StartEngine Crowdfunding, Inc
$207,135
amount committed
$10,000
target amount
$1,070,000
max amount
Regulation CF
exemption used
$120,000,000
pre money valuation
$502.50
min investment
141
investors
Security Type
$502.50 Min. Investment
When you invest $2,000 or more in this offering, you will receive a 10% bonus on all participating Reg CF* offerings on StartEngine.com within a 24-hour window of their campaign launches.
* Issuers under Regulation CF choose to include this term; this bonus is not available for Regulation A+ or Regulation D offerings. This discount will be valid for one year from when StartEngine accepts and countersigns the subscription agreement, which could take some time after an investor completes the subscription agreement. StartEngine is under no obligation to accept any subscription agreement. So long as the investor holds the requisite number of shares (293 shares of Common Stock), this discount will be applied when such investor submits an investment commitment for a Regulation CF offering.
Own the Future of Finance
Become a StartEngine Investor
Offering Terms
$502.50 minimum investment
$2,000 to receive the StartEngine Owners Bonus (see below for information)
$7.50 per share. This is a 50% increase over the last offering.
Common shares with voting rights granted by proxy to CEO of the company
Valuation of $120M pre-money*
Limited to a total of 156,932 common shares
* Valuation reflects the 14,384,571 issued preferred and common and 1,445,000 granted options.
Company Description
Founded in 2014, StartEngine is an equity crowdfunding and security token offering platform that seeks to help entrepreneurs achieve their dreams by democratizing access to capital. This is our second public offering, for a maximum of $1.07 Million. In June 2018, StartEngine closed its first Reg A+ round, raising nearly $5 Million from 3,425 investors.
Key Highlights
More than $80 Million raised for 250+ businesses, more than any other platform.
We have an active community with over 180,000 registered users.
Over $4.9 Million in revenue for 2018, demonstrating year-over-year growth of 140%.*
*StartEngine's 2018 revenue has not yet been audited and is subject to change.
The StartEngine Owners Bonus
When you invest $2,000 or more in this offering, you will receive a 10% bonus on all participating Reg CF* offerings on StartEngine within a 24-hour window of their campaign launches.In the past year, StartEngine Owners have reaped these benefits:
Over 225 companies participating companies to date.
The value of extra shares received is over $95,000.
Over 1,400 investments made with the StartEngine Owners Bonus.
Participating Owners received an average $200 in bonus shares.
You will have a monetary bonus for any shares you purchase on participating campaigns. For example, if you buy 100 shares at $1 / share in a company, you will receive 10 bonus shares, meaning you'll hold 110 shares for $100. This discount is valid for one year from the time you invest.
* Issuers under Regulation CF choose to include this term; this bonus is not available for Regulation A+ or Regulation D offerings. This discount will be valid for one year from when StartEngine accepts and countersigns the subscription agreement, which could take some time after an investor completes the subscription agreement. StartEngine is under no obligation to accept any subscription agreement. So long as the investor holds the requisite number of shares (293 shares of Common Stock), this discount will be applied when such investor submits an investment commitment for a Regulation CF offering.

We Are Innovators at Heart

We aspire to help entrepreneurs, because we share their risk-taking spirit and their willingness to be first. That's why StartEngine has:
Launched the first Regulation Crowdfunding raise.
Launched the first Security Token Offering.
Launched the first Regulation A+ raise.
Our investors' commitment to and belief in our mission fueled an incredible 2018. Over the course of the previous year, StartEngine hit milestones that would've seemed impossible back when we launched the first Regulation Crowdfunding offering in 2016:
Over 250 offerings launched, more than any other crowdfunding platform.
Nearly 17,000 people invested in an offering on StartEngine in 2018, with a majority of those investing in more than one.
$31 million was raised for entrepreneurs, small businesses and other job creators.
In 2019, StartEngine looks to the future. To truly achieve its mission, StartEngine must square the circle, bringing entrepreneurs and investors together. To do this, we seek to disrupt the ways in which entrepreneurs think about raising capital and the ways in which ordinary individuals think about investments.
The StartEngine Story
Our tale is one of inclusion, innovation and evolution. Beginning as Los Angeles' first tech accelerator, our founders grappled with an environment that often seemed at odds with small businesses and entrepreneurs without Silicon Valley pedigree. Although StartEngine found numerous successes in its early Silicon Beach days, the entrepreneurs we worked with found that breaking the mold didn't always mean breaking down barriers to capital.
Then, an amazing thing happened.
As key provisions of the JOBS Act, most especially equity crowdfunding, went into effect in 2016, new horizons for capital formation opened up. For the first time, anyone regardless of wealth could invest in private businesses. Entrepreneurs no longer needed venture capitalists to bring their ideas to life; they just needed other like-minded visionaries willing to take a chance on something novel.
StartEngine pivoted and sought to make the key fundraising innovations of the JOBS Act available to every aspiring entrepreneur. Capital, the very lifeforce of our economy, could be made available to all, regardless of race, sex, education, location, or any other metric by which traditional fundraising institutions divide the haves from the have nots.

