PART II AND III 2 tm219675d1_partiiandiii.htm PART II AND III

  

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

 

PRELIMINARY OFFERING CIRCULAR DATED MARCH 15, 2021

 

STARTENGINE CROWDFUNDING, INC.

 

 

 

3900 WEST ALAMEDA AVENUE, SUITE 1200

BURBANK, CALIFORNIA 91505

800-317-2200

 

We are offering up to · shares of Common Stock, including up to · shares of Common Stock to be sold by selling stockholders and up to · bonus shares, on a "best efforts" basis. (1)

 

SEE “SECURITIES BEING OFFERED” AT PAGE 39

 

   Price to Public   Underwriting
discount and
commissions
   Proceeds to issuer (3)   Proceeds to other persons (4) 
Per share  $*   $ (2)  $    $  
Total Maximum  $55,0000,000   $165,000(2)  $32,250,000   $32,335,000 

 

*        Shares of the company’s stock are currently traded on an alternative trading platform; see “The Company’s Business – Principal Products and Services – StartEngine Secondary.” The company will price its shares of Common Stock after trading has stopped and prior to the qualification of this Offering Statement.

 

(1)           The company is offering up to · shares of Common Stock, plus up to · additional shares of Common Stock eligible to be issued as Bonus Shares (as defined in this Offering Circular) to investors based upon investment level; see “Plan of Distribution and Selling Stockholders.”

 

(2)           Other than in the State of Florida, the company has not engaged commissioned sales agents or underwriters. The company has engaged Dalmore Group, LLC, member FINRA/SIPC (“Dalmore”), to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services in the State of Florida. The company has agreed to pay Dalmore a one-time advance payment fee of $5,000, a one-time consulting fee of $35,000 as well as a 3% commission on the aggregate amount raised by the company from Florida. The company will pay Dalmore’s fee for shares sold on its behalf as well as shares sold on behalf of selling stockholders. We have assumed 10% of the offering will be sold in Florida; to the extent the actual amount differs from our assumption the commission would increase or decrease accordingly. See “Plan of Distribution and Selling Stockholders.”

 

(3)           Does not include expenses of the offering or reflect the Owner’s Discount; see “Plan of Distribution and Selling Stockholders.”

 

(4)           The selling stockholders are offering up to · shares of Common Stock, plus up to · additional shares of Common Stock eligible to be issued as Bonus Shares. The proceeds represent amounts to be paid to the selling stockholders listed in this Offering Circular. See “Plan of Distribution and Selling Stockholders.”

 

The minimum investment amount for Common Stock is $500.

 

 

 

 

The company is seeking to raise up to $55,000,000 from the sale of Common Stock, which represents the shares available to be offered as of the date hereof out of the rolling 12-month maximum offering amount of $75 million,. All investors will be required to purchase securities pursuant to a subscription agreements  which appears as an Exhibit to the Offering Statement of which this Offering Circular forms a part, and which is irrevocable. This contains exclusive forum and jury waiver provisions which are similarly irrevocable; see “Risk Factors,” “Securities Being Offered – Common Stock – Forum Selection Provision,” and “Plan of Distribution and Selling Stockholders – Jury Trial Waiver.” Investors in Common Stock in this offering will be required to grant a proxy to vote their shares to the company’s Chief Executive Officer; see “Risk Factors” and “Securities Being Offered – Common Stock – The Proxy.” This means voting control of the company will remain in the hands of the company’s Chief Executive Officer and its Chairman. See “Security Ownership of Management.”

 

This offering will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the offering is earlier terminated by the company at its sole discretion. At least every 12 months after this offering has been qualified by the United States Securities and Exchange Commission (the “SEC”), the company will file a post-qualification amendment to include the company’s recent financial statements.

 

The offering is being conducted on a best-efforts basis without any minimum target. The company has engaged Prime Trust, LLC of Nevada as an escrow agent (the “Escrow Agent” or “Prime Trust”) to hold funds tendered by investors. We may hold a series of closings at which we receive the funds from the escrow agent and issue the shares to investors. We may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to us, and since there is no minimum offering amount, we will have access to these funds even if they do not cover the expenses of this offering. After the initial closing of this offering, we expect to hold closings on at least a monthly basis.

 

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THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

 

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

 

This offering is inherently risky. See “Risk Factors” on page 10.

 

Sales of these securities will commence approximately on                  , 2021.

 

The company is following the “Offering Circular” format of disclosure under Regulation A.

 

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Summary – Implications of Being an Emerging Growth Company.”

 

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TABLE OF CONTENTS

 

Summary 5
Risk Factors 10
Dilution 15
Plan of Distribution and Selling Stockholders 17
Use of Proceeds to Issuer 20
The Company’s Business 20
The Company’s Property 29
Management’s Discussion and Analysis of Financial Condition and Results of Operations 30
Directors, Executive Officers and Significant Employees 36
Compensation of Directors and Officers 37
Security Ownership of Management and Certain Stockholders 38
Interest of Management and Others in Certain Transactions 39
Securities Being Offered 39
Financial Statements F-1

 

In this Offering Circular, the term “StartEngine”, “we”, “us”, “our”, or “the company” refers to StartEngine Crowdfunding, Inc. and our subsidiaries on a consolidated basis. The terms “our “StartEngine Capital” or “funding portal” refers to StartEngine Capital LLC, the terms “StartEngine Secure” or “our transfer agent” refer to StartEngine Secure LLC, the terms “StartEngine Primary” or “our broker-dealer” refer to StartEngine Primary LLC, and the term “StartEngine Assets” refers to StartEngine Assets LLC.

 

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

 

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SUMMARY

 

Summary

 

StartEngine Crowdfunding, Inc. aims to revolutionize how startups and small businesses raise capital. We provide an online electronic platform that connects small and medium-sized businesses seeking capital with investors. Online investment by large numbers of investors in comparatively small amounts is often called crowdfunding.

 

Nearly six million small businesses are organized in the United States according to the U.S. Census Bureau. Most of these companies are in need of capital, exacerbated by current events, and they are having difficulty finding it. Banks are reluctant to lend to small and risky companies. Venture capital funds flow to high growth-potential companies whose founders fit a particular profile in terms of education, age, gender and ethnicity. Founders who do not fit this profile risk their life savings to fund their companies and help them grow.

 

The JOBS Act, signed by President Obama in 2012, is intended to help solve the funding problems that early-stage and small companies encounter, by giving them access to a completely new source of funds: their friends and families, customers, fans and believers. In turn, those potential investors get the chance to invest in a company, team or idea they believe in, however uncertain eventual success might be.

 

StartEngine helps companies conduct crowdfunding offerings under the JOBS Act. StartEngine Primary operates under Titles II and IV of the JOBS Act. Title II of the JOBS Act permitted companies to advertise offerings of securities on the internet while selling only to accredited investors. Title IV amended Regulation A under the Securities Act, allowing private companies to advertise the sale of securities to both accredited and non-accredited investors. Our wholly-owned subsidiary, StartEngine Capital, operates under Title III of the JOBS Act, which added Regulation Crowdfunding to the funding options for small companies.

 

We currently facilitate capital-raising under three different exemptions from registration under the Securities Act, all made possible by the JOBS Act:

 

  · Title II of the JOBS Act led to Rule 506(c) of Regulation D under the Securities Act. Since September 23, 2013, start-ups have been able to broadly solicit potential investors for their offerings, including presenting their offerings on online platforms, such as ours, to sell securities in their company. Investors under this rule are required to be accredited investors, meaning they meet certain income, net worth or educational thresholds.
     
  · Title III of the JOBS Act allowed for the adoption of Regulation Crowdfunding. Under Regulation Crowdfunding, companies can raise $5 million a year from accredited and non-accredited investors. Since the regulation went into effect on May 16, 2016, we have been facilitating these transactions through our wholly owned subsidiary, StartEngine Capital, which is a funding portal registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”).

 

  · Title IV of the JOBS Act required changes to improve Regulation A, the exemption that we are using for this offering. Under the amendments to Regulation A, companies can raise up to $75 million a year from accredited and non-accredited investors. Since our wholly-owned subsidiary, StartEngine Primary became a registered broker-dealer in June 2019, we have been facilitating Regulation A offerings for other companies through StartEngine Primary.

 

In addition, companies may also utilize our technology platform to sell securities in offerings made outside the United States in reliance on Regulation S under the Securities Act.

 

We launched our crowdfunding operations in June 2015, as Regulation A went into effect. Elio Motors’ equity crowdfunding offering, hosted on our site, eventually raised $16,917,576 from 6,345 investors. As of March 1, 2021, we have hosted 49 Regulation A offerings, including three for StartEngine itself. Regulation Crowdfunding went into effect on May 16, 2016 and as of March 1, 2021 we have acted as intermediary for 585 offerings. As of March 7, 2021, companies on our platform have raised a total of $297 million from all offering types. Beginning on March 15, 2021, the limit for Regulation CF increased from $1.07 million to $5 million, and the limit for offerings under Regulation A increased from $50 million to $75 million.

 

Our subsidiary StartEngine Secure began offering transfer agent services and became a registered transfer agent in 2017. As of March 1, 2021, we provide services for 365 companies, and we anticipate that StartEngine Secure will be an important part of our operations in the future. Further, our subsidiary StartEngine Assets intends to offer administrative and compliance services to companies.

 

StartEngine was founded by Howard Marks and Ron Miller. Howard Marks is Chief Executive Officer (“CEO”). Howard founded StartEngine with the mission of helping entrepreneurs achieve their dreams. Howard was the founder and CEO of Acclaim Games, a publisher of online games that is now part of The Walt Disney Company. Before Acclaim, Howard was Chairman of Activision Studios from 1991 until 1997. As a former Board Member, and Executive Vice-President of video game giant Activision, he and a partner took control in 1991 and turned the ailing company into the video game industry leader. As a games industry expert, Howard built one of the largest and most successful games studios in the industry, selling millions of games. He started StartEngine, an unrelated entity, in 2011 as the first startup accelerator in Los Angeles with the goal of helping to make Los Angeles a technology city. After investing in over 60 companies, Howard realized the difficulties entrepreneurs had with raising capital from angel investors and venture capitalists. With the advent of the JOBS Act, Howard realized he could help thousands of entrepreneurs by creating a new company focused on implementing the equity crowdfunding rules. Thus, StartEngine Crowdfunding, Inc. was born in March 2014. Howard is the 2015 "Treasure of Los Angeles" award recipient for his work to transform Los Angeles into a leading technology city, and is a member of Mayor Eric Garcetti's technology council.

 

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Ron Miller is the chairman and cofounder of StartEngine. When Howard and Ron initially met in the fall of 2013, they recognized that the JOBS Act represented the greatest advancement for entrepreneurship in a generation. From direct experience as entrepreneurs, they recognized that the key to bringing new technologies and innovations to market required capital that is not readily available. As a serial start-up entrepreneur, Ron immediately went into action to advocate for SEC rulemaking to give life to the JOBS Act, raise the initial capital and built a leadership team to drive the sales and marketing plan to help StartEngine establish a leading position in the market.

 

Prior to StartEngine, Ron founded, built and sold five companies through management buyouts, private equity, private investors, and public markets. He was also nominated as a four-time Inc. 500/5000 award recipient and was an Ernst & Young entrepreneur of the year award finalist. As Chairman, Ron brings his deep experience as a leader and strategist to the company.

 

The Offering

 

The offering is for Common Stock of StartEngine Crowdfunding, Inc. The rights of the Common Stock are described more fully in “Securities Being Offered.”

 

Securities offered   Maximum of · shares of Common Stock, plus an additional · shares of Common Stock may be offered as Bonus Shares. See “Plan of Distribution and Selling Stockholders.”
    · Of the · shares available in this offering, up to · shares are being offered by the company. The company may offer up to · additional shares of Common Stock as Bonus Shares.
    · Of the · shares available in this offering, up to · shares are being offered by existing stockholders. The selling stockholders may offer up to · shares of Common Stock as Bonus Shares.
     
Shares of Common Stock outstanding before the offering (1)  

10,191,607 shares

     
Shares of Preferred Stock outstanding before the offering (1)  

6,972,477 shares

     
Shares of Common Stock outstanding after the offering  

· shares

     
Use of proceeds   The net proceeds of this offering will be used primarily to cover marketing costs and operating expenses, including salaries to our executive officers. The details of our plans are set forth in our “Use of Proceeds” section.
     
   

(1) As of March 1, 2021. Does not include shares issuable upon the exercise of options issued under the 2015 Equity Incentive Plan or shares into which our Preferred Shares may convert.

 

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Implications of Being an Emerging Growth Company

 

We are not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act.  Rather, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

 

·annual reports (including disclosure relating to our business operations for the preceding three fiscal years, or, if in existence for less than three years, since inception, related party transactions, beneficial ownership of the issuer’s securities, executive officers and directors and certain executive compensation information, management’s discussion and analysis (“MD&A”) of the issuer’s liquidity, capital resources, and results of operations, and two years of audited financial statements),

 

·semiannual reports (including disclosure primarily relating to the issuer’s interim financial statements and MD&A) and

 

·current reports for certain material events.

 

In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.

 

If and when we become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

 

·will not be required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

 

·will not be required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

 

·

will not be required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

 

·will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

 

·may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and

 

·will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

 

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

 

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

 

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the SEC’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

 

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Selected Risks Associated with Our Business

 

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

 

Risk Factors Related to the Company and its Business

 

  · We are an early stage company and have not yet generated any profits;

 

  · Any valuation of the company at this stage is difficult to assess;

 

  · We operate in a regulatory environment that is evolving and uncertain;

 

  · We operate in a highly regulated industry;

 

  · We were recently approved as a broker-dealer, and are still in the process of adapting our business model and pricing structure;

 

  · We may be liable for misstatements made by issuers;

 

  · Our compliance is focused on U.S. laws and we have not analyzed foreign laws regarding the participation of non-U.S. residents;

 

  · StartEngine’s service offerings are relatively new in an industry that is still quickly evolving;

 

  · We have an evolving business model;

 

  · We are reliant on one main type of service;

 

  · We depend on key personnel and face challenges recruiting needed personnel;

 

  · StartEngine and its providers are vulnerable to hackers and cyber attacks;

 

  · StartEngine currently relies on one escrow agent and technology service provider;

 

  · We are dependent on general economic conditions;

 

  · We face significant market competition;

 

  · We may not be able to protect all of our intellectual property;

 

  · Our revenues and profits are subject to fluctuations;

 

  · There is no minimum amount set as a condition to closing this offering; and

 

  ·

Natural disasters and other events beyond our control could materially adversely affect us.

 

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Risk Factors Related to the Common Stock and the Offering

 

  · There is uncertainty as to the amount of time it will take for us to deliver securities to investors under this offering;

 

  · Investors in our Common Stock will have to assign their voting rights;

 

  · Voting control is in the hands of a few large stockholders;

 

  · We are offering a discount on our stock price to current owners of our securities;    
     
  · The exclusive forum provision in the subscription agreements may have the effect of limiting an investor’s ability to bring legal action against us and could limit an investor’s ability to obtain a favorable judicial forum for disputes;
     
  · Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreements, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreements;

 

  · Future fundraising may affect the rights of investors;

 

  · Holders of our Preferred Stock are entitled to potentially significant liquidation preferences over holders of our Common Stock if we are liquidated, including upon a sale of our company;

 

  · There is a limited current market for our Common Stock;

 

  ·

You will need to keep records of your investment for tax purposes; and 

     
  · Our price of Common Stock may be volatile.

 

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RISK FACTORS

 

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

 

Risk Factors Related to the Company and its Business

 

We are an early stage company and have not yet generated any profits.

 

StartEngine was formed in 2014. Accordingly, the company has a limited history upon which an evaluation of its performance and future prospects can be made. Our current and proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the company reacts to developments in its market, managing its growth and the entry of competitors into the market. We will only be able to pay dividends on any shares once our directors determine that we are financially able to do so. StartEngine has incurred a net loss and has had insufficient revenues generated since inception to cover operational expenses. There is no assurance that we will be profitable in the next three years or generate sufficient revenues to pay dividends to the holders of the shares. 

 

Any valuation of the company at this stage is difficult to assess.

 

The valuation for the offering was established by the company. Even though there has been trading of our shares on the alternative trading system run by our broker-dealer, to date, we believe that the volume of trading has not been significant enough to use as the sole basis for our share price. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, such as ours, is difficult to assess and you may risk overpaying for your investment.

 

We operate in a regulatory environment that is evolving and uncertain.

 

The regulatory framework for online capital formation or crowdfunding is very new. The regulations that govern our operations have been in existence for a very few years. Further, there are constant discussions among legislators and regulators with respect to changing the regulatory environment. New laws and regulations could be adopted in the United States and abroad. Further, existing laws and regulations may be interpreted in ways that would impact our operations, including how we communicate and work with investors and the companies that use our platforms’ services and the types of securities that our clients can offer and sell on our platform. For instance, over the past year, there have been several attempts to modify the current regulatory regime. Some of those suggested reforms could make it easier for anyone to sell securities (without using our services). Any such changes would have a negative impact on our business.

 

We operate in a highly regulated industry.

 

We are subject to extensive regulation and failure to comply with such regulation could have an adverse effect on our business. Further, our subsidiary StartEngine Capital LLC is registered as a funding portal; our subsidiary StartEngine Secure LLC is registered as a transfer agent; and our subsidiary StartEngine Primary LLC is registered as a broker-dealer and operates an alternative trading system under the brand “StartEngine Secondary”. As a funding portal and broker-dealer, we have to comply with stringent regulations, and the operation of our funding portal, broker-dealer and alternative trading system services exposes us to a significant amount of liability. Regulated entities are frequently subject to examination, constraints on their business, and in some cases fines. See "Regulations." In addition, some of the restrictions and rules applicable to our subsidiaries could adversely affect and limit some of our business plans.

 

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We were recently approved as a broker-dealer, and are still in the process of adapting our business model and pricing structure.

 

Until June 2019, we were not a broker-dealer and had structured our business model in a way that we believe allowed us to act in this arena without registration. Since we began operating as a broker-dealer, we not only have been subjected to federal and state requirements but also have needed to comply with the requirements of FINRA, the self-regulatory organization, that apply to broker-dealers and the regulations that apply to the operation of alternative trading systems. We are still in the process of adapting to this evolution, but there have been and will be increased costs, including the need to hire personnel with specific qualifications and pay them in accordance with their experience. We are subjected to periodic examinations and we will be required to change aspects of our business processes and communications in response to the findings of those examinations. Becoming a broker-dealer has and will continue to lead to increases in our compliance costs as well as increases in our exposure to liabilities, including subjecting us to liability for misstatements made by issuers utilizing our services; see “Business – Regulations.” To date, we have limited data as to how becoming a broker-dealer has increased our revenues and it is unclear that the additional fees and business that we anticipate by expanding our offerings will indeed develop, and even if we do receive additional revenues, whether those revenues will be able to offset the additional compliance costs.

 

We may be liable for misstatements made by issuers.

 

Under the Securities Act and the Exchange Act, issuers making offerings through our funding portal may be liable for including untrue statements of material facts or for omitting information that could make the statements misleading. This liability may also extend in Regulation Crowdfunding offerings to funding portals, such as our subsidiary. Further, as a broker-dealer, we may be liable for statements by issuers utilizing our services in connection with Regulation A and Regulation D offerings. See “Regulation – Regulation Crowdfunding – Liability” and “Regulation – Regulation A and Regulation D – Liability”. Even though due diligence defenses may be available; there can be no assurance that if we were sued we would prevail. Further, even if we do succeed, lawsuits are time consuming and expensive, and being a party to such actions may cause us reputational harm that would negatively impact our business. Moreover, even if we are not liable or a party to a lawsuit or enforcement action, some of our clients have been and will be subject to such proceedings. Any involvement we may have, including responding to document production requests, may be time-consuming and expensive as well.

 

Our compliance is focused on U.S. laws and we have not analyzed foreign laws regarding the participation of non-U.S. residents.

 

Some of the investment opportunities posted on our platform are open to non-U.S. residents. We have not researched all the applicable foreign laws and regulations, and we have not set up our structure to be compliant with foreign laws. It is possible that we may be deemed in violation of those laws, which could result in fines or penalties as well as reputational harm. This may limit our ability in the future to assist companies in accessing money from those investors, and compliance with those laws and regulation may limit our business operations and plans for future expansion.

 

StartEngine’s product offerings are relatively new in an industry that is still quickly evolving.

 

The principal securities regulations that we work with, Rule 506(c), Regulation A and Regulation Crowdfunding, have only been in effect in their current form since 2013, 2015 and 2016, respectively. StartEngine’s ability to continue to penetrate the market remains uncertain as potential issuer companies may choose to use different platforms or providers (including, in the case of Rule 506(c) and Regulation A, using their own online platform), or determine alternative methods of financing. Investors may decide to invest their money elsewhere. Further, our potential market may not be as large, or our industry may not grow as rapidly, as anticipated. With a smaller market than expected, we may have fewer customers. Success will likely be a factor of investing in the development and implementation of marketing campaigns, subsequent adoption by issuer companies as well as investors, and favorable changes in the regulatory environment.

