UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--12-31
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): July 1, 2022 (June 28, 2022)
STARCO BRANDS, INC.
(Exact name of Company as specified in its charter)
Nevada | 000-54892 | 27-1781753 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | | 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 |
| 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 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 28, 2022, we amended and restated our Bylaws (the "Amended and Restated Bylaws"). This action was taken by means of an action by unanimous written consent of our Board of Directors (the "Board") in lieu of a special meeting. The amendment and restatement replaced and modified language in, and modernized, the provisions of the original Bylaws. The Amended and Restated Bylaws, among other things:
| • | provide that the size of the Board consist of between one (1) and (7) directors; |
| • | replace cumulative voting on the election of Directors with determination of election by plurality; |
| • | update the general notice, proposal and meeting procedures for stockholder meetings; |
| • | reduce the threshold for action by written consent of the stockholders to a majority; |
| • | provide for the indemnification of directors, officers, employees and agents of the Registrant, including procedures for an indemnitee of the Registrant to enforce such indemnitee's right to indemnification or to an advancement of expenses; |
| • | update the descriptions of duties of officers appointed by the Board; and |
| • | provide procedures for transactions with interested parties. |
The description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein.
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 |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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: July 1, 2022 | /s/ Ross Sklar | |
| | Ross Sklar | |
| | Chief Executive Officer | |
| | | |
