{"url_path":"/sec/stcb/8-k/2026-07-21/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1539850/0001493152-26-034038-index.html","accession_number":"0001493152-26-034038","cik":"0001539850","ticker":"STCB","issuer_name":"Starco Brands, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1539850/0001493152-26-034038-index.html","primary_entity_key":"0001539850","primary_entity_name":"Starco Brands, Inc."},"word_count":270,"has_tables":true,"body_markdown":"**Item\n2.01 Completion of Acquisition or Disposition of Assets.**\n\n \n\n**Membership\nInterest Purchase Agreement**\n\n \n\nOn\nJuly 15, 2026 (the “Closing Date”), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”),\nStarco Brands, Inc., a Nevada corporation (the “Company”), through its newly formed and wholly-owned subsidiary Starco\nManufacturing, LLC, a Nevada limited liability company (“Starco Manufacturing”), acquired all of the issued and outstanding\ncapital stock of Custom Foods, LLC, a Delaware limited liability company (the “Custom Foods”). Financing related to\nthe acquisition of Custom Foods (the “Acquisition”) was secured with funding from Pasadena Private Lending Inc., a\nDelaware corporation (“PPL”) under the Loan Agreement, as further described\nin Item 2.03 hereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the\nPurchase Agreement.\n\n \n\nUnder\nthe terms of the Purchase Agreement, Starco Manufacturing acquired all of the outstanding securities of Custom Foods for (i) $8,000,000\nof closing cash, and (ii) up to $2,500,000 of earn out consideration based on the Base Business achieving certain Net Revenue metrics\nduring the calendar year ending on December 31, 2027 (the “LBC Earnout”). The LBC Earnout is subject to a sliding\nscale, as more fully described in the Purchase Agreement.\n\n \n\nThe\nforegoing summary of the terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference\nto the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”)\nfiled with the Securities and Exchange Commission (“Commission”) on July 21, 2026, and is incorporated herein by reference."}