 

We have an evolving business model.

 

Our business model is one of innovation, including continuously working to expand our product lines and services to our clients, such as our expansion into the transfer agent and broker-dealer space as well as our foray into becoming an alternative trading system and acting as an administrative manager for companies; see the “The Company’s Business – Principal Products and Services”. It is unclear whether these services will be successful. Further, we continuously try to offer additional types of services, and we cannot offer any assurance that any of them will be successful. From time to time we may also modify aspects of our business model relating to our service offerings. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. We may not be able to manage growth effectively, which could damage our reputation, limit our growth, and negatively affect our operating results.

 

We are reliant on one main type of service.

 

Most of current services are variants on one type of service — providing a platform for online capital formation. Our revenues are therefore dependent upon the market for online capital formation.

 

We depend on key personnel and face challenges recruiting needed personnel.

 

Our future success depends on the efforts of a small number of key personnel, including our founder and Chief Executive Officer, Howard Marks, and our compliance, engineering and marketing teams. Our software engineer team, as well as our compliance team and our marketing team led by Johanna Cronin, are critical to continually innovate and improve our products while operating in a highly regulated industry. In addition, due the specialized expertise required, we may not be able to recruit the individuals needed for our business needs. There can be no assurance that we will be successful in attracting and retaining the personnel we require to operate and be innovative.

 

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StartEngine and its providers are vulnerable to hackers and cyber attacks.

 

As an internet-based business, we may be vulnerable to hackers who may access the data of our investors and the issuer companies that utilize our platform. Further, any significant disruption in service on the StartEngine platform or in its computer systems could reduce the attractiveness of the StartEngine platform and result in a loss of investors and companies interested in using our platform. Further, we rely on a third-party technology provider to provide some of our back-up technology as well as act as our escrow agent. Any disruptions of services or cyber attacks either on our technology provider or on StartEngine could harm our reputation and materially negatively impact our financial condition and business.

 

StartEngine currently relies on one vendor for escrow and technology services.

 

We currently rely on Prime Trust to provide technology services for processing investment transactions (e.g., processing credit card and payments, electronic execution of the subscription agreements, etc.) and all escrow services related to offerings on our platform. Any change in this relationship will require us to find another technology service provider, escrow agent and escrow bank. This may cause us delays as well as additional costs in transitioning our technology.

 

We are dependent on general economic conditions.

 

Our business model is dependent on investors investing in the companies presented on our platforms. Investment dollars are disposable income. Our business model is thus dependent on national and international economic conditions. Adverse national and international economic conditions may reduce the future availability of investment dollars, which would negatively impact our revenues and possibly our ability to continue operations. It is not possible to accurately predict the potential adverse impacts on the company, if any, of current economic conditions on its financial condition, operating results and cash flow.

 

We face significant market competition.

 

We facilitate online capital formation. Though this is a new market, we compete against a variety of entrants in the market as well likely new entrants into the market. Some of these follow a regulatory model that is different from ours and might provide them competitive advantages. New entrants could include those that may already have a foothold in the securities industry, including some established broker-dealers. Further, online capital formation is not the only way to address helping start-ups raise capital, and the company has to compete with a number of other approaches, including traditional venture capital investments, loans and other traditional methods of raising funds and companies conducting crowdfunding raises on their own websites. Additionally, some competitors and future competitors may be better capitalized than us, which would give them a significant advantage in marketing and operations.

 

Moreover, as we continue to expand our offerings, including providing administrative services to issuers and transfer agent services, we will continue to face headwinds and compete with companies that are more established and/or have more financial resources than we do and/or new entrants bringing disruptive technologies and/or ideas.

 

We may not be able to protect all of our intellectual property.

 

Our profitability may depend in part on our ability to effectively protect our proprietary rights, including obtaining trademarks for our brand names, protecting our products and websites, maintaining the secrecy of our internal workings and preserving our trade secrets, as well as our ability to operate without inadvertently infringing on the proprietary rights of others. There can be no assurance that we will be able to obtain future protections for our intellectual property or defend our current trademarks and future trademarks and patents. Further, policing and protecting our intellectual property against unauthorized use by third parties is time-consuming and expensive, and certain countries may not even recognize our intellectual property rights. There can also be no assurance that a third party will not assert infringement claims with respect to our products or technologies. Any litigation for both protecting our intellectual property or defending our use of certain technologies could have material adverse effect on our business, operating results and financial condition, regardless of the outcome of such litigation.

 

12

 

 

Our revenues and profits are subject to fluctuations.

 

It is difficult to accurately forecast our revenues and operating results, and these could fluctuate in the future due to a number of factors. These factors may include adverse changes in: number of investors and amount of investors’ dollars, the success of world securities markets, general economic conditions, our ability to market our platform to companies and investors, headcount and other operating costs, and general industry and regulatory conditions and requirements. The company's operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant and could impact our ability to operate our business.

 

There is no minimum amount set as a condition to closing this offering.

 

Because this is a “best efforts” offering with no minimum, we will have access to any funds tendered. This might mean that any investment made could be the only investment in this offering, leaving the company without adequate capital to pursue its business plan or even to cover the expenses of this offering.

 

Natural disasters and other events beyond our control could materially adversely affect us.

 

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services.  Since the spring of 2020, large segments of the U.S. and global economies were impacted by COVID-19, a significant portion of the U.S. population were subject to “stay at home” or similar requirements. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers (both issuers using our services and investors investing on our platform) and our sales cycles, impact on our customer, employee or industry events, and effect on our vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain. To date, the COVID-19 outbreak, has significantly impacted global markets, U.S. employment numbers, as well as the business prospects of many small business (our potential clients). A significant part of our business model is based on receiving a percentage of the investments made through our platform and services. Further, we are dependent on investments in our offerings to fund our business. However, to date, other than working remotely, COVID-19 has not had a negative impact on the company. To the extent COVID-19 continues to wreak havoc on the markets and limits investment capital or personally impacts any of our key employees, it may have significant impact on our results and operations.

 

Risk Factors Related to the Common Stock and the Offering

 

There is uncertainty as to the amount of time it will take for us to deliver securities to investors under this offering.

 

The process for issuance of Common Stock is set out in “Plan of Distribution and Selling Stockholders.” There may be a delay between the time you execute your subscription agreement and tender funds and the time securities are delivered to you, while we and the Escrow Agent complete our subscription and due diligence process and we submit a disbursement request to the Escrow Agent. Although, based on our experience in our prior offering, investors who provide the information required by the subscription agreement and give accurate instructions for the payment of the subscription price should receive their securities in no more than six months, we cannot guarantee that you will receive your securities by a specific date or within a specific timeframe.

 

Investors in our Common Stock will have to assign their voting rights.

 

As part of this investment, each investor in our Common Stock will be required to agree to the terms of the Subscription Agreement included as Exhibit 4.1 to the Offering Statement of which this Offering Circular is a part. By each such investor’s execution of the Subscription Agreement and under the terms thereof, that investor will grant an irrevocable proxy, giving the right to vote its shares of Common Stock to the company’s CEO. That will limit investors’ ability to vote their shares of Common Stock until the events specified in the proxy, which include the company’s IPO or acquisition by another entity, which may never happen.

 

Voting control is in the hands of a few large stockholders.

 

Voting control is concentrated in the hands of a small number of stockholders. Whether or not your shares are subject to the proxy discussed above, you will not be able to influence our policies or any other corporate matter, including the election of directors, changes to our company’s governance documents, expanding the employee option pool, and any merger, consolidation, sale of all or substantially all of our assets, or other major action requiring stockholder approval. Some of the larger stockholders include, or have the right to designate, executive officers and directors of our Board. These few people and entities make all major decisions regarding the company. As a minority stockholder and a signatory to the proxy agreement, you will not have a say in these decisions.

 

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We are offering a discount on our stock price to current owners of our securities.

 

Certain investors, specifically members of the StartEngine OWNers bonus programs and those who have indicated interest on our offering page, are entitled to a discount to the share price in this offering; see “Plan of Distribution and Selling Stockholders”. Therefore, the value of shares of investors who pay the full price in this offering will be immediately diluted by investments made by investors entitled to the discount, who will pay less for the same stake in the company.

 

The exclusive forum provision in the subscription agreements may have the effect of limiting an investor’s ability to bring legal action against us and could limit an investor’s ability to obtain a favorable judicial forum for disputes.

 

Section 7 in the subscription agreement for this offering includes a forum selection provision that requires any claims against the company based on the subscription agreement be brought in a court of competent jurisdiction in the State of California; see “Securities Being Offered – Common Stock – Forum Selection Provision”. The forum selection provision will not be applicable to lawsuits arising from the federal securities laws. The provision may have the effect of limiting the ability of investors to bring a legal claim against us due to geographic limitations. There is also the possibility that the exclusive forum provision may discourage stockholder lawsuits with respect to matters arising under laws other than the federal securities laws, or limit stockholders’ ability to bring such claims in a judicial forum that they find favorable for disputes with us and our officers and directors. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

 

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement.

 

Investors in this offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to the subscription agreement, including any claims made under the federal securities laws.

 

If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which governs the subscription agreement, in a court of competent jurisdiction in the State of California. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

 

If you bring a claim against the company in connection with matters arising under the subscription agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under the subscription agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

 

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of Common Stock or by us of compliance with any provision of the federal securities laws and the rules and regulations promulgated under those laws.

 

In addition, when our Common Stock is transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to those securities or to the transferor with regard to ownership of those securities, that were in effect immediately prior to the transfer of the Common Stock, including but not limited to the subscription agreement. Therefore, purchasers in secondary transactions will be subject to this provision.

 

Future fundraising may affect the rights of investors.

 

In order to expand, the company is likely to raise funds again in the future, either by offerings of securities (including post-qualification amendments to this offering) or through borrowing from banks or other sources. The terms of future capital raising, such as loan agreements, may include covenants that give creditors greater rights over the financial resources of the company.

 

Holders of our Preferred Stock are entitled to potentially significant liquidation preferences over holders of our Common Stock if we are liquidated, including upon a sale of our company.

 

Holders of our outstanding Preferred Stock have liquidation preferences over holders of Common Stock being offered in this offering. This liquidation preference is paid if the amount a holder of Preferred Stock would receive under the liquidation preference is greater than the amount such holder would have received if such holder’s shares of Preferred Stock had been converted to Common Stock immediately prior to the liquidation event. Holders of Series A Preferred Stock and Series T Preferred Stock are entitled to liquidation preferences superior to Series Seed Preferred Stock. See “Securities Being Offered – Preferred Stock – Right to Receive Liquidation Distributions”. If a liquidation event, including a sale of our company, were to occur that resulted in a distribution of less than approximately $9 million, the holders of our Preferred Stock could be entitled to all proceeds of cash distributions.

 

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There is a limited current market for our Common Stock. 

 

Currently, the only marketplace for our Common Stock is and will be our alternative trading system or “ATS” branded as “StartEngine Secondary.” To date, we only have limited experience selling our shares on StartEngine Secondary; see “The Company’s Business – Principal Products and Services – StartEngine Secondary” and trading of our securities will only available on StartEngine Secondary during limited periods, including periods where we do not have an open offering. To date, there has not been frequent enough trading to establish a market price. The limited volume of trading means that investors should assume that they may not be able to liquidate their investment for some time or to liquidate at their desired price. Further, it is unlikely that they will be able to pledge their shares as collateral.  Further, investors are required to assign their voting rights as a condition to investing; see “Risk Factors — Investors in our Common Stock will have to assign their voting rights.” This assignment of their voting rights may further limit an investor’s ability to liquidate their investment.

 

You will need to keep records of your investment for tax purposes.

 

As with all investments in securities, if you sell the Common Stock, you will probably need to pay tax on the long- or short-term capital gains that you realize if sold at a profit or set any loss against other income. If you do not have a regular brokerage account, or your regular broker will not hold the Common Stock for you (and many brokers refuse to hold Regulation A securities for their customers) there will be nobody keeping records for you for tax purposes and you will have to keep your own records, and calculate the gain on any sales of any securities you sell.

 

The price for our Common Stock may be volatile. 

 

To date, there has not been enough trading of our shares to establish a market price. The market price of our Common Stock may be highly volatile, if and when any trading begins again in the future and there is sufficient volume of trading to establish a market price, is likely to be continue to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

 

  · We may not be able to compete successfully against current and future competitors.

 

  · Our ability to obtain working capital financing.

 

  · Additions or departures of key personnel.

 

  · Sales of our shares.

 

  · Our ability to execute the business plan.

 

  · Operating results that fall below expectations.

 

  · Regulatory developments.

 

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our securities. As a result, you may be unable to resell your securities at a desired price.

 

DILUTION

 

Dilution means a reduction in value, control or earnings of the shares the investor owns.

 

Immediate dilution

 

An early-stage company typically sells its shares (or grants options exercisable for its shares) to its founders and early employees at a very low cash cost because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares.

 

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The following table demonstrates the price that new investors are paying for their shares and the immediate dilution under various total investment scenarios. The dilution is based on the company’s net asset value at December 31, 2019, effected for capital raised between January 1, 2020 and March 1, 2021. We believe this method gives investors a better picture of what they will pay for their investment compared to previous investors and company insiders than simply listing such transactions for the last 12 months.

 

    $5,000,000     $20,000,000     $55,000,000     $55,000,000  
    Raise     Raise     Raise     Raise(1)  
Price per share*   $ 13.00     $ 13.00     $ 13.00     $ 13.00  
Shares issued     384,615       1,538,462       4,230,769       4,653,846  
Capital raised   $ 5,000,000     $ 20,000,000     $ 55,000,000     $ 55,000,000  
Less: Offering costs   $ (565,000 )   $ (2,260,000 )   $ (6,215,000 )   $ (6,215,000 )
Less: Sales by selling stockholders   $ (2,500,000 )   $ (10,000,000 )   $ (22,500,000 )   $ (22,500,000 )
Net offering proceeds to Company   $ 1,935,000     $ 7,740,000     $ 26,285,000     $ 26,285,000  
Proceeds from option exercises(2)   $ 7,708,488     $ 7,708,488     $ 7,708,488     $ 7,708,488  
Net tangible book value pre-financing (3)   $ 25,328,070     $ 25,328,070     $ 25,328,070     $ 25,328,070  
Share issued and outstanding pre-financing(4)    

19,644,589

     

19,644,589

     

19,644,589

              19,644,589         
Shares issued in financing from Company     192,308       769,231       2,500,000       2,750,000  
Post financing shares issued and outstanding    

19,836,897

     

20,413,820

     

20,413,820

     

22,394,589

 
Net tangible book value per share prior to offering   $ 1.29     $ 1.29     $ 1.29     $ 1.29  
Increase/(decrease) per share attributable to new investors   $ 0.47     $ 0.71     $ 1.39     $ 1.36  
Net tangible book value after offering   $ 1.76     $ 2.00     $ 2.68     $ 2.65  
Dilution per share to new investors   $ 11.24     $ 11.00     $ 10.32     $ 10.35  

 

* The share price used in this calcuation is the final share price of our prior Regulation A offering. Shares of the company’s stock are currently traded on an ATS; see “The Company’s Business – Principal Products and Services – StartEngine Secondary”. The company will price its shares of Common Stock after trading has stopped and prior to the qualification of this Offering Statement.

(1) Certain investors receive bonus shares of either 10% or 20%. If half of the investors in this offering receive bonus shares of 10% and other quarter receive bonus shares of 20%, and the Company sells $55,000,000 in this offering, the dilution to new investors will be $10.35 per share.

(2) Assumes 1,967,505 options are exercised at a weighted average exercise price of $3.92 per share.

(3) Net tangible book value is calculated as follows.

 

Total stockholders' equity at December 31, 2019  $2,549,049 
Less: intangible assets   (20,000)
Plus: capital raised from January 1, 2020 through March 1, 2021   22,799,021 
Equals tangible book value pre-financing  $25,328,070 

 

(4) Shares issued and outstanding pre-financing is calculated as follows.

 

Series A Preferred outstanding at December 31, 2019   3,254,261 
Series T Preferred outstanding at December 31, 2019   143,313 
Series T Preferred sold from January 1, 2021 through March 1, 2021   24,903 
Series Seed Preferred outstanding at December 31, 2019   3,550,000 
Common stock outstanding at December 31, 2019   8,005,471 
Common stock sold from January 1, 2020 through March 1, 2021   2,186,136 
Options outstanding at December 31, 2019   1,345,000 
Options  granted from January 1, 2020 through March 1, 2021   1,135,505 
    19,644,589 

 

Future dilution

 

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of that company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, or angel investment), employees exercising stock options, or by conversion of certain instruments (e.g., convertible bonds, preferred shares or warrants) into stock.

 

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

 

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

 

  · In June 2020 Jane invests $20,000 for shares that represent 2% of a company valued at $1 million.

 

  · In December the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the company but her stake is worth $200,000.

 

  · In June 2021 the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the “down round”). Jane now owns only 0.89% of the company and her stake is worth only $26,660.

 

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This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors (i.e., they get more shares than the new investors would for the same price). Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round”, the holders of the convertible notes will dilute existing equity holders, even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the company has issued (and may issue in the future), and the terms of those notes.

 

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

 

PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS

 

Plan of Distribution

 

StartEngine and the selling stockholders are seeking to raise up to $55,000,000 in total through the sale of Common Stock, which represents the value of securities available to be offered as of the date of this Offering Circular.  Under Regulation A, the company may only offer $75 million in securities during a rolling 12-month period. From time to time, we may seek to qualify additional shares.

 

The company is offering a maximum of · shares of Common Stock on a “best efforts” basis, which reflects the Bonus Shares.

 

The minimum investment is $500 for the Common Stock.

 

The company will use its existing website, www.startengine.com, to provide information with respect to the offering.

 

The company’s Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on its startengine.com website. Other than in the State of Florida, StartEngine is not selling the shares through commissioned sales agents or underwriters. In the State of Florida, the company has engaged Dalmore Group, LLC (“Dalmore”), a broker-dealer registered with the SEC and Member FINRA/SIPC, as the broker/dealer of record in order to provide compliance and administrative services. 

 

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The company has engaged Dalmore to perform the following administrative and compliance related functions in connection with shares sold this offering from in investors from the State of Florida, but not for underwriting or placement agent services: 

 

Review investor information, including KYC (“Know Your Customer”) data, perform AML (“Anti Money Laundering”) and other compliance background checks, and provide a recommendation to the company whether or not to accept an investor as a customer in the State of Florida.

 

Review each investor’s subscription agreement to confirm such investor’s participation in the offering and provide a determination to the company whether or not to accept the use of the subscription agreement for the investor’s participation.

 

Contact and/or notify the company, if needed, to gather additional information or clarification on an investor in the State of Florida;

 

Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in its performance pursuant to the terms of the agreement (e.g. as needed for AML and background checks);

 

Provide operations, compliance and other services in order to secure funding for the offering; and

 

Coordinate with third party providers to ensure adequate review and compliance.

 

As compensation for the services listed above, the company has agreed to pay Dalmore a consulting fee of $35,000 and a commission equal to 3% of the amount raised from investors in the State of Florida in the offering to support the offering on all newly invested funds after the issuance of a No Objection Letter by FINRA. In addition, the company has paid Dalmore a one-time advance set up fee of $5,000 to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Dalmore, such as, among other things, preparing the FINRA filing. Dalmore will refund any fee related to the advance to the extent it is not used, incurred or provided to the company. Assuming that all of the shares of Common Stock are sold from investors in the State of Florida, the company estimates that total fees due to pay Dalmore, including the advance set up fee, would be $1,690,000 for a fully-subscribed offering. 

 

Bonus Shares; Discounted Price for Certain Investors 

 

Certain investors in this offering are eligible to receive additional shares of Common Stock (effectively a discount) for their shares purchased (“Bonus Shares”) equal to 10% of the shares they purchase if they:

 

Are a member of the StartEngine OWNers bonus program*; or
Indicated interest in this offering on our website.

 

Further, members of the StartEngine OWNers bonus program who have indicated interest in this offering on our website will receive 20% Bonus Shares. For example, anyone who indicated interest in this offering on our website will receive a total of 110 shares for every 100 shares they purchase in the offering; further, if that investor is a member of the StartEngine OWNers bonus program, that individual will receive a total of 120 shares for every 100 shares they purchase in the offering. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.

 

To the extent any Bonus Shares are issued, it will reduce the proceeds that the company and selling stockholders receive. Of the · Bonus Shares available in this offering, · are being sold by the company and · are being sold by the selling stockholders.

 

*The general public can become members of the StartEngine OWNers bonus program on StartEngine's website for $275 per year. Membership will auto renew every year. A member of the program can cancel their renewal at any time. Once the individual cancels, their membership will expire on the next anniversary of their membership. With the OWNer’s Bonus, the investor will earn 10% bonus shares on all investments they make in participating campaigns on StartEngine. StartEngine Crowdfunding, Inc. will determine whether an investor qualifies as a StartEngine OWNer.

