As filed with the Securities and Exchange Commission
on June 12, 2025
Registration No. 333- _______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
StartEngine Crowdfunding, Inc.
(Exact Name of Registrant As Specified In Its Charter)
| Delaware |
|
46-5371570 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
|
4100 West Alameda Avenue, 3rd Floor
Burbank, CA |
|
91505 |
| (Address of Principal Executive Offices) |
|
(ZIP Code) |
StartEngine Crowdfunding, Inc. 2025 Equity
Incentive Plan
(Full title of the plan)
Howard Marks
Chief Executive Officer
StartEngine Crowdfunding, Inc.
4100 West Alameda Avenue, 3rd Floor
Burbank, CA 91505
(800) 317-2200
(Name, address including zip code, and
telephone number, including area code, of agent for service)
Copies of all communications to:
|
Jamie Ostrow, Esq.
CrowdCheck Law LLP
700 12th Street NW, Suite 700
Washington, DC 2005 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
|
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
|
Smaller reporting company |
x |
| |
¨ |
|
Emerging growth company |
x |
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided Section 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
StartEngine
Crowdfunding, Inc. (the “Registrant”) files this Registration Statement on Form S-8 in connection with the Registrant’s StartEngine
Crowdfunding, Inc. 2025 Equity Incentive Plan (the “Plan”). The documents
containing the information specified in Part I of Form S-8 will be sent or given to each participant in the Plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated
by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act. Such documents are not filed as part of this Registration Statement in accordance with the Note to Part I
of the Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference
The following
documents, which have been previously filed by the Registrant with the Securities and Exchange Commission (the “SEC”),
are hereby incorporated by reference in this Registration Statement:
In addition, all documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents;
except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current
Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description
of Securities
See Item 3(c) above.
Item 5. Interests
of Named Experts and Counsel
Not applicable.
Item 6. Indemnification
of Directors and Officers
Our Seventh Amended and Restated Certificate of
Incorporation (the “Certificate of Incorporation”) and our Second Amended and Restated Bylaws (the “Bylaws”) both
provide for the indemnification of our officers and directors to the fullest extent permitted by the Delaware General Corporation Law.
Our Certificate of Incorporation states that a director of the company shall not be personally liable to the company or its stockholders
for monetary damages for breach of fiduciary duty as a director. The company is authorized to provide indemnification of agents (as defined
in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of stockholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code,
subject only to the applicable limits on indemnification set forth in Sections 204 and 317 of the California Corporations Code with respect
to actions for breach of duty to the Corporation or its stockholders, to the extent the Corporation is subject to those provisions pursuant
to Section 2115 of the California Corporations Code.
The Bylaws state that the company shall, to the
maximum extent and in the manner permitted by the Delaware General Corporation Law, indemnify each of its directors and officers against
expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an agent of the company.
Item 7. Exemption
from Registration Claimed
Not applicable.
Item 8. Exhibits
Item 9. Undertakings
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act; and
(ii) To reflect
in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement; and
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement; and
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
Provided, however, that paragraphs
(1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act that are incorporated by reference in the Registration Statement.
(b) The undersigned
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Burbank, State of California, on June 12, 2025.
| |
StartEngine Crowdfunding, Inc. |
| |
|
| |
By: |
/s/ Howard Marks |
| |
Name: |
Howard Marks |
| |
Title: |
CEO |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title(s) |
|
Date |
| |
|
|
|
| /s/ Howard Marks |
|
Chief Executive Officer and Director |
|
June 12, 2025 |
| Howard Marks |
|
|
|
|
| |
|
|
|
| /s/ Ronald Miller |
|
Chairman and Director |
|
June 12, 2025 |
| Ronald Miller |
|
|
|
|
| |
|
|
|
| /s/ Hunter Strassman |
|
Chief Financial Officer and Principal Accounting Officer |
|
June 12, 2025 |
| Hunter Strassman |
|
|
|
|
