz Products. The payments are subject to a minimum amount in each contract
year and a maximum aggregate amount.

4

The
Art of Sport® and AOS®

On
September 12, 2022, STCB, 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 STCB. 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 under STCB
auspices.

Skylar®

On
December 29, 2022, STCB, 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 STCB, with Skylar as the surviving entity. Skylar® is a wholly-owned
subsidiary of STCB. Skylar® is the maker of fragrances that are hypoallergenic and safe for sensitive skin.

Soylent®

On
February 15, 2023, STCB, through its wholly-owned subsidiary Starco Merger Sub I, Inc. (“Merger Sub I”), completed its acquisition
(the “Soylent Acquisition”) of Soylent Nutrition, Inc., a Delaware corporation (“Soylent”). The Soylent Acquisition
consisted of 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.

Distribution
Agreements

In
November of 2021, we entered into separate distribution agreements (each a “Distribution Agreement” and, collectively, the
“Distribution Agreements”) with each of (i) National Distributing Company, Inc., a Georgia corporation, (ii) Republic National
Distributing Company, LLC, a Delaware limited liability company, and (iii) Young’s Market Company, LLC, a Delaware limited liability
company (each a “Distributor” and, collectively, the “Distributors”) each with an effective date as of November
1, 2021. Pursuant to the Distribution Agreements, the Distributors will act as the exclusive distributor for STCB in the Territories
set forth on Exhibit B for the Products set forth on Exhibit A, to each such Distribution Agreement, as amended from time
to time. The Distribution Agreements cover 47 U.S. States and the District of Columbia.

Pursuant
to the terms of the Distribution Agreements, the Distributors serve as the exclusive distributors in such Territories for Whipshots®.
The Distribution Agreements provide the Distributors rights to expand the Territories and Products covered under each such Distribution
Agreement as we expand our product lines and distribution channels. The expansion of Territories and Products may be exercised under
various rights, including rights of first refusal to serve as an exclusive distributor of new Products in new Territories. The Company
has also agreed to grant the Distributors “most favored nations” pricing providing for the lowest price available across
the United States and its territories and possessions (the “US Territory”), and to grant Distributors any volume or other
discounts that are offered to any other distributor in the US Territory by us, provided such action is not a violation of applicable
law.

Broker
Agreements

In
November of 2021, we entered into separate Broker Agreements (each a “Broker Agreement” and, collectively, the “Broker
Agreements”) with both Republic National Distributing Company, LLC, a Delaware limited liability company, and Young’s Market
Company, LLC, a Delaware limited liability company (each a “Broker” and, collectively, the “Brokers”) each with
an effective date as of November 1, 2021. Pursuant to the Broker Agreements, the Broker acts as the exclusive broker for us in the Territories
set forth on Exhibit B for the Products set forth on Exhibit A, to each such Broker Agreement, as amended from time to
time. Each Broker will receive a commission rate of 10%. The foregoing Broker Agreements now cover 9 U.S. States.

5

Competition

The
household, personal care and beverage consumer products market in the U.S. is mature and highly competitive. Our competitive set has
grown with our recent acquisitions and consists of consumer products companies, including large and well-established multinational companies
as well as smaller regional and local companies. These competitors include Johnson & Johnson, The Procter & Gamble Company, Unilever,
Diageo, CytoSport, Inc., Abbott Nutrition, Nestlé, Owyn, Clean Reserve, The 7 Virtues and others. Within each product category,
most of our products compete with other widely advertised brands and store brand products.

Competition
in our product categories is based on a number of factors including price, quality and brand recognition. We benefit from the strength
of our brands, a differentiated portfolio of quality branded and store brand products, as well as significant capital investment in our
manufacturing facilities. We believe the strong recognition of the Whipshots® and Soylent® brands among U.S. consumers, along
with the growing brand recognition of Skylar®, gives us a competitive advantage.

Growth
Strategy

As
long as the Company can raise capital, the Company plans to launch other products in spray foods and condiments, over the counter respiratory,
air care, skin care, sun care, hair care, personal care, pain management, performance supplements, plant-based convenience shakes, powders
and bars, apparel, fragrances, spirits and beverages over the next 36 months. Financing growth and launching of new products through
our key subsidiaries is key to the Company’s ability to raise further capital.

We
will need to rely on sales of our Class A common stock and other sources of financing to raise additional capital. The purchases and
manner of any share issuance will be determined according to our financial needs and the available exemptions to the registration requirements
of the Securities Act. This provides significant support for our current retail and online distribution. We also plan to raise capital
in the future through a compliant offering.

We
remain committed to establishing ourselves as a premier brand owner and third-party marketer of innovative, cutting-edge technologies
within the consumer products marketplace, with the ultimate goal of driving success and enhancing stockholder value. The Company will
continue to evaluate its opportunities to further set the strategy for 2026 and beyond.

For
more information and to view our products, you may visit our websites at www.starcobrands.com, www.whipshots.com, www.winonapure.com,
www.artofsport.com, www.skylar.com and www.soylent.com.

Offices

Our
principal executive offices are located at 706 N Citrus Avenue, Los Angeles, California, 90038, and our telephone number is (844) 478-2726.
Our website is www.starcobrands.com and the Company makes its SEC reports available on the website. Our internet website and the information
contained therein or connected thereto are not intended to be incorporated by reference into this Annual Report.

Employees

As
of December 31, 2025, STCB and its subsidiaries employed 30 full-time employees and no part-time employees; the Company engages independent
contractors and consultants on an as-needed basis.