 

Process of Subscribing

 

Prospective investors who submitted non-binding indications of interest during the “test the waters” period, will receive an automated message from us indicating that the offering is open for investment. You will be required to complete a subscription agreement in order to invest. Investors in Common Stock can only complete the subscription agreement on our website.

 

The subscription agreement must be delivered to us and funds for the subscribed amount must be delivered in accordance with the instructions stated in the subscription agreement. Investors will specify whether they will purchase shares via credit card, wire transfer, or ACH transfer.

 

The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

 

Prime Trust is a Nevada registered trust company that offers escrow services as well as an integrated technology platform for processing investment transactions. The company has agreed to pay Prime Trust: (i) technology transaction fee of $2.50 per for each subscription processed regardless if the company accepts the investment, (ii) $250 for escrow account set up fee, (iii) $25 per month for so long as the offering is being conducted, (iv) for investments over $2,000, $2 per domestic investor (individual) and $5 per domestic investor (entity) for anti-money laundering check (up to $60 for international investors (individuals) and $75 for international investors (entities)), (v) $3.00 per investor (one-time accounting fee upon receipt of funds), and (vi) any applicable fees for fund transfers (ACH $1, check $10, wire $15 or $35 for international). Our registered transfer agent, StartEngine Secure, will maintain stockholder information on a book-entry basis.

 

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Investors’ Tender of Funds

 

The company will accept tenders of funds to purchase the shares. The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). The funds tendered by potential investors will be held by Prime Trust, the Escrow Agent, and will be transferred to the company upon each closing. The escrow agreement can be found in Exhibit 8 to the Offering Statement of which this Offering Circular is a part.  The Escrow Agent will not investigate the desirability or advisability of investment in the shares in this offering nor will it approve, endorse or pass upon the merits of purchasing those shares. The Escrow Agent is performing OFAC due diligence on all investors and AML due diligence on investors investing more than $2,000. The Escrow Agent will use a third-party identity verification service to verify customer identification and run AML checks. The process is automated for domestic US, Canadian, and UK investors who are natural persons. If information provided by the investor matches the information on file with the identity verification service, the investor will be cleared for AML. If the information does not match or is not found, the Escrow Agent will request official documentation (e.g., a driver’s license) from the investor to verify that the information provided is accurate. For international investors (excluding Canada and the UK) and non-natural persons, the due diligence will be effected using the LexisNexis system. The investor will need to provide additional information, which may include a copy of a valid passport, copy of a valid government issued ID, proof of residency, trust agreements and operating agreements. The Escrow Agent performs funds origination verification on all investments. If the name on the bank account, wire or check used to invest matches the name of the investor, the funds origination is cleared. If the source of funds does not match the name of the investor, authorization or verification documentation is required. Information and verification that may be required includes: names, tax ID, SSNs, government issued ID numbers, addresses, dates of birth, copies of valid government issued ID (passport/visa/driver’s license), address verifications (mail item within the last 90 days that lists the individual and the address provided) if address is not listed on ID, and copies of business entity documentation showing formation, ownership and control structure (such as Articles of Incorporation/By-laws/Operating Agreement). Documents must show that the contact / associated person listed is an authorized signor for the business entity. In addition to identity verification and source-of-funds validation, the Escrow Agent performs watch list checks on all investors, including various lists created and maintained by the OFAC. If there is a watch list hit, the Escrow Agent employs a conservative, best efforts approach to determine if the hit is a false positive. In the case that a false positive cannot be reasonably ascertained, the Escrow Agent notifies the proper authorities, which can include but are not limited to government agencies such as the Federal Bureau of Investigation.

 

There are no conditions that the company must meet in order to hold a closing. A closing will occur each time the company determines to accept funds. All funds are held in escrow pending satisfactory due diligence. The company will accept a subscription (i.e., hold a closing) within 30 calendar days after due diligence is successfully completed. Given the timing of completion of diligence, it is possible that the company could conduct a closing every weekday, which would be administratively burdensome. In order to reduce the number of closings, the company may wait until it has completed due diligence on several investments before submitting a disbursement request to the Escrow Agent. Based on our experience in our prior offering under Regulation A, investors who provide the information required by the subscription agreement and give accurate instructions for the payment of the subscription price should receive their securities in no more than six months; however we cannot guarantee that you will receive your securities by a specific date or within a specific timeframe. The average period from subscription to closing in our previous offering was approximately 30 days, with the fastest time to closing being five days and the slowest, which involved an issue with an international wire, being over six months. If an investor pays by ACH, the period between subscription and closing will be at least 15 days. Subscriptions are irrevocable, and during the period between an investor’s subscription and a closing, the investor will not have the rights of a stockholder. If the closing does not happen, for whatever reason, including, the dissolution or liquidation of the company, the funds in escrow will be returned to the investor. 

 

Tendered funds will only be returned to investors in the event we decide to terminate the offering, in which case any money tendered by potential investors that is still held in escrow will be promptly returned by the Escrow Agent upon our instruction. Upon each closing, funds tendered by investors will be made available to the company for our immediate use. Each investor will receive notice from the company upon the receipt of funds and upon closing.

 

Issuance of Shares

 

Information regarding the ownership of the Common Stock will be recorded with the stock transfer agent.

 

Jury Trial Waiver

 

The subscription agreement provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the subscription agreement, including any claim under federal securities laws. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law.

 

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Selling Stockholders

 

Certain stockholders of the company intend to sell up to · shares of Common Stock in this offering, plus up to · Bonus Shares or up to $22,500,000 in gross proceeds. The first $45,000,000 in gross proceeds (· shares sold by the company and selling stockholders in this offering (not including Bonus Shares)) will be split between the company and selling stockholders on a pro-rata basis. After · shares are sold by the company and selling stockholders in this offering (not including Bonus Shares), the remaining shares will be sold by the company.

 

Selling stockholders will participate on a pro rata basis, which means that at each closing in which selling stockholders are participating, a stockholder will be able to sell its pro rata portion of the shares that the stockholder is offering (as set forth in the table below) of the number of securities being issued to investors. For example, if the company holds a closing for $1 million in gross proceeds, the company will issue shares and receive gross proceeds of $500,000 while each of the selling stockholders will receive their Pro Rata Portion of the remaining $500,000 in gross proceeds and will transfer their shares to investors in this offering. Selling stockholders will not offer fractional shares and the shares represented by a stockholder’s pro rata portion will be determined by rounding down to the nearest whole share.

 

After qualification of the Offering Statement, the selling stockholders will enter into an irrevocable power of attorney (“POA”) with the company and two employees of the company, as attorneys-in-fact, in which they direct the company and either attorney-in-fact to take the actions necessary in connection with the offering and sale of their shares. A form of the POA is filed as an exhibit to the Offering Statement of which this Offering Circular forms a part. Selling stockholders who hold shares of the company’s Series Seed Preferred Stock or Series A Preferred Stock will convert their shares into shares of Common Stock immediately before participating in any closing. Selling stockholders who hold vested options for the purchase of Common Stock will exercise their options and pay for their shares before participating in any closing.

 

Selling Stockholder  Shares owned
prior to
Offering
   Shares offered
by selling
stockholder (1)
   Potential
Bonus Shares (1)
   Shares
owned
after the
Offering (1)
   Stockholder's
Pro Rata
Portion (5)
 
Howard E. Marks Living Trust U/A Dated 12/21/2001 (3)(6)        83,333    16,667           
Marks Irrevocable Trust (6)        13,334    2,666           
The Ronald David Miller Trust UA 08/04/2020 (3)(7)        48,333    9,667           
The Lee Miller Trust UA 09/05/2020 (3)(7)        48,333    9,667           
                          
TOTAL (8)                       100%

 

(1) Assumes maximum number of shares are sold in this offering and maximum number of Bonus Shares are issued. The maximum number of Bonus Shares available is 20%.

(2) Represents shares of Common Stock issuable upon exercise of vested options, including payment for such shares of Common Stock prior to any closing.

(3) Represents shares of Common Stock issuable upon conversion of Series Seed Preferred Shares on a 1-for-1 basis.

(4) Represents shares of Common Stock issuable upon conversion of Series A Preferred Shares on a 1-for-1 basis. 

(5) “Pro Rata Portion” represents that portion that a stockholder may sell in the offering expressed as a percentage where the numerator is the amount offered by the stockholder divided by the total number of shares offered by all selling stockholders.

(6) Shares beneficially owned by Howard Marks.

(7) Shares beneficially owned by Ronald Miller.

(8) The total number of shares owned by the selling stockholders prior to this offering represents · % of the company’s capital stock, on a fully diluted basis, assuming all options are exercised, shares of Preferred Stock are converted to Common Stock.

 

USE OF PROCEEDS TO ISSUER

 

The company estimates that if it sells the maximum amount of $55 million from the sale of Common Stock, which represents the value of shares available to be offered as of the date of this offering circular out of the rolling 12-month maximum offering amount of $75 million, the net proceeds to the issuer in this offering will be approximately $26,285,000, after deducting the estimated offering expenses of approximately $6,215,000 (including payment to Prime Trust, the broker-dealer, marketing, legal and accounting professional fees and other expenses) and sales by selling stockholders.

 

The table below shows the net proceeds the company would receive from this offering assuming an offering size of $5 million, $20 million and $55 million, and the intended use of those proceeds. There is no guarantee that we will be successful in selling any of the shares we are offering.

 

Amount raised  $5,000,000   $20,000,000   $55,000,000 
Offering expense  $565,000   $2,260,000   $6,215,000 
Sales by selling stockholders  $2,500,000   $10,000,000   $22,500,000 
Net proceeds to issuer  $1,935,000   $7,740,000   $26,285,000 
Marketing  $774,000   $3,096,000   $8,514,000 
Operations  $387,000   $1,548,000   $4,257,000 
Product Development  $580,500   $2,322,000   $6,385,500 
Cash Reserves  $193,500   $774,000   $7,128,500 

 

Marketing is our largest expected expenditure. Our marketing will use a lead-generation program designed to reach companies who are likely to want to raise capital and to offer them the ability to register on StartEngine to build crowdfunding offerings. Our marketing costs consist mainly of internal salaries for brand managers, lead generation associates, inside sales people and third party companies specialized in incoming lead conversion through telephone and emails. Also included are advertising costs on several types of media, including television, radio, podcasts and internet services such as Facebook and Google. These costs include engaging vendors such as advertising agencies and consultants.

 

Product development is our second largest expected expenditure. This mostly includes salaries for the internal software development team. We expect to hire additional software engineers, user experience specialists, user interface specialists and quality assurance engineers. These engineers will assist with improving our existing services as well as developing our planned new services.

 

The company reserves the right to change the above use of proceeds if management believes it is in the best interest of the company.

 

The allocation of the net proceeds of the offering set forth above represents the company’s estimates based upon its current plans, assumptions it has made regarding the industry and general economic conditions and its future revenues (if any) and expenditures.

 

Investors are cautioned that expenditures may vary substantially from the estimates above. Investors will be relying on the judgment of the company’s management, who will have broad discretion regarding the application of the proceeds from this offering. The amounts and timing of the company’s actual expenditures will depend upon numerous factors, including market conditions, cash generated by the company’s operations (if any), business developments and the rate of the company’s growth. The company may find it necessary or advisable to use portions of the proceeds from this offering for other purposes.

 

In the event that the company does not raise the entire amount it is seeking, then the company may attempt to raise additional funds through private offerings of its securities or by borrowing funds. The company does not have any committed sources of financing.

 

THE COMPANY’S BUSINESS

 

StartEngine Crowdsourcing Inc. was incorporated in the State of Delaware on March 19, 2014. On May 8, 2014, the company changed its name to StartEngine Crowdfunding, Inc.

 

StartEngine aims to revolutionize the startup financing model by helping both accredited and non-accredited investors invest in private companies on a public platform. StartEngine Crowdfunding operates under Title IV of the JOBS Act, allowing private companies to advertise the sale of their stock to both accredited and non-accredited investors under Regulation A, and under Title II of the JOBS Act, which permits offerings to accredited investors to be advertised under Rule 506(c) of Regulation D. StartEngine is in the process of expanding the breadth of its offerings in order to better serve its mission. Beginning in December 2017, StartEngine began offering transfer agent services through one of its subsidiaries. In June 2019, StartEngine Primary LLC was approved for membership as a broker-dealer with FINRA. The company is now in the process of implementing the services described in “The Company’s Business – Services under Development.” Specifically, StartEngine Primary now offers broker-dealer services to companies selling securities in Regulation A, Regulation Crowdfunding and Regulation D offerings and is in the early stages of operating its alternative trading system.

 

StartEngine’s most recent planned addition to its family of services are administrative services that it intends to provide under its subsidiary StartEngine Assets.

 

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StartEngine Crowdfunding has four wholly owned subsidiaries:

 

  · StartEngine Capital LLC (“StartEngine Capital”), a funding portal registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”), operates under Title III of the JOBS Act, which introduced Regulation Crowdfunding,

 

  · StartEngine Secure LLC (“StartEngine Secure”), a transfer agent registered with the SEC that was formed on December 12, 2017, and

 

  · StartEngine Primary LLC (“StartEngine Primary”), a company formed on October 12, 2017, a registered broker-dealer, which has just been approved to act as alternative trading system.
     
  ·

StartEngine Assets LLC (“StartEngine Assets”), a company formed on May 18, 2020, for the purposes of a serving as the administrative manager of certain companies.

 

Principal Products and Services

 

Depending on the type of offering being made, we currently operate as a technology platform connecting issuers and investors and as a Regulation Crowdfunding funding portal. We facilitate the following types of offerings that are exempt from registration under the Securities Act:

 

  ·

Regulation A Offerings: Through StartEngine Primary we generally host Regulation A Offerings on our platform. These companies are seeking to raise anywhere from $100,000 to $75,000,000 and we provide an array of services, including assisting with due diligence, custodial accounts and coordinating vendors.

  

  ·

Regulation Crowdfunding Offerings: Through StartEngine Capital, our funding portal registered with the SEC and FINRA, we host Regulation Crowdfunding. These companies are seeking to raise anywhere from $10,000 to $5,000,000, and we also provide an array of services permitted by Regulation Crowdfunding, including campaign page design services, marketing consulting services, assisting with due diligence, custodial accounts, and coordinating vendors.

 

  ·

Rule 506(c) Offerings: Through StartEngine Crowdfunding, we host offerings under Rule 506(c) of Regulation D. Accredited investors are allowed to invest in these offerings and we host these offerings either on a stand-alone basis or concurrently with a Regulation Crowdfunding offering. Under Rule 506(c), companies can use general solicitation to attract investors and there is no limit to the amount of money that can be raised. Therefore, companies engaged in a concurrent Regulation Crowdfunding offering can also raise additional funds from accredited investors providing they comply with the requirements of each exemption.

 

StartEngine Secure: Through our wholly owned subsidiary, StartEngine Secure, we offer transfer agent services. These services include tracking each investor’s account information and the amount of securities purchased and date purchased.  We began offering transfer agent services in May 2017 to all of our clients and became a registered transfer agent in November 2017. Revenues from this service were first recognized in January 2018. Our goal is to provide a seamless service to our client companies. Our intent is for our transfer agent to have agreements with our various entities to allow it to collect information on investors and their investments through an API (application programming interface). Therefore, when a company raises money on StartEngine, our transfer agent will be notified and sent the investor information and the investment details.  The transfer agent will then capture this information into its redundant and secure database hosted in the cloud and encrypt for security purposes.

 

StartEngine Premium: We offer marketing services branded under the name “StartEngine Premium”. For an additional fee, our team will support companies with the design of their campaign pages, provide a designated account consultant to guide a company throughout the campaign creation process, and assist a company in developing a marketing strategy based on best practices and analytics from previous successful campaigns. This service first generated revenues in May 2017. Our funding portal now also offers digital advertising services branded under the name

 

StartEngine Promote: “StartEngine Promote”. These services are aimed at improving the success of Regulation Crowdfunding campaigns through paid advertising. For a percentage of the net investments attributable to advertisements placed by StartEngine, our team will support companies with the creative design, purchase, and optimization of advertising across, but not limited to, Facebook, Instagram, Linkedin, Twitter, and Google Adwords. This service first generated revenues in May 2018. In addition, we also offer a full-service product for our clients using Regulation Crowdfunding where, for an increase in the commission charged, we will hire consultants to assist with all areas of a campaign, including due diligence, compliance and internal accounting services.

 

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We strive to ever increase the services offered to our clients. We recently expanded the scope of our offerings to include broker-dealer services and our alternative trading system, branded as “StartEngine Secondary”. Both of these services are executed through our subsidiary, StartEngine Primary.

 

StartEngine Primary: By adding broker-dealer services to the mix of our offerings, we are able to take a more active role in the promotion and sale of securities in Regulation A, Regulation CF and Regulation D offerings hosted on our platforms. Further, we are able to facilitate the trades that StartEngine Secondary, see (--“StartEngine Secondary” below). StartEngine Primary received approval for a range of business lines to allow for us to act as the broker-dealer for the private placements of securities (which includes securities sold under Regulation D), to effect transfers and sales on StartEngine Secondary, and to be able to receive referral fees and commissions for sales of securities. Our broker-dealer registration became effective in June 2019.

 

StartEngine Secondary: The goal of the StartEngine Secondary platform will be to increase liquidity for shares sold in Regulation A, Regulation Crowdfunding and Regulation D offerings. Our goal is to facilitate the transfer and sale of these shares by creating an alternative trading system to allow for secondary trades. Sales of shares sold under Regulation A on the StartEngine platform will be permitted immediately, while holders of shares sold under Regulation Crowdfunding and Regulation D will need to wait one year in order to comply with the transfer restrictions to participate on the platform. StartEngine Secondary was launched on May 18, 2020. To date, StartEngine Secondary has a limited operating history, and we are currently the only company whose shares are quoted on this platform.

 

StartEngine OWNer Bonus: The general public can become members of the StartEngine OWNers bonus program on StartEngine's website for $275 per year. The OWNer Bonus entitles members 10% bonus shares on all investments they make in participating campaigns on StartEngine.

 

Services under Development

 

StartEngine Assets: The goal of StartEngine Assets is to provide administrative services to companies seeking to raises funds under Regulation A. StartEngine Assets is partnering with various entities that wish to sell interests in certain asset classes and to either by itself or through its affiliates provide or facilitate the provision of services required from the marketing of the offering, investor relations and investor management (including payments of dividends, if any) to liquidation.

 

StartEngine iOS: StartEngine is working on developing an iOS application to improve our user experience and facilitate using our services.

 

Ancillary Services: We are in the process of developing an array of ancillary services to assist the companies listing on our platforms. As these are in the development phase, there is no assurance that these services will be developed. These services may include an expansion of marketing services, StartEngine Premium, see “Principal Products and Services” above. Further, we are developing services to assist our clients after the completion of their campaigns. Some of the services that we intend to develop include tools for the companies to communicate with their investors, assistance with annual reports and on-going compliance, and a variety of marketing tools so that companies can continue to increase their brand awareness and monitor their progress with their investors.

 

Support Services

 

Our company is focused on our core competencies and therefore we surround ourselves with third party companies who help us accomplish our non-core tasks.

 

We rely on the following companies for outsourced services:

 

  · Fund America: Transaction management

 

  · Amazon AWS: Cloud hosting

 

  · Google Business: Cloud email and applications

 

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Market

 

Regulation A

 

Amended Regulation A became effective June 19, 2015. According to the SEC, the size of the Regulation A market was approximately $1.3 billion for the period from July 1, 2019 to June 30, 2020.

 

As of March 1, 2021, we have hosted the 49 Regulation A offerings, who have raised a total of $147 million on our platforms, including over $24 million in a campaign for one issuer and three for StartEngine itself. We believe the market for Regulation A will continue to grow as more companies become aware of the ability to raise capital through crowdfunding platforms. Because it permits a maximum raise of $75 million each 12 months, we believe this rule is well suited for small and midsize businesses. We have seen the demand increase significantly between 2018 and 2020. We hosted one offering in 2018, nine offerings in 2019 and 16 offerings in 2020. The recent legislative change to permit SEC-reporting companies to make offerings in reliance on Regulation A should expand the potential market for our services to small public companies. Further, we believe the recent administrative change to increase the maximum offering amount from $50 million to $75 million, will increase the size of the market and make Regulation A a more appealing form of capital formation for some companies. We expect to continue to increase the number of companies who list their offerings on our platform, although we are likely to encounter competition from other platforms and from companies who seek to raise funds online without using a platform. Further, gaining broker-dealer capabilities will enable us to increase the scope of services offered to our clients.

 

Regulation Crowdfunding

 

Since its launch on May 16, 2016, we estimate that as of December 31, 2020, 444 companies have raised over $145 million on StartEngine. According to the SEC, the size of the Regulation CF market was approximately $88 million for the period from July 1, 2019 to June 30, 2020.