The StartEngine Team

More so than anything else, our previous round of funding allowed us to build a world-class team of crowdfunding champions. From business development to software development, every department at StartEngine has grown in 2018...
The StartEngine team is led by Howard Marks, who is a serial entrepreneur and former Chairman of the studios and director of Activision.
StartEngine's multiple departments all work in tandem to continually improve the crowdfunding experience for entrepreneurs and investors on our platform:
Services: This team forms the tip of the spear, guiding entrepreneurs through the process of creating their offerings and investors through the process of staking their claims.
Business Development: This team works around the clock to find entrepreneurs in need of capital and to connect them with our platform and our 180,000-strong community.
Marketing: Sure, our marketing department works to develop the StartEngine brand. But, they also do so much more. In addition to offering best practices to companies on our platform, they also find ways to make our services as easy, efficient and scalable as possible.
Review: Equity crowdfunding didn't just democratize access to capital; it also democratized access to a complex regulatory environment. Our Review team works with companies to ensure that their offerings are crafted in compliance with SEC and FINRA fundraising rules.
Product Development: StartEngine is first and foremost a tech company, and our Product Development team is comprised of people who make things happen. From improvements to our onboarding environment to building our planned Alternative Trading System (ATS), they do it all.
How StartEngine Helps Entrepreneurs
Entrepreneurs will always build businesses, and StartEngine provides entrepreneurs with access to capital for those businesses.
While we can't change the nature of entrepreneurship; we can change the nature of raising capital.
StartEngine provides entrepreneurs with a holistic experience for conducting an equity crowdfunding offering: We provide:
The tools to construct an offering
Support for navigating the regulatory environment
Tiered services for entrepreneurs with varying needs
Access to one of the largest crowdfunding investor communities
The means to issue shares, including serving as a transfer agent
Post-launch and post-raise services
And more!
As we move into 2019, StartEngine plans to do even more to improve the fundraising experience for entrepreneurs. There are many exciting developments in store, and we look forward to sharing them with our investors and our broader community over the course of the year.

How StartEngine Helps Investors
Over the course of 2018, we've made improvements to our investor experience and begun numerous initiatives that connect people with opportunities:
Investor Dashboard: We've made improvements to our dashboard that allow StartEngine users to easily track their investments.
Dedicated Support: Our services team stands at the ready to assist any user when making an investment or with getting access to information they need.
Demo Day: We want everyone to do their due diligence when considering investments. That's why we offer a monthly opportunity for users and anyone else to hear pitches from and ask questions directly of companies raising on our platform.
Communications: We've multiplied the number of ways in which StartEngine users can learn of and look into investment opportunities available on our platform.
The biggest innovation for investors is yet to come, though. Still in development and subject to approval by the SEC and FINRA, StartEngine plans to launch an easy-to-use secondary market in 2019. This will provide ordinary investors with access to something that was previously hard to come by: liquidity for their investments.

StartEngine's Vision for the Future of Finance

Former SEC Chairman Christopher Cox and StartEngine CEO Howard Marks share a laugh at this past October's StartEngine Summit.
The StartEngine platform, through which we offer equity crowdfunding under Regulations CF, D and A, has grown significantly. On average, 20 campaigns were launched per month. To build upon this growth, we intend to launch StartEngine Primary, our planned broker-dealer, and StartEngine Secondary, our planned trading platform.
StartEngine Primary
When our wholly-owned subsidiary, StartEngine Primary LLC, is registered as a broker-dealer, we will be able to offer our customers a full range of investment banking services to help them raise capital with Regulation A and D.
StartEngine Secondary
When we are also permitted to operate an ATS, we anticipate launching StartEngine Secondary as a marketplace to trade tokenized securities efficiently between buyers and sellers. Buyers can use Bitcoin or other cryptocurrencies to instantly purchase shares instead of waiting days for transactions to be completed.
LDGR
A patent-pending decentralized application on the Ethereum blockchain with the purpose of helping companies offer liquidity to their investors. LDGR can be deployed to create a tokenized digital security for every company using StartEngine Secondary, thereby enabling investors to trade their holdings on an open, transparent marketplace.
StartEngine Secure
When an investor sells shares on StartEngine Secondary, StartEngine Secure, a registered transfer agent, will help complete the transaction. It will notify LDGR to publish the transaction on the blockchain. We also plan for StartEngine Secure to be able to integrate with other ATS platforms to process transfers outside of the StartEngine ecosystem in the future.
Meet Our Team
Updates

