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Starco Brands, Inc.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

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Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Effective May 15, 2025, in accordance with the Soylent Merger Agreement and the Stockholder Agreement, the Company settled the $5,607,174 fair value liability outstanding by issuing 136,760,337 shares of Class A common stock to the Consenting Stockholders at a price of $0.041 per share.

On July 1, 2025, Skylar Body, LLC issued 3,000 Class B Incentive Units to BlueUTA – I, LLC in connection with a license agreement. The units were issued as consideration for services rendered and to be rendered and were not registered under the Securities Act of 1933, as amended. The issuance was made in reliance on the exemption from registration provided by Section 4(a)(2) of Regulation D. No underwriters were involved in the issuance, and no proceeds were received by the Company in connection with this transaction.

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