 

We believe Regulation Crowdfunding will continue to grow year over year as more startup companies become aware of this funding method and view Regulation Crowdfunding as a viable fundraising option. We have seen the demand increase significantly between 2019 and 2020. And, with the recent increase on the annual cap to $5 million, we have already seen an increase in interest in this form from prospective issuers in the first quarter of 2021. Regulation Crowdfunding makes it relatively inexpensive to make an offering of securities: legal, compliance and accounting costs can be less than $10,000, and offering costs can be even cheaper for companies who prepare the documentation internally. With a current maximum raise of $5 million per year, we believe that this funding method is perfect for early-stage companies. 

 

We are working to increase awareness of the benefits of Regulation Crowdfunding through a lead generation program that includes advertising on social media, email marketing and other marketing support. We mainly focus on start-ups; however, our outreach will also include some companies further along in their development. We have and plan to continue to educate the market through the content we write and publish on our blog as well as being guest authors on other popular blogs.

 

Rule 506(c)

 

Offering under Regulation D include those under Rule 506(b), Rule 506(c), and Rule 504. According to the SEC, the size of the Rule 506(b) market was approximately $1.4 trillion, the Rule 506(c) market was approximately $69 billion and the Rule 504 market was approximately $171 million for the period from July 1, 2019 to June 30, 2020. The vast majority of the sales were through Rule 506(b), which does not allow for general solicitation and allows for some non-accredited investors as well as less stringent requirements for verifying accredited status. Based on this information, we believe there is large potential market for online sales under Rule 506(c).

 

Rule 506(c) offerings are an inexpensive way to raise capital from accredited investors with a low cost of entry. Further, recent discussions by regulators regarding expanding the definition of an “accredited investors” may widen the pool of potential investors. We estimate it can cost under $10,000 to prepare an offering under Rule 506(c). There is no limitation on the amount raised, which makes this rule attractive to companies who just completed a Regulation Crowdfunding offering or are planning a Regulation A campaign in the near future. This exemption can be used together with Regulation A and Regulation Crowdfunding. For Regulation Crowdfunding offerings, this exemption provides companies an opportunity to extend an offering beyond Regulation Crowdfunding once the maximum $5 million has been reached. For Regulation A offerings, this exemption can be used as a fundraising option prior to the launch of the offering, because of the time it takes to get a Regulation A offering qualified. Currently, this represents only a small part of our overall business.

 

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Transfer Agent

 

The exemptions provided by Regulation A and Regulation CF include conditional exemptions from the registration requirements of the Securities Exchange Act of 1934. One of the conditions is that should the number of a company’s securityholders and/or the value of a company’s assets exceed a certain threshold, a company needs to use a registered transfer agent to avoid the requirement that the company become a fully-registered company with the SEC — an expensive proposition for many of these small companies. Therefore, the market for our transfer agent services includes all companies that have previously raised funds through Regulation A and Regulation CF offerings. Currently, we mainly market our services to our current clients.

 

StartEngine Secondary

 

We believe that a portion of the owners of securities purchased under Regulation A, Regulation D and Regulation Crowdfunding will be interested in selling their securities to prospective buyers. There is no viable marketplace today for these securityholders to sell their securities unless the company seeks a quotation on an over-the-counter marketplace. Companies who use Tier 1 of Regulation A or Regulation Crowdfunding do not qualify for quotation on the leading over-the-counter marketplace. Further even if a company qualifies for that market, which would include issuers using Tier 2 of Regulation A, the quotation requirements are expensive. We believe StartEngine Secondary has the potential for success because there is currently no marketplace for these securities.

 

StartEngine Assets

 

We believe that there are many companies and individuals who have value to bring to the market including specialized knowledge about unique types of assets and are interested in capital formation but lack the internal infrastructure in order to accept and manage investments from a large pool of investors. StartEngine Assets intends to remove this friction point by providing the administrative, technical and technological assistance needed. Further, we believe investors would be excited to invest in diverse assets pools that traditionally were only available to high net worth individuals. This is a new venture for us and we have yet to determine if there is a market for this service.

 

Registered User Base

 

As of March 8, 2021, we have 400,378 registered users. Of these, 169,842 have made investments on our platform. We are seeing week-over-week growth in registered users and expect to register more users as we add more companies to our platform.

 

Competition

 

With respect to offerings made under Regulation Crowdfunding, we compete with other intermediaries, including brokers and funding portals such as WeFunder, SeedInvest, Republic and MicroVentures. We also anticipate more market entrants due to the recent increase in the cap size from $1.07 million to $5 million.

 

With respect to offerings under Regulation A, we compete with other platforms, hosting services and broker-dealers. Some of our competitors include: SeedInvest and Wefunder.

 

With respect to offerings under Rule 506(c), or online offerings made under Regulation D (which includes non-solicited offerings), we compete with platforms such as Crowdfunder, AngelList, EquityNet, SeedInvest, FundersClub and Fundable.

 

With respect to our transfer agent, we compete with transfer agents such as Computershare and VStock Transfer.

 

Strategy

 

Our Mission: Help entrepreneurs achieve their dreams.

 

Our Strategy: We provide technology to allow the general public to invest in entrepreneurs.

 

Our Advantages

 

We believe that StartEngine is one of the leaders in the global crowdfunding nation. We aim to facilitate financial ignition of innovative companies led by determined, intelligent entrepreneurs who have the energy and talent to start and grow successful companies.

 

We harness the power and wisdom of “The Crowd” through the internet to release entrepreneurial creativity, thereby creating jobs, economic efficiency and ultimately economic growth. We believe we not only help entrepreneurs raise capital to start and grow their businesses, but we also help them build armies of committed, long-term brand ambassadors who, as investors, promote their companies to their friends, families and colleagues.

 

As one of the first movers in the equity crowdfunding industry, we are active in crowdfunding legal and regulatory affairs. Our position allows us to collaborate to establish industry-wide best practices and to improve the quality of listings. We believe our backend operating systems are highly efficient. Each function operates through documented procedures to ensure consistent, quality results. Knowing what it takes to successfully grow a company, we try to keep operating expenses to a minimum.

 

We believe that StartEngine’s key asset is its team members. We are a group of talented people who have come together to democratize finance and investment in startup and growth companies. The hallmark of the company is talented, respectful, enthusiastic and entrepreneurial people who understand and operate on the principles of dignity and respect.

 

Our mission is to help entrepreneurs achieve their dreams. Our objective is that by 2029, we will facilitate funding of $10 billion for companies.

 

24

 

 

Research and Development

 

StartEngine invested approximately $749,630 in 2019 and $751,233 in 2018 in research and development, product development, and maintenance.

 

Employees

 

As of March 1, 2021, we had 61 employees. We also work with a large number of contractors for user-experience design, security controls, and testing, services and marketing.

 

Regulation

 

Having platforms that host Regulation A, Regulation Crowdfunding and Regulation D offerings, we are required to comply with a variety of state and federal securities laws as well as the requirements of FINRA, a national securities association of which our funding portal subsidiary is a member. Further, as a registered transfer agent, we are required to comply with a variety of state and federal securities laws and laws that govern transfer agents, as well as laws aimed at preventing fraud, tax evasion and money laundering

 

Regulation Crowdfunding

 

In order to act as an intermediary under Regulation Crowdfunding, our subsidiary is registered as a funding portal with the SEC and became a member of FINRA. In the future, we may be subject to additional rules issued by other regulators, such as the money-laundering rules proposed by FinCEN.

 

SEC Requirements

 

As a funding portal, our subsidiary is prohibited from engaging in certain activities in order not to be regulated as a full-service broker-dealer. These activities are set out in Section 4(a)(6) of the Securities Act and in Regulation Crowdfunding. We have accordingly established internal processes to ensure that our subsidiary as well as its agents and affiliates do not engage in activities that funding portals are not permitted to undertake, including:

 

  · Providing investment advice or recommendations to investors for securities displayed on our platform;

 

  · Soliciting purchases, sales or offers to buy securities displayed on our platform;

 

  · Compensating employees, agents or other persons for solicitation or for the sale of securities displayed or listed on our platform; or

 

  · Holding, managing, processing or otherwise handling investors’ funds or securities.

 

In addition, our funding portal has certain affirmative requirements that it is required to comply with to maintain its status. These affirmative obligations include:

 

  · Providing a communications channel to allow issuers to communicate with investors;

 

  · Having due diligence and compliance protocols and requirements in place so that the company has a “reasonable basis” to believe that

 

  its issuers are in compliance with securities laws, have established means to keep accurate records of the securities offered and sold, and that none of their covered persons (e.g., officers, directors and certain beneficial owners) are “bad actors” and therefore disqualified from participating in the offering;

 

  its issuers and offerings do not present the potential for fraud or otherwise raise concerns about investor protection; and

 

  its investors do not invest more than they are allowed to invest under the limitations set out in Regulation Crowdfunding; and

 

· Creating procedures for its investors to notify them of risks regarding investing in securities hosted on its platform and providing them with required investor education and disclosure materials.

 

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We are also required to set up protocols regarding payment procedures and recordkeeping.

 

FINRA Rules

 

As a member of FINRA, our funding portal is subject to their supervisory authority and is required to comply with FINRA’s portal requirements. Some of those rules are also applicable to the company as an entity associated with the portal. These requirements include rules regarding conduct, compliance and codes of procedure. For instance, FINRA’s compliance rules require timely reporting of specified events, such as complaints and certain litigation against the portal or its associated persons as well as the provision of the portal’s annual financials prepared on a U.S. GAAP basis. In addition, under the conduct rules, the portal is required to conduct its business in accordance with high standards of commercial honor and just and equitable principles of trade, is limited to certain types of communications with investors and issuers, and is prohibited from using manipulative, deceptive and other fraudulent devices.

 

Liability

 

Under Section 4A(c) of the Securities Act, an issuer, including its officers and directors, may be liable to the purchaser of its securities in a transaction made under Section 4(a)(6) if the issuer makes an untrue statement of a material fact or omits to state a material fact required to be stated or necessary in order to make the statements, in light of the circumstances under which there were made, not misleading; provided, however, that the purchaser does not know of the untruth or omission, and the issuer is unable to prove that it did not know, and in the exercise of reasonable care could not have known, of the untruth or omission.

 

Though not explicitly stated in the statute, this section may extend liability to funding portals, and the SEC has stated that, depending on the facts and circumstances, portals may be liable for misleading statements made by issuers. However, funding portals would likely have a “reasonable care” due diligence defense. “Reasonable care” would include establishing policies and procedures that are reasonably designed to achieve compliance with the requirements of Regulation Crowdfunding, including conducting a review of the issuer’s offering documents before posting them to the platform to evaluate whether they contain materially false or misleading information. We have designed our internal processes and procedures with a view to establishing this defense, should the need arise.

 

Further, we may also face liability from existing anti-fraud rules and statutes under the securities laws. For instance, under Section 9(a)(4) of the Exchange Act anyone who "willfully participates" in an offering could be liable for false or misleading statements made to induce a securities transaction and the Supreme Court Lorenzo opinion in 2019 established liability for the “dissemination” of misleading statements.

 

In addition, FINRA imposes liability for certain conduct, including violations of commercial honor and just and equitable principles of trade and acts using manipulative, deceptive and other fraudulent devices.

 

Regulation A and Regulation D

 

Broker-Dealer Regulations

 

Our subsidiary, StartEngine Primary, is registered as a broker-dealer with the SEC and a member of FINRA. The registration process not only includes registering with the SEC, which we have completed, but also requires membership in a self-regulatory organization (in our case, we are a member of FINRA) and in the Securities Investor Protection Corporation (“SIPC”), compliance with state requirements and making sure that our associate persons satisfy all applicable qualification requirements.

 

SEC Requirements

 

Since StartEngine Primary became a broker-dealer, it is required to comply with extensive SEC regulations with respect to its conduct and the processing of transactions. These include requirements related to conduct, financial responsibility, and other requirements such as those that relate to communications, anti-money laundering (AML) and ongoing internal controls and governance. In addition, StartEngine Primary has been approved to operate an alternative trading system for secondary trading of securities. We have not yet launched our operations, but will also need to comply with extensive SEC regulations with respect to its conduct and the processing of transactions.

 

Conduct Requirements

 

In general, many of the rules that govern broker-dealers stem from antifraud provisions; these requirements are broad in scope and prohibit misstatements or misleading omissions of material facts, and fraudulent or manipulative acts and practices, in connection with the purchase or sale of securities. Specifically, the following rules apply:

 

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  · Section 9(a) prohibits particular manipulative practices regarding securities registered on a national securities exchange.

 

  · Section 10(b) prohibits the use of "any manipulative or deceptive device or contrivance" in connection with the purchase or sale of any security.

 

  · Section 15(c)(1) prohibits broker-dealers from effecting transactions in, or inducing the purchase or sale of, any security by means of "any manipulative, deceptive or other fraudulent device" in over-the-counter markets

 

  · Section 15(c)(2) prohibits a broker-dealer from making fictitious quotes in over-the-counter markets

 

In order to comply with the antifraud specific requirements include those related to:

 

  · fair dealing (e.g., a duty of fair dealing includes charging reasonable fees, promptness of executive orders, and disclosing specified material information as well as any conflict of interest);

 

  · best interests (e.g., a duty to act in the “best interests” of the retail customer, which includes certain disclosure and care obligation and compliance obligations as well as maintaining policies and procedures to minimize the effects, if any, of conflicts of interest);

 

  · execution (e.g., a duty of execution requires that based on the circumstances requirement to find the most favorable terms for a customer;

 

  · customer confirmation (e.g., at or before the completion of transaction certain information must be provided to customers, including specifics on the sale, the payment that the broker-dealer receives, etc.);

 

  · disclosure of credit terms;

 

  · restrictions on short sales;

 

  · trading during an offering; and

 

  · restrictions on insider trading.

 

Finally, broker-dealers are governed by requirements regulating employees and individuals associated with the broker-dealer.

 

Financial Responsibility Requirements

 

Financial responsibility and operations requirements include: net capital requirements, margin requirements, customer protection requirements (e.g., reserve account and segregation of customer assets), risk assessment requirements, financial reporting (including an independent audit), and recordkeeping requirements.

 

Other Requirements

 

Broker-dealers are subject to a host of other rules and requirements including: mandatory arbitration, submitting for SEC and FINRA examinations, maintain and reporting information on the broker-dealers affiliates (in our case, this includes the parent organization as well as the other subsidiaries), following electronic media and communication guidelines as well as maintaining an AML program.

 

FINRA Requirements

 

Since our subsidiary became a broker-dealer member of FINRA, our subsidiary has been subject to its supervisory authority and is required to comply with FINRA’s broker-dealer requirements. Some of those rules are also applicable to the company itself, as an entity associated with the broker-dealer. These requirements include many similar requirements to those of the SEC, and in many cases are broader in scope and provide more specificity. FINRA also has rules regarding conduct, compliance and codes of procedure. For instance, FINRA members must comply with NASD's Rules of Fair Practice, which broadly speaking requires broker-dealers to observe high standards of commercial honor and just and equitable principles of trade in conducting their business. There are also rules that relate to use of manipulative, deceptive or other fraudulent devices, suitability, payments to unregistered persons, know your customer, supervision of our employees and responsibilities related to associated persons, financial soundness, recordkeeping, maintaining procedures, arbitration for customer disputes, AML and submitting to ongoing supervision. We are also required to undertake due diligence investigations with respect to Regulation A and Regulation D offerings.

 

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Liability

 

Under our arrangements that do not use the services of our broker-dealer subsidiary, Section 12(a)(2) of the Securities Act, which applies to Regulation A, imposes liability for misleading statements not only on the issuers of securities but also on “sellers,” which includes brokers involved in soliciting an offering. Rule 10b-5 under the Exchange Act generally imposes liability on persons who “make” statements. Currently, the information presented on our platform is drafted by the issuers themselves. Additional liability may arise from as-yet untested provisions such as Section 9(a)(4) of the Exchange Act, discussed above.

 

Broker-dealers are subject to heightened standards of liability. Not only do we have potential liability under Section 12(a)(2) but we also are subject to liability under Rule 10b-5. Broker-dealers may also be subject to liability for failure to comply with SEC and FINRA requirements, including claims that we can be held liable for the behavior of our agents (control person liability), claims regarding unsuitable recommendations, violations of margin rules, breach of contract, common law claims of fraud and various claims under state laws.

 

Regulation S

 

Regulation S provides that the registration requirements of the Securities Act do not apply to offers and sales of securities that occur outside the United States. Regulation S provides safe harbors that provide specific conditions for transactions so that the transactions will be deemed to occur outside the United States, including the imposition of “distribution compliance periods” during which securities may not be resold or transferred to “US persons”. The distribution compliance periods vary accordingly to whether the issuer of securities is a domestic or foreign company and whether or not the issuer’s securities are registered under the Exchange Act and subject to ongoing reporting obligations thereunder. The securities that we are most likely to host on our platform in Regulation S offerings are those of non-reporting US issuers, whose equity securities are subject to a one-year distribution compliance period, and whose non-equity securities are subject to a 40-day distribution compliance period. During the distribution compliance period, purchasers of the securities are required to certify that they are not US persons, and agree to resell only to non-US persons. Securities professionals are required to deliver confirmations to buyers of securities stating that these resale restrictions apply to the buyers. Disclosure of these restrictions are also required to be made in selling materials and on the securities themselves. “US persons” as defined in Regulation S, which includes natural persons resident in the United States, partnerships and companies organized under US law, estates and trusts of which administrators, executors or trustees are US persons, discretionary accounts held by a US fiduciary for US persons, non-discretionary accounts held for the benefit of US persons, and certain foreign partnerships and companies created by US persons. These conditions may require limiting access to campaign pages to non-U.S. based internet addresses.

 

Issuers that rely on Regulation S are still required to comply with the requirements of the jurisdiction in which their securities are sold.

 

Operation of ATSs

 

The ATS must be operated by a broker-dealer. Our broker-dealer, StartEngine Primary is governed by the rules regulating broker-dealer trading systems. Regulation ATS includes provisions that govern the operations an ATS such as those that relate to fees charged, fair access to the trading system, system requirements (capacity, integrity and security), display of orders and capacity to execute those orders, recordkeeping and reporting, and establishing procedures including related to confidentiality of trading information, among other things.

 

Operating an ATS, means that we also need to ensure compliance with relevant state laws, referred to as blue sky requirements. While states are preempted from many facets of initial offerings (e.g., in Regulation A and Regulation CF), secondary offerings, the type that will occur on our ATS, are not pre-empted under state laws. Therefore, even though a security may be freely tradeable under federal laws, our ATS and issuers will need to comply with the blue sky requirements as well.

 

 

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Transfer Agent Regulations

 

As a registered transfer agent, we are required to comply with all applicable SEC rules, which predominantly includes the rules under Section 17A(c) of the Exchange Act. The requirements for transfer agents include:

 

  · minimum performance standards regarding tracking, recording and maintaining the official record of ownership of securities of a company and related recordkeeping and reporting rules;

 

  · timely and accurate creation of records for security holders; and

 

  · related safeguards and data security requirements for fraud prevention.

 

In addition, we must comply with various state corporate and securities laws as well as provisions of the Anti-Money Laundering (AML) regulations, Office of Foreign Assets Regulations (OFAC) and the Foreign Account Tax Compliance Act (FATCA).

 

Intellectual Property

 

We have a trademark for “StartEngine” in the United States. We do not own any patents; however, we have our own proprietary source code that we use in operating our platform. We also have a patent pending on the topic of peer to peer trading.

 

Litigation

 

The company is not involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

 

THE COMPANY’S PROPERTY

 

We do not own any significant property. We are currently working remotely. We a have a service agreement for our office space at 3900 W Alameda Ave., Suite 1200, Burbank, CA 91505. It is a month-to-month agreement.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Operating Results

 

StartEngine Crowdfunding, Inc. was incorporated on March 19, 2014 in the State of Delaware. The company was originally incorporated as StartEngine Crowdsourcing, Inc., but changed to the current name on May 8, 2014. The company’s revenue- producing activities commenced in 2015 with the effectiveness of the amendments to Regulation A under the Securities Act adopted in response to Title IV of the JOBS Act. Operations expanded in 2016, as Regulation Crowdfunding, adopted in response to Title III of the JOBS Act, went into effect. On June 10, 2019, our subsidiary, StartEngine Primary LLC was approved for membership as a broker-dealer with FINRA.

 

For 2018 and the earlier part of 2019, our revenues for offerings made under Regulation A were in the form of posting fees, as we were not permitted to collect transaction-based compensation. We generally allowed companies to use one of two fee schemes for posting Regulation A — either a per investor payment or a flat monthly fee. When using the per investor structure, the fee per investor was $50 under Regulation A. When using the flat monthly fee, under both Regulation A, companies could pay a $20,000 to $30,000 monthly posting fee. For some transactions, flat fees were negotiated on the basis of the expected investor volume. Since StartEngine Primary has been approved as a broker-dealer, from June 2019, in lieu of the previous fee arrangement, Regulation A offerings are subject to a commission ranging between 4% and 7% and usually include warrants to purchase shares of the company or securities identical to the offering. The amount of commission is based on the risks and other factors associated with the offering. In 2019 and 2020, we received a minimal amount of revenues from services related to Regulation D offerings.