Every month, the StartEngine team scrapes and analyzes data for all Regulation Crowdfunding offerings in the US and publishes their findings on our blog. We believe that reporting on industry wide trends is important to educating the public about equity crowdfunding’s growth and how other businesses and investors can leverage it to their advantage.
In the first month of the new year, companies on StartEngine raised $2.8M via Regulation Crowdfunding. However, more impressive is that as of January 31, 2019, based on our internal data analysis and calculations, we believe that StartEngine accounts for 39.4% of all capital raised through Regulation Crowdfunding straight equity offerings. In total, companies have raised $28.7M in equity via Reg CF on our platform.
I have long believed that equity is the most appropriate funding vehicle for startups and that it is also the security best-suited for unsophisticated investors like many of those who participate in crowdfunded offerings. I am proud to say that StartEngine is the market leader for Reg CF equity offerings.
You can read more national stats on Reg CF in the latest StartEngine Index.
Thank you to the 147 investors who have participated in our Reg CF so far. On behalf of the team, I’d like to express my gratitude for your support.
Howard Marks

On behalf of the entire StartEngine team, I'm excited to let you know that StartEngine has opened its next funding round. While we wait for our next Regulation A+ offering* to be qualified by the Securities Exchange Commission, we have opened a Regulation Crowdfunding offering in the interim.
We have partnered with TruCrowd, which is another funding portal, to handle the logistics of the capital raise, as the SEC’s rules state that we cannot conduct a Reg CF offering for StartEngine itself on our own platform.
As we start 2019 with a big bang, we are excited by the opportunity to build additional services this year. We are in the process of registering as a broker-dealer and building our trading marketplace for investors. These innovations will help us raise capital for more companies and further our mission to help entrepreneurs achieve their dreams.
One of the most important perks for investing in StartEngine is the 10%** StartEngine Owners Bonus on the shares you will receive for a year when investing in the first 24 hours of a new campaign. This has been a success for the 3,500+ existing StartEngine Owners.
I want to thank you for your support and for being a part of our community.
Howard Marks
*Please review our Regulation A offering circular here.
**The Owner Discount is only for Regulation Crowdfunding (Title III) campaigns. The 10% discount may be higher than 10%, depending on the issuer’s offering terms. Receiving the bonus requires a $2,000 minimum investment in this offering.

Q&A
Unfortunately, this securities offering is closed. For questions, please email support@trucrowd.com. Thanks!


4 years ago


Holders of Preferred Stock are entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds. Such dividends are non-cumulative and no right shall accrue to holders of Preferred Stock for undeclared dividends. Unpaid and undeclared dividends shall not bear or accrue interest. Holders of Preferred Stock are entitled to at least their share proportionally (calculated on an as-converted to Common Stock basis) in any dividends paid to the holders of Common Stock. We have never declared or paid cash dividends on any of our capital stock and currently do not anticipate paying any cash dividends after this offering or in the foreseeable future. Each holder of Preferred Stock is entitled to one vote for each share of Common Stock issuable upon conversion of the Preferred Stock at the then-effective conversion rate.
Please see our Form C for additional information.
4 years ago


4 years ago


Hello Satish. Great question! The 10% bonus on shares when investing in new Reg CF campaigns on StartEngine is only offered for the first 24 hours of a campaign, and it is not retroactive. Please let us know if you have any additional questions.
4 years ago


Hello Samuel. Thank you for your note. The 10% bonus share perk is offered by participating Reg CF campaigns, on StartEngine. Those investors who received the perk after investing in the StartEngine Reg A+ offering or who may receive this perk after investing in the StartEngine Reg CF offering are eligible to receive a 10% bonus on shares when investing in the first 24 hours of a new Reg CF campaign, on StartEngine. Please let us know if you have any additional questions.
4 years ago


4 years ago

Hello John,
Thank you for your thoughtful note. This is a valuation we have set for our shares as we grow our business. I would be happy to share more if you have any specific questions. We do not provide forward projections.
We are looking to raise total of $10M between the Reg D, Reg CF and upcoming Reg A+. Our last Reg A+ offered common shares, the current Reg D offers preferred shares with a $10K minimum investment, and this Reg CF offers common shares.
Please reach out to truCrowd at 312.858.4224 and they will help you complete your investment.
Thanks again!
4 years ago

4 years ago


4 years ago

Hello, your bonus mentions you get a 10% bonus when investing $2000 or more, however right bellow in the fine print it mentions you must hold the requisite shares to maintain the bonus of 293 shares. 293 shares is a $2,197.50 investment, what one is correct?

4 years ago


4 years ago



Hello John! Thank you for your note. You are indeed already a StartEngine owner.This raise is an opportunity for you to invest additional capital in StartEngine and increase your total investment. In the next few days we will share additional details on how to renew your 10% owners bonus, so stay tuned! Let us know if you have any additional questions.
4 years ago
Documents
Other Disclosures
Special Note Regarding Forward-Looking Statements
Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this offering may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or publically release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.