UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2024
StartEngine Crowdfunding, Inc.
(Exact Name of Registrant As Specified In Its Charter)
000-56415
(Commission File Number)
| Delaware | 46-5371570 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4100 West Alameda Avenue, 3rd Floor
Burbank, CA 91505
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (800) 317-2200
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Act:
None.
Securities registered under Section 12(g) of the Act:
Common Stock, $0.00001 par value
(Title of Class)
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2024, StartEngine Crowdfunding, Inc.’s (the “Company”) Board of Directors (the “Board”) granted stock options to its named executive officers, including Howard Marks serving as its Chief Executive Officer (“CEO”), identified in the section “Directors, Executive Officers and Corporate Governance” in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). As previously disclosed in the 2023 Form 10-K, the Company’s CEO was to be awarded 100,000 stock options exercisable at $25.00 per share and vesting over four years. Since then, the Company has effectuated a 20-for-1 stock split, resulting in the CEO’s stock option grant becoming 2,000,000 stock options exercisable at $1.38 per share. The same vesting terms and all other terms, including the ten-year expiration of the stock options from the date of grant, remain as stated under the Amended and Restated 2015 Equity Incentive Plan (the “Plan”).
The other named executive officers, Johanna Cronin and Josh Amster, were also granted stock options under the Plan by the Board such that each received 1,000,000 stock options having an exercise price of $1.25, vesting over four years and expiring on June 14, 2034. The Plan has been filed as Exhibit 10.1, and Mr. Marks employment agreement has been filed as Exhibit 10.2, to the Company’s 2023 Form 10-K.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. All statements contained in this Quarterly Report on Form 8-K other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| STARTENGINE CROWDFUNDING, INC. | ||
| (Registrant) | ||
| Date: June 14, 2024 | By: | /s/ Howard Marks |
| Howard Marks | ||
| Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director |