 

In Regulation Crowdfunding offerings, our funding portal subsidiary is permitted to charge commissions to the companies that raise funds on our platform. We typically charge 6% to 10% under Regulation Crowdfunding offerings for our platform fees. In addition, we charge additional fees to allow investors to use credit cards. We also generate revenue from services, which include a consulting package called StartEngine Premium priced at $10,000 to help companies who raise capital with Regulation Crowdfunding, digital advertising services branded under the name StartEngine Promote for an additional fee, as well as transfer agent services marketed as StartEngine Secure. We additionally charge a $1,000 fee for certain amendments we file on behalf of companies raising capital with Regulation Crowdfunding as well as fees to run the required bad actor checks for companies utilizing our services.

 

Results of Operations for Six Months Ended June 30, 2020 Compared with the Six Months Ended June 30, 2019

 

The following summarized the results of our operations for the six months ended June 30, 2020 as compared to the six months ended June 30, 2019. 

 

   Six Months Ended June 30,     
   2020   2019   $ Change 
Revenues  $5,422,592   $1,881,310   $3,541,282 
Cost of revenues   1,519,307    912,327    606,980 
                
Gross profit   3,903,285    968,983    2,934,302 
                
Operating expenses:               
General and administrative   1,538,126    1,580,138    (42,012)
Sales and marketing   2,147,394    952,327    1,195,067 
Research and development   482,835    361,059    121,776 
Change in fair value of warrants received for fees   29,010    21,143    7,867 
Impairment in value of shares received for fees   13,387    -    13,387 
Total operating expenses   4,210,752    2,914,667    1,296,085 
                
Operating loss   (307,467)   (1,945,684)   1,638,217 
                
Other expense (income), net:               
Other expense (income), net   70,623    (16,702)   87,325 
Total other expense (income), net   70,623    (16,702)   87,325 
                
Loss before provision for income taxes   (378,090)   (1,928,982)   1,550,892 
                
Provision for income taxes   12,612    4,753    7,859 
                
Net loss  $(390,702)  $(1,933,735)  $1,543,033 
Less: net loss attributable to noncontrolling interest   (22,456)   -    (22,456)
Net loss attributable to stockholders  $(368,246)  $(1,933,735)  $1,565,489 

 

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Revenues

 

Our revenues during the six months ended June 30, 2020 were $5,422,592, which represented an increase of $3,541,282 from revenues in the same period in 2019. The following are the major components of our revenues during the six months ended June 30, 2020 and 2019:

 

   2020   2019   $ Change 
Regulation Crowdfunding platform fees  $2,741,734   $903,412   $1,838,322 
Posting fees and commissions   980,190    83,536    896,654 
StartEngine Premium   1,145,275    495,456    649,819 
StartEngine Secure   131,430    68,794    62,636 
StartEngine Promote   221,412    42,215    179,197 
Events, sponsorships and licensing   -    36,000    (36,000)
Other service revenue   202,551    251,897    (49,346)
                
Total revenues  $5,422,592   $1,881,310   $3,541,282 

 

The increase in total revenues in the six months ended June 30, 2020 as compared to the same period in 2019 is primarily due to the following:

 

  Increase in Regulation Crowdfunding platform fees of $1,838,382 due primarily to higher average amounts raised by issuers in Regulation Crowdfunding offerings.

 

  Increase in fees related to posting fees and commissions of $896,654 due primarily to the company’s transition during 2019 to become a broker-dealer. We became a broker-dealer in June 2019, and we did not recognize any fees related to our broker-dealer services during the six months ended June 30, 2019.

 

  Increase in StartEngine Premium revenue of $649,819 due primarily to an increase in the number of issuers on our platform during 2020, as well as refunds that were issued during 2019 as the company adopted more selective criteria to narrow the scope of potential issuers on its platform.

 

Cost of Revenues

 

Our cost of revenues during the six months ended June 30, 2020 were $1,519,307, which represented an increase of $606,980 from the amounts during the same period in 2019. Overall, cost of revenues increased due to the increase in the underlying revenue activity. Our gross margin in 2020 improved to 72% as compared to 52% in 2019. This margin improvement is due an increase in revenue from services with high margins, including Regulation CF platform fees, posting fees and commissions, and StartEngine Premium, while at the same time we were able to negotiate lower rates for some of our variable cost of revenues.

 

Operating Expenses

 

Our total operating expenses during the six months ended June 30, 2020 amounted to $4,210,752, which represented an increase of $1,296,085 from the expenses in the same period in 2019. The increase in operating expenses is primarily due to an increase in sales and marketing expenses of $1,195,067. Sales and marketing expenses increased primarily due to increased payroll and bonus expenses of approximately $790,000 due to increased headcount and the payment of bonuses related to the improved operating results during 2020, higher consulting expenses of approximately $189,000 primarily due to our contract with Kevin O’Leary, as well as an increase in stock-based compensation costs related to sales and marketing employees of approximately $223,000.

 

Other Expenses, net

 

Our other expenses, net during the six months ended June 30, 2020 amounted to $70,623, which represented losses on marketable securities during the period of $76,991, offset by interest and dividend income of $6,368. During the same period in 2019 our other income, net was $16,702 which represented a gain of $8,927 on marketable securities and interest and dividend income of $7,775.

 

2019 Compared to 2018

 

Results of Operations for 2019 Compared to 2018

 

The following summarizes the results of our operations in 2019 as compared to 2018:

 

   Year Ended December 31,     
   2019   2018   $ Change 
             
Revenues  $4,323,791   $4,682,528   $(358,737)
Cost of revenues   2,106,293    2,637,961    (531,668)
                
Gross profit   2,217,498    2,044,567    172,931 
                
Operating expenses:               
General and administrative   2,713,362    2,936,648    (223,286)
Sales and marketing   2,561,009    2,932,405    (371,396)
Research and development   749,630    751,233    (1,603)
Change in fair value of warrants received for fees   176,483    37,905    138,578 
Impairment in value of shares received for fees   35,198    -    35,198 
Total operating expenses   6,235,682    6,658,191    (422,509)
                
Operating loss   (4,018,184)   (4,613,624)   595,440 
                
Other expense:               
Other income, net   (18,397)   (30,605)   12,208 
Total other expense   (18,397)   (30,605)   12,208 
                
Loss before provision for income taxes   (3,999,787)   (4,583,019)   583,232 
                
Provision for income taxes   13,167    17,070    (3,903)
                
Net loss  $(4,012,954)  $(4,600,089)  $587,135 

 

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Revenues

Our revenues in 2019 were $4,323,791, which represented a decrease of $358,737, or 8%, from the revenues in 2018. The following are the major components of our revenues in 2019 and 2018:

 

   2019   2018   $ Change 
Regulation Crowdfunding platform fees  $2,593,015   $1,414,064   $1,178,951 
Regulation A and Regulation D platform fees   447,792    481,470    (33,678)
StartEngine Premium   622,654    1,497,545    (874,891)
StartEngine Secure   159,201    75,133    84,068 
StartEngine Promote   127,324    59,550    67,774 
Events, sponsorships and licensing   11,000    671,687    (660,687)
Other service revenue   362,805    483,079    (120,274)
                
Total revenues  $4,323,791   $4,682,528   $(358,737)

 

The decrease in total revenues in 2019 as compared to 2018 is primarily due to the following:

  · Decrease in StartEngine Premium revenue of $874,891 due to a decrease in customers subscribing to the premium consulting package.

 

  · Decrease in events, sponsorship and licensing revenue of $660,687 due to discontinuing large investor summits.

 

  · Decrease in Regulation D platform fees as the 2018 Regulation D fees included fees related to a specific engagement, the tZERO initial coin offering, this decrease was offset by an increase in Regulation A platform fees related to an increase number of companies and a change in our fee structure since becoming a broker-dealer..

 

  · The above decreases were offset by an increase of $1,178,951 in Regulation Crowdfunding platform fees due to a higher aggregate amount raised by issuers in Regulation Crowdfunding offerings.

 

We believe the change in revenue mix is better for our company as we exit non-core revenue sources and focus on our core which is earning fees from raising capital.

 

Cost of Revenues

 

Our cost of revenues in 2019 were $2,106,293, which represented a decrease of $531,668, or 20%, from the amounts in 2018. Overall, cost of revenues decreased due to the underlying decrease in the mix of revenues during 2019. The cost of revenues in 2019 decreased at a higher percentage than the corresponding percentage decrease in revenues primarily due to discontinuing large investor summits representing costs of $559,060. Accordingly, our gross profit percentage in 2019 amounted to 51%, which represented an improvement over the gross profit in 2018 of 44%. This margin improvement is due an increase of revenue from platform fees instead of lower margin revenue such as events.

 

Operating Expenses

 

Our total operating expenses in 2019 amounted to $6,235,682, which represented a decrease of $422,509, or 6%, from the expenses in 2018. The decrease in operating expenses is primarily due to a decrease in general and administrative expenses in 2019 resulting from a reduction in stock-based compensation costs, as well as a decrease in sales and marketing expenses in 2019 primarily related lower payroll costs due to lower average headcount during the year. The decreases in our general and administrative and sales and marketing expenses were partially offset by additional expense incurred related to the reduction in the fair value of warrants we receive as partial payment for our platform fees. The decrease in fair value of warrants held was primarily driven by changes in our assumptions, reducing the estimated life of the underlying warrants received in 2018 due to passage of time and to reflect the uncertainty associated with each company to remain as a going concern beyond that point. This decease was also due in-part to a lower risk-free interest rate, based on published US Treasury rates, used in the valuation which resulted from the reduced estimated life of the underlying warrants.

 

Other Income, Net

Other income, net in 2019 amounted to $18,397, which represented a decrease of $12,208 from the amount in 2018. The decrease in other income, net is due primarily to a decrease in the realized gains recorded from the sale of marketable securities during 2019.

 

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Liquidity and Capital Resources

 

We do not currently have any significant loans or available credit facilities. As of December 31, 2020, the company’s current assets were approximately $24.7 million. To date, our activities have been funded from investments from our founders, the previous sale of Series Seed Preferred Shares, Series A Preferred Shares, Series T Preferred Shares, our Regulation A and Regulation CF offerings and our revenues.

 

We have no off-balance sheet arrangements, including arrangements that would affect the liquidity, capital resources, market risk support, and credit risk support or other benefits.

 

The company currently has no material commitments for capital expenditures.

 

During our last round of offerings (including two Regulation CF as well as one Regulation A offering in 2020), we had gross proceeds of over $18,000,000, selling over 1.5 million shares of our Common Stock and 22,500 shares of our Series T Preferred Stock.

 

We believe we have the cash, marketable securities through our open Regulation A offering, other current assets available, revenues, and access to funding that will be sufficient to fund operations until the company starts generating positive cash flows from normal operations.

 

Cash Flows

 

The following table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows:

 

  

Six months ended

June 30, 2020

  

Six months ended

June 30, 2019

   $ Change 
Net cash used in operating activities  $(693,531)  $(1,758,413)  $1,064,882 
Net cash (used in) provided by investing activities  $(5,816,442)  $1,043,000   $(6,859,442)
Net cash provided by financing activities  $6,040,813   $1,188,365   $4,852,448 

 

Cash used in operating activities for the six months ended June 30, 2020 was $693,531, as compared to $1,758,413 in the same period in 2019. The decrease in cash used in operating activities in 2020 was primarily to due to a lower net loss in 2020 as compared to 2019. Our net loss during the six months ended June 30, 2020 was $390,702, as compared to $1,933,735 during the same period in 2019.

 

Cash used in investing activities for the six months ended June 30, 2020 was $5,816,442, as compared to cash provided by investing activities of $1,043,000 during the same period in 2019. During 2020, we spent $6,006,368 for the purchase of marketable securities and $10,074 for the purchase of property and equipment, offset by proceeds of $200,000 for the sale of marketable securities. During 2019, our cash provided from investing activities was the result of proceeds from the sale of marketable securities of $1,043,000.

 

Cash provided by financing activities was $6,040,463 for the six months ended June 30, 2020, as compared to $1,188,365 for the same period in 2019. During 2020, our cash provided by financing activities was the result of proceeds from the sale of Common Stock of $6,667,140 and proceeds from the exercise of stock options of $7,920, offset by offering costs of $634,247. During 2019, our cash provided by financing activities was the result of proceeds from the sale of Common Stock of $930,434, proceeds from the sale of preferred stock of $314,922 and proceeds from the exercise of stock options of $24,985, offset by offering costs of $81,976.

 

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Trend Information

 

We are operating in a new industry and there is a level of uncertainty about how fast the volume of activity will increase and how future regulatory requirements may change the landscape. For those reasons and because we are still in the infancy of these new regulations, we expect to continue to incur losses until such time that the volume of Regulation A and Regulation Crowdfunding offerings and the investments into those offerings generates sufficient revenues to cover our costs.

 

On June 10, 2019, our subsidiary, StartEngine Primary LLC, was approved for membership as a broker-dealer with FINRA. In the second half of 2019 and during the first half of 2020, we experienced increased costs for payroll and training will increase relative to our revenue. We anticipate that this trend will continue for the second half of 2020. In addition, in April 2020 we received approval to operate an ATS. We launched the ATS on October 30, 2020. To date, we have only hosted the trading of our securities. In the future when more issuers‘ securities are traded on our platform, we expect increased costs due to technology and operations related to the operation of our ATS. We anticipate operating the ATS will initially increase our overall expenses by $50,000 per month. We anticipate receiving increased revenue related to offerings under Regulation A offsetting those costs.

 

Impact of COVID-19

 

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the United States. While the disruption is currently expected to be temporary, there is uncertainty around its duration. Thus far, we have seen an increase in the amounts of investments through our crowdfunding platform and broker-dealer. Further, we are generally expecting customer demand to increase as access to traditional capital has decreased and companies are being forced to turn to alternative sources for capital, including crowdfunding. That said, depending on the overall length of the disruption and the severity of the impact on the financial markets this trend may prove to be temporary. The ultimate financial impact on us cannot be reasonably estimated at this time.

 

34

 

 

Relaxed Ongoing Reporting Requirements

 

If we become a public reporting company in the future, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies”, including but not limited to:

 

·not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

 

·taking advantage of extensions of time to comply with certain new or revised financial accounting standards;

 

·being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

 

·

being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

If we become a public reporting company in the future, we expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an “emerging growth company” for up to five years, although if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31.

 

If we do not become a public reporting company under the Exchange Act for any reason, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.

 

In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies”, and our stockholders could receive less information than they might expect to receive from more mature public companies.

 

35

 

 

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

 

As of March 11, 2020, our directors, executive officers and significant employees were as follows:

 

Name  Position  Age   Term of Office (if
indefinite, give date
appointed)
  Approximate hours per
week (if part-
time)/full-time
Executive Officers:              
Howard Marks  CEO   58   January 1, 2014, Indefinitely  Full-time
Johanna Cronin  Chief Marketing Officer   32   March 2014, Indefinitely  Full-time
               
Directors:              
Howard Marks  Director   58   April 17, 2014, Indefinitely   
Ronald Miller  Director and Chairman   58   April 17, 2014, Indefinitely   
               
Significant Employees:              
N/A              

 

Howard Marks, Co-founder, CEO and Director

 

Howard Marks is one of our co-founders and has served as our CEO since January 1, 2017. From our founding in March 2014 until December 2016, Howard served as our Executive Chairman. Howard founded StartEngine, an unrelated entity, in November 2011 as a startup accelerator with the mission to help make Los Angeles a top tech entrepreneurial city. In March 2014, Howard and Ron Miller founded the company as an equity crowdfunding platform. Howard was the founder and CEO of Acclaim Games, a publisher of online games now part of The Walt Disney company. Before Acclaim, Howard was the Chairman of Activision Studios from 1991 until 1997. As a former Board Member and Executive Vice-President of video-game giant Activision, he and a partner took control in 1991 and turned the ailing company into the $20 billion market cap video game industry leader. As a games industry expert, Howard built one of the largest and most successful games studios in the industry, selling millions of games. Howard is the 2015 "Treasure of Los Angeles" recipient, awarded for his work to transform Los Angeles into a leading technology city. Howard is a member of Mayor Eric Garcetti's technology council. Howard has a Bachelor of Science in Computer Engineering from the University of Michigan. He is bilingual and is a triple national of the United States, United Kingdom, and France.

 

Ronald Miller, Co-founder and Executive Chairman

 

Ron Miller is the executive chairman and cofounder of StartEngine. Ron served as our CEO and a director since our founding in March 2014 until December 2016. On January 1, 2017, Ron became our executive chairman. He is also currently the founder of the Disability Group Inc., and has served as its CEO since 2004. When Howard and Ron initially met in the fall of 2013, they recognized that the JOBS Act represented the greatest advancement for entrepreneurship in a generation. From direct experience as entrepreneurs, they recognized that the key to bringing new technologies and innovations to market required capital that is not readily available. As a serial start-up entrepreneur, Ron immediately went into action to advocate for SEC rulemaking to give life to the JOBS Act, raise the initial capital and built a leadership team to drive the sales and market plan to help StartEngine establish a leadership place in the market.

 

Prior to StartEngine, Ron founded built and sold five companies through management buyouts, private equity, private investors, and public markets. He was also nominated as a four-time Inc.500/5000 award recipient and was Ernst & Young entrepreneur of the year award finalist. As the executive chairman, Ron brings his deep experience as a leader and strategist to the company.

 

Johanna Cronin, Chief Marketing Officer

 

Johanna Cronin is the Chief Marketing Officer at StartEngine and is the sole manager of our subsidiary StartEngine Assets LLC. She was the first employee and began working for StartEngine in 2014. Prior to that she served as an SEM analyst, managing paid media budgets and purchasing media placements for small businesses, for Dex Media, Inc. from March 2012 until March 2014. Johanna received her Bachelor of Arts from Northwestern University, where she was a psychology major with a Spanish minor.

 

36

 

 

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

 

For the fiscal year ended December 31, 2020, we had two executive officers and compensated them as follows:

 

Name   Capacities in which
compensation
was received
  Cash
compensation
($)
    Other
compensation
($)(1)
    Total
compensation
($)
 
Howard Marks   Chief Executive Officer   $ 906,646 (3)    $   (2)   $ 906,646 (3) 
Johanna Cronin   Chief Marketing Officer   $ 425,849 (3)   $   (2)   $ 425,849 (3) 

 

  (1) The executives also received medical and health benefits, generally available to all salaried employees.

 

  (2) On December 16, 2020, options for 100,000 shares were granted to Mr. Marks under the 2015 Equity Incentive Plan and options for 25,000 shares were granted to Ms. Cronin under the 2015 Equity Incentive Plan vested, which one-fourth will vest on December 16, 2021, and the remaining options will vest monthly over the following three years.

 

(3)Includes bonuses paid with respect to the 2019 and 2020 fiscal years.

 

In 2020, neither of our two directors received compensation in their capacity as directors.

 

37

 

 

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN STOCKHOLDERS

 

The tables below show, as of March 1, 2021, the security ownership of the company’s directors, executive officers owning 10% or more of the company’s voting securities and other investors who own 10% or more of the company’s voting securities.

 

Title of class  Name and address
of beneficial owner
(1)
  Amount and
nature of
beneficial
ownership
   Amount and nature of
beneficial ownership acquirable
   Percent
of class
(2)
 
Common Stock  Howard Marks (4)   3,440,000   200,000 (5)  33.75 %
                    
           3,648,337 Proxy Shares (6)      
                    
           80,902 shares available under stock options (7)   70.37 %(3)
                   
Common Stock  Miller Family Trust 1/2/96   2,580,000   200,000 (5)  25.31 %
   (Ron Miller)               
           80,902 shares available under stock options (7)   27.32 %(3)
                    
Common Stock  All executive officers and   6,020,000   400,000 (5)  59.07 %
   directors as a group               
   (including Howard Marks and Ron Miller)       3,648,337 Proxy Shares (6)      
                    
           528,503 shares available under stock options (7)   95.29 %(3)
                    
Preferred Stock  Howard E. Marks Living Trust U/A
Dated 12/21/2001 (Howard Marks)
   200,000        2.87 %
                   
Preferred Stock  Miller Family Trust 1/2/96 (Ron Miller)   200,000        2.87 %
                   
Preferred Stock  SE Agoura Investment LLC
333 South Grand Avenue
Suite 1470
Los Angeles, CA 90071 (8)
   3,201,024        45.91 %

 

  (1) The address for all the executive officers and directors is c/o StartEngine Crowdfunding, Inc., 3900 W Alameda Ave., Suite 1200, Burbank, California 91505 

 

(2)

Based on 10,191,607 shares of Common Stock, 6,972,477, shares of Preferred Stock outstanding.

 

  (3) This calculation is the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other person exercised their rights to acquire those securities. The result is a calculation of the maximum amount that person could ever own based on their current and acquirable ownership, which is why the amounts in this column may not add up to 100% for each class.

 

  (4) These shares are held by Howard E. Marks Living Trust U/A Dated 12/21/2001 (Howard Marks) and Marks Irrevocable Trust (Howard Marks).

