UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Starco Brands, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

85526F201

(CUSIP Number)

 

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

 

x

 

¨

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No.   85526F201
1.

Names of Reporting Persons

 

Lightspeed Venture Partners XI, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b)

¨

 

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

30,979,630 shares

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

30,979,630 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

30,979,630 shares

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

 

4.8% (2)

12.

Type of Reporting Person (See Instructions)

 

PN

         

(1)This Schedule 13G is filed by Lightspeed Venture Partners XI, L.P., a Cayman Islands exempted limited partnership (“Lightspeed XI”), Lightspeed General Partner XI, L.P., a Cayman Islands exempted limited partnership (“LGP XI”), Lightspeed Ultimate General Partner XI, Ltd., a Cayman Islands company limited by shares (“LUGP XI”), Barry Eggers (“Eggers”), Ravi Mhatre (“Mhatre”) and Peter Nieh (“Nieh” and, with Lightspeed XI, LGP XI, LUGP XI, Eggers and Mhatre collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)This percentage is calculated based upon 647,431,696 shares of Class A Common Stock outstanding as of August 14, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024.

 

2

 

 

CUSIP No.   85526F201
1.

Names of Reporting Persons

 

Lightspeed General Partner XI, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b)

¨

 

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

30,979,630 shares

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

30,979,630 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

30,979,630 shares

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

 

4.8% (2)

12.

Type of Reporting Person (See Instructions)

 

PN

         

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)This percentage is calculated based upon 647,431,696 shares of Class A Common Stock outstanding as of August 14, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

 

3

 

 

CUSIP No.   85526F201
1.

Names of Reporting Persons

 

Lightspeed Ultimate General Partner XI, Ltd.

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b)

¨

 

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

30,979,630 shares

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

30,979,630 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

30,979,630 shares

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

 

4.8% (2)

12.

Type of Reporting Person (See Instructions)

 

CO

         

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)This percentage is calculated based upon 647,431,696 shares of Class A Common Stock outstanding as of August 14, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

 

4

 

 

CUSIP No.   85526F201
1.

Names of Reporting Persons

 

Barry Eggers

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b)

¨

 

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

30,979,630 shares

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

30,979,630 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

30,979,630 shares

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

 

4.8% (2)

12.

Type of Reporting Person (See Instructions)

 

IN

         

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)This percentage is calculated based upon 647,431,696 shares of Class A Common Stock outstanding as of August 14, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

 

5

 

 

CUSIP No.   85526F201
1.

Names of Reporting Persons

 

Ravi Mhatre

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b)

¨

 

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

30,979,630 shares

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

30,979,630 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

30,979,630 shares

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

 

4.8% (2)

12.

Type of Reporting Person (See Instructions)

 

IN

         

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)This percentage is calculated based upon 647,431,696 shares of Class A Common Stock outstanding as of August 14, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

 

6

 

 

CUSIP No.   85526F201
1.

Names of Reporting Persons

 

Peter Nieh

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

 

(b)

¨

 

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

30,979,630 shares

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

30,979,630 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

30,979,630 shares

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

 

4.8% (2)

12.

Type of Reporting Person (See Instructions)

 

IN

         

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)This percentage is calculated based upon 647,431,696 shares of Class A Common Stock outstanding as of August 14, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

 

7

 

 

Item 1.
  (a)

Name of Issuer

 

Starco Brands, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

 

708 N. Citrus Ave.

Los Angeles, CA 90038

 
Item 2.
  (a)

Name of Person Filing

 

Lightspeed Venture Partners XI, L.P. (“Lightspeed XI”)

Lightspeed General Partner XI, L.P. (“LGP XI”)

Lightspeed Ultimate General Partner XI, Ltd. (“LUGP XI”)

Barry Eggers (“Eggers”)

Ravi Mhatre (“Mhatre”)

Peter Nieh (“Nieh”)

  (b)

Address of Principal Business Office or, if none, Residence

 

c/o Lightspeed Venture Partners

2200 Sand Hill Road

Menlo Park, CA 94025

  (c) Citizenship      
           
    Entities: Lightspeed XI - Cayman Islands
      LGP XI - Cayman Islands
      LUGP XI - Cayman Islands
    Individuals: Eggers - United States
      Mhatre - United States
      Nieh - United States

