UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On November 24, 2025 Starco Brands, Inc. (the “Company”), its subsidiaries, and Gibraltar Business Capital, LLC (“Lender”) entered into Amendment No. 1 (the “Amendment”) to the Forbearance Agreement, effective July 18, 2025, related to its revolving loan facility (the “Forbearance Agreement”). The Amendment acknowledges the existence of certain continuing events of default and provides that, subject to specified conditions, the Lender will forbear from exercising remedies related to those defaults through December 31, 2025, or additional events of default. The Amendment does not constitute a waiver of any defaults, and the Lender reserves all rights and remedies under the Loan Documents (as defined therein).
The foregoing summary of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
Capitalized terms used in this Item 1.01 but not otherwise defined shall have the meaning given to such terms in the Promissory Note, Security Agreement or Warrant, as applicable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures set forth in Item 1.01 are hereby incorporated into this Item 2.03 by reference.
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 | |
| 10.1 | Amendment No. 1 to Forbearance Agreement, dated November 24, 2025, by and among Starco Brands, Inc., Whipshots Holdings, LLC, Whipshots, LLC, The AOS Group Inc., Skylar Body, LLC, Soylent Nutrition, Inc. and Gibraltar Business Capital, LLC. | |
| 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: December 1, 2025 | /s/ Ross Sklar |
| Ross Sklar | |
| Chief Executive Officer |