 

  (5)

Shares acquirable through conversion of Preferred Stock.

 

(6)The Proxy Shares are the shares of Common Stock sold in the Regulation A offerings and the some of the prior Regulation CF offerings, that Mr. Marks as CEO, has voting control over pursuant to the subscription agreement governing that offering.

 

  (7) The options were granted under the 2015 Equity Incentive Plan.

 

  (8) SE Agoura Investment LLC is beneficially owned by Aubrey Chernick.

 

38

 

 

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

 

None.

 

SECURITIES BEING OFFERED

 

General

 

StartEngine is offering Common Stock to investors in this offering. Investors in Common Stock in this offering will be required to sign an irrevocable proxy, which will restrict their ability to vote. The proxy will remain in effect until the company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act. Investors in our previous offering of Common Stock under Regulation A were also required to grant a proxy on the same terms.

 

The following descriptions summarize important terms of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the Fifth Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, drafts of which have been filed as Exhibits to the Offering Statement of which this Offering Circular is a part. For a complete description of StartEngine’s capital stock, you should refer to our Fifth Amended and Restated Certificate of Incorporation and our Bylaws, as amended and restated, and applicable provisions of the Delaware General Corporation Law.

 

StartEngine’s authorized capital stock consists of 25,000,000 shares of Common Stock, $0.00001 par value per share, and 8,700,000 shares of Preferred Stock, $0.00001 par value per share, of which 3,550,000 shares are designated as Series Seed Preferred Stock, 3,450,000 shares are designated as Series A Preferred Stock, and 1,650,000 shares that will be designated Series T Preferred Stock.

 

As of March 1, 2021, the outstanding shares of StartEngine included: 10,191,607 shares of Common Stock, 3,550,000 shares of Series Seed Preferred Stock, 3,254,261 shares of Series A Preferred Stock, and 143,313 shares of Series T Preferred Stock.

 

Common Stock

 

Dividend Rights

 

Holders of Common Stock are entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds, unless a dividend is paid with respect to all outstanding shares of Preferred Stock in an amount equal or greater than the amount those holders would receive on an as-converted basis to 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.

 

Voting Rights

 

Each holder of Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors, but excluding matters that relate solely to the terms of a series of Preferred Stock. The investors in Common Stock in this offering will be required to grant a proxy to the company’s CEO, described in greater detail below under “Proxy.”

 

Right to Receive Liquidation Distributions

 

In the event of our liquidation, dissolution, or winding up, after the payment of all of our debts and other liabilities and the satisfaction of the liquidation preferences granted to the holders of Preferred Stock, the holders of Common Stock and the holders of Preferred Stock (calculated on an as-converted to Common Stock basis) will be entitled to share ratably in the net assets legally available for distribution to stockholders.

 

Additional Rights and Preferences

 

Holders of Common Stock have no preemptive, conversion, anti-dilution or other rights, and there are no redemptive or sinking fund provisions applicable to Common Stock.

 

39

 

 

The Proxy

 

Holders of Common Stock who purchase their shares in this offering will grant the company a proxy in Section 5 of the Subscription Agreement and agree to allow the company’s CEO to vote their shares on all matters submitted to a vote of the stockholders, including the election of directors. The proxy will be irrevocable and will remain in effect until the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.

 

Forum Selection Provision

 

Section 7 of our Common Stock subscription agreement (which appears as an exhibit to the offering statement of which this offering circular forms a part) provides that any court of competent jurisdiction in the State of California is the exclusive forum for all actions or proceedings relating to the subscription agreement. However, this exclusive forum provision does not apply to actions arising under the federal securities laws.

 

Preferred Stock

 

We have authorized the issuance of three series of Preferred Stock, designated Series T Preferred Stock, Series Seed Preferred Stock and Series A Preferred Stock. The Series T Preferred Stock, Series Seed Preferred Stock and Series A Preferred Stock enjoy substantially similar rights, preferences, and privileges.

 

Dividend Rights

 

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.

 

Voting Rights

 

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. Fractional votes are not permitted and if the conversion results in a fractional share, it will be rounded to the closest whole number. Holders of Preferred Stock are entitled to vote on all matters submitted to a vote of the stockholders, including the election of directors, as a single class with the holders of Common Stock. Specific matters submitted to a vote of the stockholders require the approval of a majority of the holders of Preferred Stock voting as if their shares had been converted into Common Stock. These matters include any vote to:

 

  · enter into a transaction or series of related transactions involving a merger or consolidation, or sale, conveyance or disposal of all or substantially of the assets, unless the majority of the voting power in the surviving entity is substantially similar to that before the transaction with substantially the same rights, preferences, privileges and restrictions;

 

  · modify the rights preferences, privileges and restrictions so as to adversely affect the Preferred Stock;

 

  · increase the total number of authorized shares of Preferred Stock;

 

  · authorize or issue, or obligate to issue, any other equity security having a preferences over, or on a parity with the Preferred Stock with respect to dividends, liquidation, redemption or voting;

 

  · redeem, purchase or otherwise acquire any shares of Common Stock or Preferred Stock except as indicated, including the repurchase of shares from employees, directors and officers, and existing contractual rights;

 

  · declare or pay any dividend on the Common Stock, other than a dividend payable solely in Shares of Common Stock; and

 

  · amend the Certificate of Incorporation or Bylaws.

 

40

 

 

Right to Receive Liquidation Distributions

 

In the event of our liquidation, dissolution, or winding up, holders of Series A Preferred Stock and Series T Preferred Stock are entitled to liquidation preference superior Series Seed Preferred Stock. Collectively, holders of Preferred Stock are entitled to a liquidation preference superior to holders of Common Stock. Liquidation distributions will be first paid to holders of Series A Preferred Stock and Series T Preferred Stock, who will be paid ratably with each other in proportion to their liquidation preference. Holders of Series T Preferred Stock will receive an amount for each share equal to $8.80 per share of Series T Preferred Stock, adjusted for any stock splits, reverse stock splits, stock dividends, and similar recapitalization events (each a “Recapitalization Event”), plus all declared and unpaid dividends and holders of Series A Preferred Stock will receive an amount for each share equal to $1.7182 per share of Series A Preferred Stock, adjusted for any Recapitalization Event, plus all declared and unpaid dividends. The distributions will then go to holders of Series Seed Preferred Stock, who will receive an amount for each share equal to $0.50 per share of Series Seed Preferred Stock, adjusted for any Recapitalization Event, plus all declared and unpaid dividends. Finally, distributions will be payable ratably to holders of Common Stock and Preferred Stock on an as-converted basis. If, upon such liquidation, dissolution or winding up, the assets and funds that are distributable to the holders of Series A Preferred Stock and Series Seed Preferred Stock are insufficient to permit the payment to such holders of the full amount of their respective liquidation preference, then all of such assets and funds will be distributed ratably first among the holders of the Series A Preferred Stock in proportion to the full preferential amounts to which they would otherwise be entitled to receive, and then any remaining amounts to Series Seed Preferred Stock in proportion to the full preferential amounts which they would otherwise be entitled to receive.

 

Conversion Rights

 

Preferred Stock is convertible into Common Stock voluntarily and automatically. Each share of Preferred Stock is convertible at the option of the holder of the share at any time prior to the closing of a liquidation event. Each share of Preferred Stock is currently convertible into one share of Common Stock, but such conversion rate may be adjusted pursuant to the anti-dilution rights of the Preferred Stock set forth in Section 3(d) of the Fifth Amended and Restated Certificate of Incorporation.

 

Additionally, each share of the Preferred Stock will automatically convert into Common Stock (i) immediately prior to the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 where the per share offering price is at least the minimum share price (as adjusted for Recapitalization Events) and our aggregate proceeds are greater than or equal to $15,000,000 or (ii) by a vote by a majority of holders of Preferred Stocks. The “minimum share price” is $8.59 for shares of Series Seed Preferred Stock and shares of Series A Preferred Stock and $8.80 for shares of Series T Preferred Stock. Preferred Stock converts into the same number of shares of Common Stock regardless of whether converted automatically or voluntarily.

 

Drag Along Rights

 

Holders of Preferred Stock are subject to a drag-along provision, pursuant to which each holder of Preferred Stock agrees that, in the event that the company’s Board, the holders of a majority of the company’s voting stock vote, and the holders of a majority of Common Stock issued or issuable upon conversion of Preferred Shares vote in favor of a sale of the company, then such holder of Preferred Stock and Howard E. Marks Living Trust U/A Dated 12/21/2001 (Howard Marks), Marks Irrevocable Trust (Howard Marks), and Miller Family Trust 1/2/96 (Ron Miller) (each a “Key Holder”) will vote in favor of the transaction if such vote is solicited, refrain from exercising dissenters’ rights with respect to such sale of the company, and deliver any documentation or take other actions reasonably required. The drag-along provision is set forth in the Amended and Restated Investors’ Rights Agreements for holders of Series A Preferred Stock and Series Seed Preferred Stock and in their respective subscription agreements for holders of Series T Preferred Stock.

 

Right of First Refusal, Participation and Tag Along Rights

 

Under the Amended and Restated Investors’ Rights Agreement (for holders of Series A Preferred Stock and Series Seed Preferred Stock) and under the Subscription Agreement (for holders of Series T Preferred Stock), holders of at least 100,000 shares of Preferred Stock (as adjusted for recapitalization events) at the time of the event are entitled to a right of first refusal if we propose to issue new shares of capital stock (subject to certain exceptions). Holders of Common Stock and holders of fewer than 100,000 shares of Preferred Stock do not enjoy such rights. All holders of Series A Preferred Stock and Series Seed Preferred Stock are entitled to tag along rights if any Key Holder proposes to sell any of their respective holdings. All holders of Preferred Stock are entitled to participation rights in certain future offerings.

 

41

 

 

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

 

We will be required to make annual and semi-annual filings with the SEC. We will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or other specified matters. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 stockholders of record and have filed at least one Form 1-K.

 

If this offering extends beyond 12 months from qualification, at least every 12 months, we will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the company’s recent financial statements.

 

We may supplement the information in this Offering Circular by filing a Supplement with the SEC.

 

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

 

42

 

 

STARTENGINE CROWDFUNDING, INC.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

June 30, 2020 and June 30, 2019

 

 F-1 

 

 

STARTENGINE CROWDFUNDING, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

   June 30,   December 31, 
   2020   2019 
   (Unaudited)     
Assets          
Current assets:          
Cash  $1,681,177   $2,200,337 
Marketable securities   6,039,061    309,684 
Accounts receivable, net of allowance   1,431,598    785,440 
Other current assets   305,595    423,499 
Total current assets   9,457,431    3,718,960 
           
Property and equipment, net   10,239    1,873 
Investments - warrants   43,346    61,927 
Investments - other   440,757    75,797 
Intangible asets   20,000    20,000 
Restricted cash   50,000    - 
Other assets   43,200    43,200 
Total assets  $10,064,973   $3,921,757 
           
Liabilities and Stockholders' Equity          
Current liabilities:          
Accounts payable  $217,109   $53,810 
Accrued liabilities   751,286    847,510 
Deferred revenue   215,635    471,388 
Total current liablities   1,184,030    1,372,708 
           
Total liablities   1,184,030    1,372,708 
           
Commitents and contingencies          
           
Stockholders' equity:          
Series A Preferred Stock, par value $0.00001, 3,450,000 shares authorized, 3,254,261 issued and outstanding at June 30, 2020 and December 31, 2019   5,566,473    5,566,473 
Series T Preferred Stock, par value $0.00001, 1,650,000 shares authorized, 143,313 shares issued and outstanding at June 30, 2020 and December 31, 2019   814,922    814,922 
Series Seed Preferred Stock, par value $0.00001, 3,550,000 shares authorized, 3,550,000 shares issued and outstanding at June 30, 2020 and December 31, 2019   1,775,000    1,775,000 
Common stock, par value $0.00001, 25,000,000 shares authorized, 8,833,679 and 8,005,471 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively   88    80 
Additional paid-in capital   16,490,408    9,740,426 
Subscription receivable   (87,066)   (59,672)
Noncontrolling interest   (22,456)   - 
Accumulated deficit   (15,656,426)   (15,288,180)
Total stockholders' equity   8,880,943    2,549,049 
Total liabilities and stockholders' equity  $10,064,973   $3,921,757 

 

See accompanying notes to unaudited consolidated financial statements

 

 F-2 

 

 

STARTENGINE CROWDFUNDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

   Six Months Ended June 30, 
   2020   2019 
Revenues  $5,422,592   $1,881,310 
           
Cost of revenues   1,519,307    912,327 
           
Gross profit   3,903,285    968,983 
           
Operating expenses:          
General and administrative   1,538,126    1,580,138 
Sales and marketing   2,147,394    952,327 
Research and development   482,835    361,059 
Change in fair value of warrants received for fees   29,010    21,143 
Impairment in value of shares received for fees   13,387    - 
Total operating expenses   4,210,752    2,914,667 
           
Operating loss   (307,467)   (1,945,684)
           
Other expense (income), net:          
Other expense (income), net   70,623    (16,702)
Total other expense (income), net   70,623    (16,702)
           
Loss before provision for income taxes   (378,090)   (1,928,982)
           
Provision for income taxes   12,612    4,753 
           
Net loss   (390,702)   (1,933,735)
Less: net loss attributable to noncontrolling interest   (22,456)   - 
Net loss attributable to stockholders  $(368,246)  $(1,933,735)
           
Weighted average loss per share - basic and diluted  $(0.04)  $(0.26)
Weighted average shares outstanding - basic and diluted   8,459,874    7,527,223 

 

See accompanying notes to unaudited consolidated financial statements

 

 F-3 

 

 

STARTENGINE CROWDFUNDING, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

   Series A
Preferred Stock
   Series T
Preferred Stock
   Series Seed
Preferred Stock
   Common Stock   Additional
Paid-in
   Subscription   Noncontrolling   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Receivable   Interest   Deficit   Total 
Balance at December 31, 2018   3,254,261   $5,566,473    100,000   $500,000    3,500,000   $1,750,000    7,430,310   $74   $5,820,554   $(5,002)  $-   $(11,240,689)  $2,391,410 
Adoption of ASU 2016-01   -    -    -    -    -    -    -    -    -    -    -    (34,537)   (34,537)
Sale of common stock   -    -    -    -    -    -    143,183    1    1,026,302    (95,870)   -    -    930,433 
Sale of preferred stock   -    -    43,313    314,922    50,000    25,000    -    -    -    -    -    -    339,922 
Offering costs   -    -    -    -    -    -    -    -    (111,976)   -    -    -    (111,976)
Exercise of stock options   -    -    -    -    -    -    75,136    1    24,985    -    -    -    24,986 
Stock option compensation   -    -    -    -    -    -    -    -    377,458    -    -    -    377,458 
Net loss   -    -    -    -    -    -    -    -    -    -    -    (1,933,735)   (1,933,735)
Balance at June 30, 2019   3,254,261   $5,566,473    143,313   $814,922    3,550,000   $1,775,000    7,648,629   $76   $7,137,323   $(100,872)  $-   $(13,208,961)  $1,983,961 
                                                                  
Balance at December 31, 2019   3,254,261   $5,566,473    143,313   $814,922    3,550,000   $1,775,000    8,005,471    80    9,740,426    (59,672)   -    (15,288,180)  $2,549,049 
Sale of common stock   -    -    -    -    -    -    818,208    8    6,694,526    (27,394)   -    -   $6,667,140 
Offering costs   -    -    -    -    -    -    -    -    (634,247)   -    -    -   $(634,247)
Exercise of stock options   -    -    -    -    -    -    10,000    -    7,920    -    -    -   $7,920 
Stock option compensation   -    -    -    -    -    -    -    -    681,783    -    -    -   $681,783 
Net loss   -    -    -    -    -    -    -    -    -    -    (22,456)   (368,246)  $(390,702)
Balance at June 30, 2020   3,254,261   $5,566,473    143,313   $814,922    3,550,000   $1,775,000    8,833,679   $88   $16,490,408   $(87,066)  $(22,456)  $(15,656,426)  $8,880,943 

 

See accompanying notes to unaudited consolidated financial statements

 

 F-4 

 

 

STARTENGINE CROWDFUNDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   Six Months Ended June 30, 
   2020   2019 
Cash flows from operating activities:          
Net loss  $(390,702)  $(1,933,735)
Adjustments to reconcile net loss to net cash used in operating activites:          
Depreciation   1,708    1,280 
Bad debt expense   863    246,316 
Fair value of warrants received for fees   (10,429)   (18,486)
Fair value of investments - other received for fees   (378,347)   - 
Change in fair value of warrant investments   29,010    21,143 
Impairment of investments - other received for fees   13,387    - 
(Gain) loss on marketable securities   76,991    (8,983)
Stock-based compensation   681,783    377,458 
Changes in operating assets and liabilites:          
Accounts receivable   (647,021)   (389,569)
Other current assets   117,904    (198,339)
Accounts payable   163,299    41,695 
Accrued liabilities   (96,224)   86,352 
Deferred revenue   (255,753)   16,455 
Net cash used in operating activities   (693,531)   (1,758,413)
           
Cash flows from investing activities:          
Purchase of marketable securities   (6,006,368)   - 
Sale of marketable securities   200,000    1,043,000 
Purchase of property and equipment   (10,074)   - 
Net cash (used in) provided by investing activities   (5,816,442)   1,043,000 
           
Cash flows from financing activities:          
Proceeds from sale of common stock   6,667,140    930,434 
Proceeds from sale of preferred stock   -    314,922 
Offering costs   (634,247)   (81,976)
Proceeds from exercise of employee stock options   7,920    24,985 
Net cash provided by financing activities   6,040,813    1,188,365 
           
(Decrease) increase in cash and restricted cash   (469,160)   472,952 
Cash and restricted cash, beginning of period   2,200,337    567,375 
Cash and restricted cash, end of period  $1,731,177   $1,040,327 
           
Supplemental disclosures of cash flow information:          
Cash paid for interest  $-   $- 
Cash paid for income taxes  $12,612   $4,753 
           
Non-cash investing and financing activities:          
Fair value of warrants received  $10,429   $18,486 
Fair value of investments - other received  $378,347   $- 

 

See accompanying notes to unaudited consolidated financial statements

 

 F-5 

 

 

STARTENGINE CROWDFUNDING, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1 – NATURE OF OPERATIONS

 

StartEngine Crowdfunding, Inc. was formed on March 19, 2014 (“Inception”) in the State of Delaware. The Company was originally incorporated as StartEngine Crowdsourcing, Inc. and changed to the current name on May 8, 2014. The consolidated financial statements of StartEngine Crowdfunding, Inc. (which may be referred to as the "Company," "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s headquarters are located in West Hollywood, California.

 

The Company aims to revolutionize the startup financing model by helping both accredited and non-accredited investors invest in private companies on a public platform. StartEngine Crowdfunding, Inc. operates under Title IV of the Jumpstart our Business Startups Act (“JOBS Act”), allowing private companies to advertise the sale of stock to both accredited and non-accredited investors. StartEngine Crowdfunding Inc. has wholly-owned subsidiaries, StartEngine Capital LLC, StartEngine Secure LLC, and StartEngine Primary LLC. StartEngine Capital LLC, a funding portal registered with the US Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority (FINRA), operates under Title III of the JOBS Act. StartEngine Secure LLC is a transfer agent registered with the SEC. StartEngine Primary LLC was formed in October 2017 and received approval to operate as a registered broker-dealer in July 2019. It is still in the process of seeking approval to operate as an alternative trading system. The Company’s mission is to empower thousands of companies to raise capital and create significant amounts of jobs over the coming years.

 

On May 18, 2020, the Company formed StartEngine Assets LLC, a wholly-owned subsidiary whose purpose will be to buy, hold and manage various assets such as real estate, automobiles, luxury goods and royalty-producing intangible assets. StartEngine Assets LLC holds a 50% interest in StartEngine Real Estate REIT 1 LLC. The results from operations related to the 50% interest not held by the Company have been recorded as noncontrolling interest in the accompanying unaudited consolidated financial statements. Other than general and administrative expenses incurred by its 50% owned subsidiary StartEngine Real Estate REIT 1 LLC, StartEngine Assets LLC has had no operating activity as of June 30, 2020.

 

Management Plans

The Company’s revenue producing activities commenced in 2015 with the approved start of Title IV of the JOBS Act, which created new rules for Regulation A, and increased in 2016 with the start of Regulation Crowdfunding under Title III of the JOBS Act. Because this is a new industry, there is a level of uncertainty about how fast the volume of activity will increase and how future regulatory requirements may change the landscape. Because there is a level of uncertainty and because we are still in the early stages of these new regulations, the Company is expected to incur losses until such time that the volume of Regulation A and Regulation Crowdfunding campaigns and the investments in those campaigns is sufficient for revenues derived from those campaigns to cover our costs. These factors indicate there could be substantial doubt about the Company’s ability to continue as a going concern.