  (d)

Title of Class of Securities

 

Class A Common Stock (“Class A Common Stock”)

  (e)

CUSIP Number

 

85526F201

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not applicable

 

8

 

 

Item 4. Ownership
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of September 30, 2024:

 

Reporting Persons 

Shares Held

Directly

  

Sole

Voting

Power

  

Shared

Voting

Power

  

Sole

Dispositive

Power

  

Shared

Dispositive

Power

  

Beneficial

Ownership

  

Percentage

of Class (2)

 
Lightspeed XI (1)   30,979,630    —    30,979,630    —    30,979,630    30,979,630    4.8%
LGP XI (1)   —    —    30,979,630    —    30,979,630    30,979,630    4.8%
LUGP XI (1)   —    —    30,979,630    —    30,979,630    30,979,630    4.8%
Eggers (1)   —    —    30,979,630    —    30,979,630    30,979,630    4.8%
Mhatre (1)   —    —    30,979,630    —    30,979,630    30,979,630    4.8%
Nieh (1)   —    —    30,979,630    —    30,979,630    30,979,630    4.8%

 

(1)   Includes 30,979,630 shares of Class A Common Stock held by Lightspeed XI which may be deemed to be beneficially owned by LGP XI, LUGP XI, Eggers, Mhatre and Nieh because (i) LGP XI is the general partner of Lightspeed XI, (ii) LUGP XI is the general partner of LGP XI and (iii) Eggers, Mhatre and Nieh serve as directors of LUGP XI. Each of the Reporting Persons (other than Lightspeed XI) and each of their affiliated entities and the officers, directors, partners, members and managers thereof, disclaims beneficial ownership of the securities held directly by Lightspeed XI.

 

(2)   This percentage is calculated based upon 647,431,696 shares of Class A Common Stock outstanding as of August 14, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024.

 

Item 5. Ownership of Five Percent or Less of a Class
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
  Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
  Not applicable
 
Item 8. Identification and Classification of Members of the Group
  Not applicable
 
Item 9. Notice of Dissolution of Group
  Not applicable
 
Item 10. Certification
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
                   

 

9

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 14, 2024

 

Lightspeed Venture Partners XI, L.P.  
     
By: Lightspeed General Partner XI, L.P.  
its General Partner  
     
By: Lightspeed Ultimate General Partner XI, Ltd.  
its General Partner  

 

By: /s/ Ravi Mhatre  
  Name: Ravi Mhatre  
  Title: Director  

 

Lightspeed General Partner XI, L.P.

 

By: Lightspeed Ultimate General Partner XI, Ltd.  
its General Partner  

 

By: /s/ Ravi Mhatre  
        Name: Ravi Mhatre  
        Title: Duly Director  

 

Lightspeed Ultimate General Partner XI, Ltd.

 

By: /s/ Ravi Mhatre  
       Name: Ravi Mhatre  
       Title: Director  

 

/s/ Barry Eggers  
Barry Eggers  

 

/s/ Ravi Mhatre  
Ravi Mhatre  

 

/s/ Peter Nieh  
Peter Nieh  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

10

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

11

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of Starco Brands, Inc. is filed on behalf of each of us.

 

Dated: November 14, 2024

 

Lightspeed Venture Partners XI, L.P.  
     
By: Lightspeed General Partner XI, L.P.  
its General Partner  
     
By: Lightspeed Ultimate General Partner XI, Ltd.  
its General Partner  

 

By: /s/ Ravi Mhatre  
  Name: Ravi Mhatre  
  Title: Director  

 

Lightspeed General Partner XI, L.P.

 

By: Lightspeed Ultimate General Partner XI, Ltd.  
its General Partner  

 

By: /s/ Ravi Mhatre  
        Name: Ravi Mhatre  
        Title: Duly Director  

 

Lightspeed Ultimate General Partner XI, Ltd.

 

By: /s/ Ravi Mhatre  
       Name: Ravi Mhatre  
       Title: Director  

 

/s/ Barry Eggers  
Barry Eggers  

 

/s/ Ravi Mhatre  
Ravi Mhatre  

 

/s/ Peter Nieh  
Peter Nieh  

 

 

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