Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Changes to Starco Brands, Inc.'s, a Nevada corporation, ("Starco" or the "Company") Board of Directors (the "Board")

On May 14, 2024, the (i) Company, (ii) Ross Sklar ("Sklar"), (iii) GV 2016, L.P. ("GV"), The Production Board, LLC ("TPB"), and Andreessen Horowitz Fund IV, L.P., AH Parallel Fund III, L.P., and a16z Seed-III, LLC (formerly known as AH Fund III Seed, L.L.C.) (collectively, "Andreessen" and together with GV and TPB, the ("Major Stockholders"), entered into an amendment to that certain Voting Agreement, by and between the Company, Sklar and the stockholders of the Company listed on Schedule Athereto (the "Voting Agreement Amendment"), filed as Exhibit 4.8 to the Company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "Commission") on May 15, 2024.

Sklar and the Major Stockholders (together, the "Stockholder Majority") held, and currently hold, a majority of all outstanding shares of the Company, and pursuant to the Voting Agreement Amendment, the Stockholder Majority increased the size of the Company's Board from three (3) directors to seven (7) directors. In accordance with Section 3.4 of the Amended and Restated Bylaws of the Company (the "Bylaws"), the Board may fill newly created directorships by majority vote of the then current directors of the Board appointing persons to fill such directorships.

On July 12, 2024, in accordance with the Voting Agreement Amendment and the Bylaws, the Board appointed Joe Schimmelpfennig to the Board, bringing the number of Board members to four (4) directors, with three (3) remaining vacancies to be filled by the Board.

Biography of New Director

Joe Schimmelpfennig

Joe Schimmelpfennig is an experienced investment banking and finance executive with more than 30 years of experience successfully building and scaling a consumer investment banking team as well as executing transactions. During that time, Mr. Schimmelpfennig has successfully closed sell-side and buy-side M&A transactions, minority equity and debt capital raises, and has lead managed and co-managed public offerings for a number of companies in the consumer sector.

Mr. Schimmelpfennig is currently the Head of Consumer Investment Banking at D.A. Davidson, a middle market investment banking firm. Prior to joining D.A. Davidson, Mr. Schimmelpfennig was the Head of Investment Banking and the Consumer Group at Wunderlich Securities, which was majority-owned and managed by Altamont Capital Partners and acquired by B. Riley Financial in 2017.

Mr. Schimmelpfennig received his bachelor's degree in Business Administration & Economics from Coe College.

Public link

Please use the above public link if you want to share this noodl on another website.