 

During the next 12 months, the Company intends to fund its operations through its increasing revenues, current working capital, and the sale of equity through its current Regulation A offering. We, therefore, believe that any substantial doubt about the Company’s ability to continue as a going concern has been alleviated.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with Rule 8-03 of Regulation S-X per Regulation A requirements. Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included. These interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements of the Company for the years ended December 31, 2019 and 2018. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the full year.

 

 F-6 

 

 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of StartEngine Crowdfunding, Inc.’s wholly-owned subsidiaries, StartEngine Capital LLC, StartEngine Secure LLC, and StartEngine Primary LLC. Significant intercompany balances and transactions have been eliminated in consolidation.

 

Financial Statement Reclassifications

Certain prior year accounts have been reclassified to conform with current year presentation.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of expenses during the reporting periods. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

 

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

 

Level 1- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2- Include other inputs that are directly or indirectly observable in the marketplace.

 

Level 3- Unobservable inputs which are supported by little or no market activity.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. The following are level 1, 2 and 3 assets.

 

Level 1

Investments: Marketable securities are made up of mutual funds and shares of common stock that are valued based on quoted prices in active markets

 

Level 2

Investments - warrants (public portfolio): Fair value measurements of warrants of publicly traded portfolio companies are valued based on the Black-Scholes option pricing model. The model uses the price of publicly traded companies (underlying stock price), stated strike prices, warrant expiration dates, the risk-free interest rate and market-observable volatility assumptions based on comparable public company.

 

 F-7 

 

 

Level 3

Investments - warrants (private portfolio): Fair value measurements of warrants of private portfolio companies are priced based on a modified Black-Scholes option pricing model to estimate the asset value by using stated strike prices, warrant expiration dates modified to account for estimates to actual life relative to stated expiration, risk-free interest rates, and volatility assumptions based on comparable public companies. Option volatility assumptions used in the modified Black-Scholes model are based on public companies who operate in similar industries as companies in our private company portfolio. For these warrants, the fair value of the underlying stock may be estimated based on recent raises or based on information received from the portfolio company. Certain adjustments may be applied as determined appropriate by management for lack of liquidity. As of June 30, 2020, we held warrants in 18 private portfolio companies. We recognized a decline in fair value during 2019 for 14 of the 18 private portfolio companies, which represented warrants held in 2019.

 

The following fair value hierarchy table presents information about our assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2020:

 

   Level 1   Level 2   Level 3   Total 
Cash  $1,681,177   $-   $-   $1,681,177 
Available-for-sale securities                    
Mutual funds   6,037,206    -    -    6,037,206 
Common stock equities   1,855    -    -    1,855 
Investments - Warrants   -    -    43,346    43,346 
   $7,720,238   $-   $43,346   $7,763,584 

 

The following fair value hierarchy table presents information about our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2019:

 

   Level 1   Level 2   Level 3   Total 
Cash  $2,200,337   $-   $-   $2,200,337 
Available-for-sale securities                    
Mutual funds   306,632    -    -    306,632 
Common stock equities   3,052    -    -    3,052 
Investments - Warrants   -    -    61,927    61,927 
   $2,510,021   $-   $61,927   $2,571,948 

 

 

The following table presents additional information about transfers in and out of Level 3 assets measured at fair value on a recurring basis for the six months ended June 30, 2020 and 2019:

 

   Investments- 
   Warrants 
Fair Value at December 31, 2019  $61,927 
Receipt of warrants   10,429 
Change in fair value of warrants   (29,010)
Fair Value at June 30, 2020  $43,346 

 

 F-8 

 

 

   Investments- 
   Warrants 
Fair Value at December 31, 2018  $203,884 
Receipt of warrants   18,486 
Change in fair value of warrants   (21,143)
Fair Value at June 30, 2019  $201,227 

 

The following range of variables were used in valuing Level 3 assets during the six months ended June 30, 2020 and 2019:

 

   2020   2019
Expected life (years)   1    1-10
Risk-free interest rate   0.16%   1.7% -2.1%
Expected volatility   30% - 101%    30% - 101%
Annual dividend yield   0%   0%

 

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and are non-interest-bearing. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance for doubtful accounts as of June 30, 2020 and December 31, 2019 was $77,046 and $121,183, respectively. Bad debt expense for the six months ended June 30, 2020 and 2019 was $863 and $246,316, respectively. The Company provides an allowance for doubtful accounts at the point when collection is considered doubtful. Once all collection efforts have been exhausted, the Company charges-off the receivable with the allowance for doubtful accounts. Receivables charged-off against the allowance for doubtful accounts for the six months ended June 30, 2020 and 2019 were $45,000 and $148,697, respectively. The Company’s accounts receivable are all trade receivables resulting from the sale of services and are expected to be collected in the near term.

 

Investment Securities

 

Marketable Securities

Our marketable securities consist primarily of mutual funds, as well as common stock equities that are tradable in an active market (See Note 3). Beginning on January 1, 2019 with the adoption of Account Standards Update (“ASU”) 2016-01, unrealized gains and losses on marketable securities, net of applicable taxes, are reported as a component of other income, net in the accompanying consolidated statements of operations. Previous to this, unrealized gains and losses on marketable securities were reported as a component of accumulated other comprehensive income, which was a separate component of the Company’s stockholders' equity, until realized.

 

Non-Marketable and Other Securities

Non-marketable and other securities include investments in non-public equities. Our accounting for investments in non-marketable and other securities depends on several factors, including the level of ownership, power to control and the legal structure of the subsidiary making the investment. As further described below, we base our accounting for such securities on: (i) fair value accounting, (ii) equity method accounting, and (iii) cost method accounting.

 

Investments - Warrants

In connection with negotiated platform fee agreements, we may obtain warrants giving us the right to acquire stock in companies undergoing Regulation A offerings. We hold these assets for prospective investment gains. We do not use them to hedge any economic risks nor do we use other derivative instruments to hedge economic risks stemming from these warrants.

 

 F-9 

 

 

We account for warrants in certain private and public (or publicly traded under the provisions of Regulation A) client companies as derivatives when they contain net settlement terms and other qualifying criteria under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging. In general, the warrants entitle us to buy a specific number of shares of stock at a specific price within a specific time period. Certain warrants contain contingent provisions, which adjust the underlying number of shares or purchase price upon the occurrence of certain future events. Our warrant agreements typically contain net share settlement provisions, which permit us to receive at exercise a share count equal to the intrinsic value of the warrant divided by the share price (otherwise known as a “cashless” exercise). These warrants are recorded at fair value and are classified as Investments - warrants on our consolidated balance sheet at the time they are obtained.

 

The grant date fair values of warrants received in connection with services performed are deemed to be revenue and recognized upon receipt.

 

Any changes in fair value from the grant date fair value of warrants will be recognized as increases or decreases to investments on our consolidated balance sheets and as a component of operating expenses on our consolidated statements of operations.

 

In the event of an exercise for shares, the basis or value in the securities is reclassified from Investment - warrants to marketable securities or non-marketable securities, as described below, on the consolidated balance sheet on the latter of the exercise date or corporate action date. The shares in public companies, or companies that trade over-the-counter as allowed by Regulation A, are classified as marketable securities (provided they do not have a significant restriction from sale). Changes in fair value of securities designated as marketable, after applicable taxes, are reported in other income, which is a separate component of stockholders' equity. The shares in private companies without an active trading market are classified as non-marketable securities. Typically, we account for these securities at cost less any impairment.

 

The fair value of the warrant portfolio is a critical accounting estimate and is reviewed semi-annually. We value our warrants using a modified Black-Scholes option pricing model, which incorporates the following significant inputs, in addition to certain adjustments for general lack of liquidity:

 

  An underlying asset value, which is estimated based on current information available in valuation reports, including any information regarding subsequent rounds of funding or performance of a company.

 

  Stated strike price, which can be adjusted for certain warrants upon the occurrence of subsequent funding rounds or other future events.

 

  Price volatility or risk associated with possible changes in the warrant price. The volatility assumption is based on historical price volatility of publicly traded companies within indices or companies similar in nature to the underlying client companies issuing the warrant.

 

  The expected remaining life of the warrants in each financial reporting period.

 

  The risk-free interest rate is derived from the Treasury yield curve and is calculated based on the risk-free interest rates that correspond closest to the expected remaining life of the warrant on the date of assessment.

 

Investments - Other

In connection with negotiated platform fee agreements, the Company obtains shares of stock in its customers. As the stock received from customers have no readily determinable fair value, the Company accounts for this stock received using the cost method, less adjustments for impairment. During the six months ended June 30, 2020 and 2019, the Company received stock with a cost of $378,347 and $0, respectively, as payment for fees. At each reporting period, management reviews the list of stock held to identify any customers which are no longer in business, or had campaigns that were not able to raise significant amounts compared to target maximums indicating the future benefit from the related stock is remote. Any amounts identified are deemed impaired. During the six months ended June 30, 2020 and 2019, impairment expense related to shares received amounted to $13,387 and $0, respectively.

 

 F-10 

 

 

Property and Equipment

Property and equipment are stated at cost. The Company’s fixed assets are depreciated using the straight-line method over the estimated useful life of three (3) to five (5) years. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.

 

Intangible Assets

Intangible assets are amortized over their respective estimated lives, unless the lives are determined to be indefinite and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. The impairment testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value. Impairment charges, if any, are recorded in the period in which the impairment is determined.

 

Restricted Cash

The Company has restricted cash as a result of an agreement with one its clearing firms, which requires a collateral balance of $50,000 be maintained in an escrow account throughout the duration of the agreement through April 2022. The Company’s restricted cash balance as of June 30, 2020 and December 31, 2019 amounted to $50,000 and $0, respectively. During the six months ended June 30, 2020 and 2019, the Company had restricted cash balances of $50,000 and $0, respectively, included as a component of total cash and restricted cash presented on the accompanying unaudited consolidated statement of cash flows.

 

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

 

Preferred Stock

ASC 480, Distinguishing Liabilities from Equity, includes standards for how an issuer of equity (including equity shares issued by consolidated entities) classifies and measures on its balance sheet certain financial instruments with characteristics of both liabilities and equity.

 

Management is required to determine the presentation for the preferred stock as a result of the liquidation and conversion provisions, among other provisions in the agreement. Specifically, management is required to determine whether the embedded conversion feature in the preferred stock is clearly and closely related to the host instrument, and whether the bifurcation of the conversion feature is required and whether the conversion feature should be accounted for as a derivative instrument. If the host instrument and conversion feature are determined to be clearly and closely related (both more akin to equity), derivative liability accounting under ASC 815, Derivatives and Hedging, is not required. Management determined that the host contract of the preferred stock is more akin to equity, and accordingly, derivative liability accounting is not required by the Company.

 

Costs incurred directly for the issuance of the preferred stock are recorded as a reduction of gross proceeds received by the Company, resulting in a discount to the preferred stock.

 

Dividends which are required to be paid upon redemption are accrued and recorded within preferred stock and accumulated deficit. 

 

Equity Offering Costs

The Company accounts for offering costs in accordance with ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders’ equity upon the completion of an offering or to expense if the offering is not completed. Offering costs of $634,247 and $111,976 for the Company’s equity offerings were charged to stockholders’ equity during the six months ended June 30, 2020 and 2019, respectively.

 

 F-11 

 

 

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers. ASC 606 introduces a new framework for analyzing potential revenue transactions by identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when (or as) the Company satisfies a performance obligation.

 

The Company recognizes revenues from Regulation A and Regulation D platform fees at an agreed-upon per-investor rate based on the number of new investors subscribed to an offering. Platform fees are paid to the Company from customers’ escrow accounts. For certain Regulation A offerings, the Company earns a portion of its platform fees in warrants and shares. The grant date fair values of shares and warrants received are recognized as revenue when earned. The Company’s performance obligations are satisfied as services are rendered through the duration of the campaign. Revenues from Regulation A and Regulation D platform fees were $980,190 and $83,586 for the six months ended June 30, 2020 and 2019, respectively.

 

Revenues from Regulation Crowdfunding platform fees are recognized at an agreed-upon rate based on the amount invested in an offering. Platform fees are due upon the disbursement of funds from escrow and are paid to the Company from customers’ escrow accounts. The Company’s performance obligations are satisfied as services are rendered through the duration of the campaign. Revenues from Regulation Crowdfunding platform fees were $2,741,734 and $903,412 for the six months ended June 30, 2020 and 2019, respectively.

 

The Company provides marketing services branded under the name “StartEngine Premium” that are deferred over three (3) months based on the expected timeline over which services are to be rendered and the Company’s performance obligations are to be satisfied. The expected timeline over which services are to be rendered is an estimate significantly affecting the determination of the timing of revenue, and it is evaluated on a periodic basis. There have been no changes to the expected timeline during the six months ended June 30, 2020 and 2019. Management reviews campaigns that are outstanding at year end and adjust for any campaigns that are outside of the normal timeline and defers revenues for these campaigns as deemed necessary. Payment for StartEngine Premium services are generally remitted by the customer upon the first disbursement from the customers’ offering. Revenues from StartEngine Premium were $1,145,275 and $495,456 for the six months ended June 30, 2020 and 2019, respectively.

 

The Company also provides transfer agent services branded under the name “StartEngine Secure” that are deferred over twelve (12) months based on the agreed-upon term for such services and the period over which the Company’s performance obligations are to be satisfied. Payment for StartEngine Secure services are generally paid via customers’ escrow accounts. Revenue from StartEngine Secure were $131,430 and $68,794 for the six months ended June 30, 2020 and 2019, respectively.

 

The Company performs campaign advertising services branded under the name “StartEngine Promote.” The revenues are earned based on additional investments attributable to the campaign advertising services, and such revenues are recognized throughout the campaign. StartEngine Promote fees are due at the end of a campaign and are paid to the Company from customers’ escrow accounts. The Company’s performance obligations are satisfied as services are rendered. Revenues for StartEngine Promote were $221,412 and $42,215 for the six months ended June 30, 2020 and 2019, respectively.

 

The Company hosts periodic events, such as summits, and recognizes revenues from ticket sales and sponsorships. Payments from event attendees and event sponsors received prior to each event are deferred and recognized in revenue once the event occurs. Revenues from events were $0 and $36,000 for the six months ended June 30, 2020 and 2019, respectively.

 

The Company also provides other services for bundled professional services, which are recognized as such services are rendered. Revenues from other services were $202,551 and $251,897 for the six months ended June 30, 2020 and 2019, respectively.

 

 F-12 

 

 

 

The Company’s contracts with customers generally have a term of one year or less. As of June 30, 2020 and December 31, 2019, the Company had deferred revenue of $215,635 and $471,388, respectively, related to performance obligations yet to be fulfilled. The Company had no other customer contract assets or liabilities.

 

The Company does not offer refunds for offerings that do not raise sufficient funds. From time to time, the Company provides refunds for StartEngine Premium services on a case-by-case basis, and such refunds have not been significant.

 

Cost of Revenues

Cost of revenues consists of internal employees, hosting fees, processing fees, and certain software subscription fees that are required to provide services to our issuers.

 

Research and Development

We incur research and development costs during the process of researching and developing our technologies and future offerings. Our research and development costs consist primarily of non-capitalizable engineering fees for both employees and consultants related to our website and future product offerings, email and other tools that are utilized for client related services and outreach. During the six months ended June 30, 2020 and 2019, research and development costs were $482,835 and $361,058, respectively.

 

Stock Based Compensation

The Company accounts for stock options issued to employees under ASC 718, Share-Based Payment. Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model.

 

The Company measures compensation expense for its non-employee stock-based compensation under ASC 505, Equity. The fair value of the option issued or committed to be issued is used to measure the transaction and is estimated using the Black-Scholes option valuation model. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged to stock-based compensation expense and credited to additional paid-in capital.

 

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

 

Earnings per Common and Common Equivalent Share

The computation of basic earnings per common share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus common stock equivalents which would arise from the exercise of securities outstanding using the treasury stock method and the average market price per share during the year. Options and convertible preferred stock which are common stock equivalents are not included in the diluted earnings per share calculation for the six months ended June 30, 2020 or 2019 since their effect is anti-dilutive. See Note 6 for outstanding stock-options as of June 30, 2020 and December 31, 2019.

 

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy.  Balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  At times, the Company may maintain balances in excess of the federally insured limits.

 

 F-13 

 

 

At times, the Company may have certain vendors or customers that make up over 10% of the balance at any given time. However, the Company is not dependent on any single or group of vendors or customers, and accordingly, the loss of any such vendors or customers would not have a significant impact on the Company’s operations.

 

Risks and Uncertainties

The Company’s operations are subject to new laws, regulation and compliance. Significant changes to regulations governing the way the Company derives revenues could impact the company negatively. Technological and advancements and updates as well as maintaining compliance standards are required to maintain the Company’s operations.

 

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements, including the consideration of costs and benefits. ASU 2018-13 became effective for interim and annual reporting periods beginning on January 1, 2020. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty are applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments will be applied retrospectively to all periods presented upon their effective date. The Company adopted ASU 2018-13 in its consolidated financial statements effective January 1, 2020.

 

The FASB issues ASUs to amend the authoritative literature in the ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our consolidated financial statements.

 

NOTE 3 – MARKETABLE SECURITIES AND INVESTMENTS

 

Marketable Securities

Marketable securities consisted of the following as of June 30, 2020 and December 31, 2019.

 

   June 30,   December 31, 
   2020   2019 
Mutual funds:          
Tax-exempt bonds  $-   $133,008 
Money market accounts   6,037,206    173,624 
Common stock   1,855    3,052 
   $6,039,061   $309,684 

 

Investments – Warrants

Equity warrants, as described in Note 2, are equity warrants received for services provided. The warrants are valued on the date they are earned in accordance with revenue recognition criteria. The change in value for the six months ended June 30, 2020 and 2019 was a decrease of $29,010 and $21,143, respectively.

 

Investments – Other

Investments - other, as described in Note 2, consist of shares the Company holds in various companies that launched on its platform received in exchange for services provided. The shares are recorded at cost less any impairment.

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

As of June 30, 2020 and December 31, 2019, property and equipment consisted of the following:

 

   June 30,
2020
   December 31,
2019
 
Computer equipment  $16,818   $6,744 
Software   3,654    3,654 
Total property and equipment   20,472    10,398 
Accumulated depreciation   (10,233)   (8,525)
   $10,239   $1,873 

 

 F-14 

 

 

Depreciation expense for the six months ended June 30, 2020 and 2019 was $1,708 and $1,280, respectively.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

We are currently not involved with or know of any pending or threatening litigation against the Company or any of its officers.

 

The Company maintains offices on a month-to-month lease. Total rent expense for the six months ended June 30, 2020 and 2019 amounted to $158,795 and $125,041, respectively.

 

 

NOTE 6 – STOCKHOLDERS’ EQUITY

 

Preferred Stock

We have authorized the issuance of 8,700,000 shares of our preferred stock with par value of $0.00001. Of these authorized shares, 3,450,000 are designated as Series A Preferred Stock (“Series A”), 1,650,000 are designated as Series T Preferred Stock (“Series T”), and 3,550,000 are designated as Series Seed Preferred Stock (“Series Seed”).

 

Series A Preferred Stock

The Series A have liquidation priority over the Series Seed and common stock. In the event of the liquidation, dissolution or winding up of the Company, the Series A shall be entitled to receive, out of the assets of the Company available for distribution to its stockholders, before any payment is made to Series Seed or common stock, liquidation distributions, which will be paid ratably with the Series T in proportion to its respective liquidation preference. Holders of Series A will receive an amount equal to $1.7182 per share, as adjusted, plus all declared and unpaid dividends thereon to the date fixed for such distribution. If upon such event the assets of the Company legally available for distribution are insufficient to permit payment of the full preferential amount, the entire assets available for distribution to stockholders shall be distributed to the holders of the Series A and Series T ratably in proportion to the full preferential amounts for which they are entitled. The Series A votes on an as-converted basis. The Series A is convertible by the holder at any time after issuance at the conversion price, which equates to a one-to-one basis for common stock. The Series A is automatically convertible into common stock upon the earlier of 1) the vote or written consent of at least a majority of the voting power represented by the then outstanding shares of preferred stock or 2) the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, coverts the offer and sale of common stock at an offering price of not less than $8.59 per share, as adjusted, with aggregate gross proceeds to the Company of not less than $15,000,000. In addition, the Series A has various anti-dilution provisions which take into account future sales and issuances of common stock and other dilutive instruments.

 

Series T Preferred Stock

The Series T have liquidation priority over the Series Seed and common stock. In the event of the liquidation, dissolution or winding up of the Company, the Series T shall be entitled to receive, out of the assets of the Company available for distribution to its stockholders, before any payment is made to Series Seed or common stock, liquidation distributions, which will be paid ratably with the Series A in proportion to its respective liquidation preference. Holders of Series T will receive an amount equal to $8.80 per share, as adjusted, plus all declared and unpaid dividends thereon to the date fixed for such distribution. If upon such event the assets of the Company legally available for distribution are insufficient to permit payment of the full preferential amount, the entire assets available for distribution to stockholders shall be distributed to the holders of the Series A and Series T ratably in proportion to the full preferential amounts for which they are entitled. The Series T votes on an as-converted basis. The Series T is convertible by the holder at any time after issuance at the conversion price, which equates to a one-to-one basis for common stock. The Series T is automatically convertible into common stock upon the earlier of 1) the vote or written consent of at least a majority of the voting power represented by the then outstanding shares of preferred stock or 2) the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, coverts the offer and sale of common stock at an offering price of not less than $8.80 per share, as adjusted, with aggregate gross proceeds to the Company of not less than $15,000,000. In addition, the Series T has various anti-dilution provisions which take into account future sales and issuances of common stock and other dilutive instruments.

 

 F-15 

 

 

During the six months ended June 30, 2019, the Company sold 43,313 shares of Series T Preferred Stock for $314,922. There were no sales of Series T Preferred Stock during the six months ended June 30, 2020.

 

Series Seed Preferred stock

The Series Seed have liquidation priority over the common stock. In the event of the liquidation, dissolution or winding up of the Company, the Series Seed shall be entitled to receive, out of the assets of the Company available for distribution to its stockholders, after any payment made to Series A and Series T, but before any payment is made to the Company’s common stock, an amount equal to $0.50 per share, as adjusted, plus all declared and unpaid dividends thereon to the date fixed for such distribution. If upon such event the assets of the Company legally available for distribution are insufficient to permit payment of the full preferential amount, the entire assets available for distribution to stockholders shall be distributed to the holders of Series A and Series T first, then ratably in proportion to the full preferential amounts for which they are entitled to the Series Seed. The Series Seed votes on an as-converted basis. The Series Seed is convertible by the holder at any time after issuance at the conversion price, which equates to a one-to-one basis for common stock. The Series Seed is automatically converted into common stock upon the earlier of 1) the vote or written consent of at least a majority of the voting power represented by the then outstanding shares of preferred stock or 2) the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, converts the offer and sale of common stock at an offering price of not less than $8.59 per share, as adjusted, with aggregate gross proceeds to the Company of not less than $15,000,000. In addition, the Series Seed has various anti-dilution provisions which take into account future sales and issuances of common stock and other dilutive instruments.

 

Common Stock

We have authorized the issuance of 25,000,000 shares of our common stock with par value of $0.00001.

 

During the six months ended June 30, 2019, the Company sold 143,183 shares of common stock through its Regulation A offering. The Company recognized gross proceeds of $930,433 and a subscription receivable of $95,870 related to the sale of these shares. In connection with the offering, the Company recognized offering costs of $111,976 during the six months ended June 30, 2019. During the six months ended June 30, 2020, the Company sold 818,208 shares of common stock for gross proceeds of $6,667,140 and a subscription receivable of $27,394. In connection with this offering, the Company recognized offering costs of $634,247 during the six months ended June 30, 2020.

 

Stock Options

In 2015, our Board of Directors adopted the StartEngine Crowdfunding, Inc. 2015 Equity Incentive Plan (the “2015 Plan”).  The 2015 Plan provides for the grant of equity awards to employees, and consultants, including stock options, stock purchase rights and restricted stock units to purchase shares of our common stock.  Up to 2,530,000 shares of our common stock may be issued pursuant to awards granted under the 2015 Plan. The 2015 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board. 

 

The Company valued options granted under the 2015 Plan under ASC 718 using the Black-Scholes pricing model. Options granted during the six months ended June 30, 2020 had exercise prices of $7.50. Options granted during the six months ended June 30, 2019 had exercise prices ranging from $5.00 to $7.00. The outstanding options granted to employees vest over four years and expire in ten years.

 

On March 10, 2020, the Company entered into an Endorsement and Services Agreement with a consultant to perform services in connection with the Company’s marketing and promotional campaigns. The agreement provides for an annual fee of $400,000 over a term of three years. In addition, the Company granted the consultant stock options to purchase 322,506 shares of the Company’s common stock at an exercise price of $7.50 per share. The options have a contractual life of 10 years and vest annually over a 3-year period.

 

 F-16 

 

 

The stock options granted during the six months ended June 30, 2020 and 2019 were valued using the Black-Scholes pricing model as indicated below:

 

   2020   2019
Expected life (years)   7    6.1
Risk-free interest rate   0.5% - 1.8%    2.2% - 2.5%
Expected volatility   50%   50%
Annual dividend yield   0%   0%

 

The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the Company's employee stock options.

 

The expected term of employee stock options is calculated using the simplified method which takes into consideration the contractual life and vesting terms of the options.

 

The Company determined the expected volatility assumption for options granted using the historical volatility of comparable public company's common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future stock option grants, until such time that the Company’s common stock has enough market history to use historical volatility.

 

The dividend yield assumption for options granted is based on the Company's history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.

 

The Company currently recognizes option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeiture rates.

 

A summary of the Company’s stock option activity and related information is as follows.

 

           Weighted- 
           Average 
       Weighted-   Remaining 
       Average   Contractual 
       Exercise   Life 
   Options   Price   (Years) 
Outstanding at December 31, 2019   1,345,000   $2.56    7.77 
Granted   662,505    7.50      
Exercised   (10,000)   0.79      
Forfeited/cancelled   (65,000)   0.79      
Outstanding at June 30, 2020   1,932,505   $4.33    8.08 
                
Vested and expected to vest at June 30, 2020   1,932,505   $4.33    8.08 
                
Exercisable at June 30, 2020   838,021   $1.57    6.75 

  

The weighted average grant date value of options granted during the six months ended June 30, 2020 was $3.78 per option. During the six months ended June 30, 2020, one employee exercised their vested options upon separation from the Company to purchase 10,000 shares of common stock, and the Company received aggregate exercise proceeds of $7,920.

 

 F-17 

 

 

Stock option expense for the six months ended June 30, 2020 and 2019 was $681,783 and $377,458, respectively, and are included within the consolidated statements of operations and comprehensive loss as follows:

 

   2020   2019 
Cost of revenues  $73,924   $54,272 
General and administrative   170,937    149,084 
Sales and marketing   354,533    130,906 
Research and development   82,389    43,196 
   $681,783   $377,458 

 

Unrecognized stock option expense as of June 30, 2020 amounted to $3,878,495, which the Company expects to recognize through June 2024.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

In March 2016, the Company entered into a three-year Platform Network Collaboration and Data Licensing Agreement (the “Platform Agreement”) with NextGen Crowdfunding, LLC, an entity affiliated with one of our significant preferred shareholders, SE Agoura Investment LLC, which is beneficially owned by Aubrey Chernick. The Platform Agreement calls for the Company to receive $75,000 per year to provide data and certain information to the entity for tracking crowdfunding statistics. The Company recognized licensing revenue during the six months ended June 30, 2020 and 2019 of $0 and $12,500, respectively.

 

NOTE 8 – SUBSEQUENT EVENTS

 

Subsequent to June 30, 2020, the Company sold an additional 666,515 shares of common stock for proceeds of $7,479,170, as well as 22,500 shares of Series T preferred stock for proceeds of $202,500.

 

Subsequent to June 30, 2020, the Company granted an aggregate total of 115,000 stock options to employees in connection with the 2015 Plan.

 

The Company has evaluated subsequent events that occurred after June 30, 2020 through September 18, 2020. There have been no other events or transactions during this time which would have a material effect on these consolidated financial statements.

 

 F-18 

 

 

STARTENGINE CROWDFUNDING, INC.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2019 and 2018

 

Together with Independent Auditors’ Report

 

 F-19 

 

 


INDEPENDENT AUDITORS’ REPORT

 

To the Board of Directors and Stockholders

StartEngine Crowdfunding, Inc.

 

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of StartEngine Crowdfunding, Inc. and subsidiaries (collectively the “Company”) which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

 

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of StartEngine Crowdfunding, Inc. and subsidiaries as of December 31, 2019 and 2018, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ dbbmckennon

Newport Beach, CA

April 29, 2020

 

 F-20 

 

 

STARTENGINE CROWDFUNDING, INC.

CONSOLIDATED BALANCE SHEETS

 

   December 31, 
   2019   2018 
Assets        
Current assets:          
Cash  $2,200,337   $567,375 
Marketable securities   309,684    1,342,007 
Accounts receivable, net of allowance   785,440    298,933 
Deferred offering costs   -    30,000 
Other current assets   423,499    405,964 
Total current assets   3,718,960    2,644,279 
           
Property and equipment, net   1,873    4,434 
Investments - warrants   61,927    203,884 
Investments - other   75,797    - 
Intangible assets   20,000    20,000 
Other assets   43,200    25,300 
Total assets  $3,921,757   $2,897,897 
           
Liabilities and Stockholders' Equity          
Current liabilities:          
Accounts payable  $53,810   $27,942 
Accrued liabilities   847,510    167,664 
Deferred revenue   471,388    345,418 
Total current liabilities   1,372,708    541,024 
           
Total liabilities   1,372,708    541,024 
           

Commitments and contingencies (Note 5)

          
           
Stockholders' equity:          
Series A Preferred Stock, par value $0.00001, 3,500,000 shares authorized, 3,254,261 issued and outstanding at December 31, 2019 and 2018   5,566,473    5,566,473 
Series T Preferred Stock, par value $0.00001, 1,650,000 shares authorized, 143,313 and 100,000 shares issued and outstanding at December 31, 2019 and 2018, respectively   814,922    500,000 
Series Seed Preferred Stock, par value $0.00001, 3,550,000 shares authorized, 3,550,000 and 3,500,000 shares issued and outstanding at December 31, 2019 and 2018, respectively   1,775,000    1,750,000 
Common stock, par value $0.00001, 25,000,000 shares authorized, 8,005,471 and 7,430,310 shares issued and outstanding at December 31, 2019 and 2018, respectively   80    74 
Additional paid-in capital   9,740,426    5,820,554 
Subscription receivable   (59,672)   (5,002)
Accumulated other comprehensive loss   -    (34,537)
Accumulated deficit   (15,288,180)   (11,240,689)
Total stockholders' equity   2,549,049    2,356,873 
Total liabilities and stockholders' equity  $3,921,757   $2,897,897 

 

See accompanying notes to consolidated financial statements 

 

 F-21 

 

 

STARTENGINE CROWDFUNDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

   Year Ended December 31, 
   2019   2018 
         
Revenues  $4,323,791   $4,682,528 
           
Cost of revenues   2,106,293    2,637,961 
           
Gross profit   2,217,498    2,044,567 
           
Operating expenses:          
General and administrative   2,713,362    2,936,648 
Sales and marketing   2,561,009    2,932,405 
Research and development   749,630    751,233 
Change in fair value of warrants received for fees   176,483    37,905 
Impairment in value of shares received for fees   35,198    - 
Total operating expenses   6,235,682    6,658,191 
           
Operating loss   (4,018,184)   (4,613,624)
           
Other expense:          
Other income, net   (18,397)   (30,605)
Total other expense   (18,397)   (30,605)
           
Loss before provision for income taxes   (3,999,787)   (4,583,019)
           
Provision for income taxes   13,167    17,070 
           
Net loss  $(4,012,954)  $(4,600,089)
           
Other comprehensive loss          
Unrealized loss on available-for-sale investments   -    (406)
Total other comprehensive loss  $-   $(406)
           
Comprehensive loss  $(4,012,954)  $(4,600,495)
           
Weighted average loss per share - basic and diluted  $(0.52)  $(0.63)
Weighted average shares outstanding - basic and diluted   7,657,106    7,312,046 

 

See accompanying notes to consolidated financial statements

 

 F-22 

 

 

STARTENGINE CROWDFUNDING, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

   Series A
Preferred Stock
   Series T
Preferred Stock
   Series Seed
Preferred Stock
   Common Stock                     
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Additional
Paid-in Capital
   Subscription
Receivable
   Accumulated Other Comprehensive Loss   Accumulated Deficit   Total 
Balance at December 31, 2017   3,254,261   $5,566,473    -   $-    3,500,000   $1,750,000    6,754,501   $68   $1,638,426   $(105,267)  $(34,131)  $(6,640,600)  $2,174,969 
Sale of common stock   -    -    -    -    -    -    675,809    6    3,276,317    100,265    -    -    3,376,588 
Sale of preferred stock   -    -    100,000    500,000    -    -    -    -    -    -    -    -    500,000 
Offering costs   -    -    -    -    -    -    -    -    (49,394)   -    -    -    (49,394)
Stock option compensation   -    -    -    -    -    -    -    -    955,205    -    -    -    955,205 
Net loss   -    -    -    -    -    -    -    -    -    -    -    (4,600,089)   (4,600,089)
Other comprehensive loss   -    -    -    -    -    -    -    -    -    -    (406)   -    (406)
Balance at December 31, 2018   3,254,261   $5,566,473    100,000   $500,000    3,500,000   $1,750,000    7,430,310   $74   $5,820,554   $(5,002)  $(34,537)  $(11,240,689)  $2,356,873 
Adoption of ASU 2016-01   -    -    -    -    -    -    -    -    -    -    34,537    (34,537)   - 
Sale of common stock   -    -    -    -    -    -    500,025    5    3,702,613    (54,670)   -    -    3,647,948 
Sale of preferred stock   -    -    43,313    314,922    50,000    25,000    -    -    -    -    -    -    339,922 
Offering costs   -    -    -    -    -    -    -    -    (676,215)   -    -    -    (676,215)
Exercise of stock options   -    -    -    -    -    -    75,136    1    24,985    -    -    -    24,986 
Stock option compensation   -    -    -    -    -    -    -    -    868,489    -    -    -    868,489 
Net loss   -    -    -    -    -    -    -    -    -    -    -    (4,012,954)   (4,012,954)
Balance at December 31, 2019   3,254,261   $5,566,473    143,313   $814,922    3,550,000   $1,775,000    8,005,471   $80   $9,740,426   $(59,672)  $-   $(15,288,180)  $2,549,049 

 

 

See accompanying notes to consolidated financial statements

 

 F-23 

 

 

STARTENGINE CROWDFUNDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Year Ended December 31, 
   2019   2018 
         
Cash flows from operating activities:          
Net loss  $(4,012,954)  $(4,600,089)

Adjustments to reconcile net loss to net cash used in operating activities:

          
Depreciation   2,561    2,571 
Bad debt expense   170,738    145,341 
Fair value of warrants received for fees   (34,526)   (40,665)
Fair value of investments - other received for fees   (110,995)   - 
Change in fair value of warrant investments   176,483    37,905 

Impairment of investments - other

   35,198    - 
(Gain) loss on available-for-sale securities   (10,676)   (35,721)
Stock-based compensation   868,489    955,205 
Changes in operating assets and liabilities:          
Accounts receivable   (657,245)   (285,174)
Other current assets   (17,535)   (382,429)
Accounts payable   25,868    (135,685)
Accrued liabilities   679,845    (231,170)
Deferred revenue   125,970    125,993 
Net cash used in operating activities   (2,758,779)   (4,443,918)
           
Cash flows from investing activities:          
Purchase of available-for-sale securities   -    (801,000)
Sale of available-for-sale securities   1,043,000    1,060,500 
Deposits and other   (17,900)   - 
Net cash provided by investing activities   1,025,100    259,500 
           
Cash flows from financing activities:          
Proceeds from sale of common stock   3,647,948    3,376,588 
Proceeds from sale of preferred stock   339,922    500,000 
Offering costs   (646,215)   (79,394)
Proceeds from exercise of employee stock options   24,986    - 
Net cash provided by financing activities   3,366,641    3,797,194 
           
(Decrease) increase in cash   1,632,962    (387,224)
Cash, beginning of year   567,375    954,599 
Cash, end of year  $2,200,337   $567,375 
           
Supplemental disclosures of cash flow information:          
Cash paid for interest  $-   $- 
Cash paid for income taxes  $13,167   $17,070 
           
Non-cash investing and financing activities:          
Unrealized loss on available-for-sale securities  $-   $(406)
Fair value of warrants received  $34,536   $40,665 
Fair value of investments - other received  $110,995   $- 

 

See accompanying notes to consolidated financial statements

 

 F-24 

 

 

STARTENGINE CROWDFUNDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1 – NATURE OF OPERATIONS

 

StartEngine Crowdfunding, Inc. was formed on March 19, 2014 (“Inception”) in the State of Delaware. The Company was originally incorporated as StartEngine Crowdsourcing, Inc. and changed to the current name on May 8, 2014. The consolidated financial statements of StartEngine Crowdfunding, Inc. (which may be referred to as the "Company," "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s headquarters are located in West Hollywood, California.

 

The Company aims to revolutionize the startup financing model by helping both accredited and non-accredited investors invest in private companies on a public platform. StartEngine Crowdfunding, Inc. operates under Title IV of the Jumpstart our Business Startups Act (“JOBS Act”), allowing private companies to advertise the sale of stock to both accredited and non-accredited investors. StartEngine Crowdfunding Inc. has wholly-owned subsidiaries, StartEngine Capital LLC, StartEngine Secure LLC, and StartEngine Primary LLC. StartEngine Capital LLC, a funding portal registered with the US Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority (FINRA), operates under Title III of the JOBS Act. StartEngine Secure LLC is a transfer agent registered with the SEC. StartEngine Primary LLC was formed in October 2017 and received approval to operate as a registered broker-dealer in July 2019. It is still in the process of seeking approval to operate as an alternative trading system. The Company’s mission is to empower thousands of companies to raise capital and create significant amounts of jobs over the coming years.

 

Management Plans

The Company’s revenue producing activities commenced in 2015 with the approved start of Title IV of the JOBS Act, which created new rules for Regulation A, and increased in 2016 with the start of Regulation Crowdfunding under Title III of the JOBS Act. Because this is a new industry, there is a level of uncertainty about how fast the volume of activity will increase and how future regulatory requirements may change the landscape. Because there is a level of uncertainty and because we are still in the early stages of these new regulations, the Company is expected to incur losses until such time that the volume of Regulation A and Regulation Crowdfunding campaigns and the investments in those campaigns is sufficient for revenues derived from those campaigns to cover our costs. These factors indicate there could be substantial doubt about the Company’s ability to continue as a going concern.

 

During the next 12 months, the Company intends to fund its operations through its increasing revenues, current working capital, and the sale of equity through its current Regulation A offering. We, therefore, believe that any substantial doubt about the Company’s ability to continue as a going concern has been alleviated.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of StartEngine Crowdfunding, Inc.’s wholly-owned subsidiaries, StartEngine Capital LLC, StartEngine Secure LLC, and StartEngine Primary LLC. Significant intercompany balances and transactions have been eliminated in consolidation.

 

Financial Statement Reclassifications

Certain prior year accounts have been reclassified to conform with current year presentation.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of expenses during the reporting periods. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

 

 F-25 

 

 

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

 

Level 1- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2- Include other inputs that are directly or indirectly observable in the marketplace.

 

Level 3- Unobservable inputs which are supported by little or no market activity.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. The following are level 1, 2 and 3 assets.

 

Level 1

Investments: Marketable securities are made up of mutual funds and shares of common stock that are valued based on quoted prices in active markets

 

Level 2

Investments - warrants (public portfolio): Fair value measurements of warrants of publicly traded portfolio companies are valued based on the Black-Scholes option pricing model. The model uses the price of publicly traded companies (underlying stock price), stated strike prices, warrant expiration dates, the risk-free interest rate and market-observable volatility assumptions based on comparable public company.

 

Level 3

Investments - warrants (private portfolio): Fair value measurements of warrants of private portfolio companies are priced based on a modified Black-Scholes option pricing model to estimate the asset value by using stated strike prices, warrant expiration dates modified to account for estimates to actual life relative to stated expiration, risk-free interest rates, and volatility assumptions based on comparable public companies. Option volatility assumptions used in the modified Black-Scholes model are based on public companies who operate in similar industries as companies in our private company portfolio. For these warrants, the fair value of the underlying stock may be estimated based on recent raises or based on information received from the portfolio company. Certain adjustments may be applied as determined appropriate by management for lack of liquidity. As of December 31, 2019, we held warrants in 14 private portfolio companies. We recognized a decline in fair value during 2019 for 11 of the 14 private portfolio companies, which represented warrants held in 2018.

 

The following fair value hierarchy table presents information about our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2019:

 

   Level 1   Level 2   Level 3   Total 
Cash  $2,200,337   $-   $-   $2,200,337 

Marketable securities

                    
Mutual funds   306,632    -    -    306,632 
Common stock equities   3,052    -    -    3,052 

Investments – Warrants

   -    -    61,927    61,927 
   $2,510,021   $-   $61,927   $2,571,948 

 

 F-26 

 

 

The following fair value hierarchy table presents information about our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2018:

 

   Level 1   Level 2   Level 3   Total 
Cash  $567,375   $-   $-   $567,375 

Marketable securities

                    
Mutual funds   1,332,225    -    -    1,332,225 
Common stock equities   9,782    -    -    9,782 
Investments - Warrants   -    -    203,884    203,884 
   $1,909,382   $-   $203,884   $2,113,266 

 

The following table presents additional information about transfers in and out of Level 3 assets measured at fair value on a recurring basis for the year ended December 31, 2019 and 2018:

 

   Investments- 
   Warrants 
     
Fair Value at December 31, 2017&