Mr. David Lin
Ms. Erin Purnell
Office of Financial Services
Division of Corporate Finance
United States Securities and Exchange Commission
Washington, D.C. 20549
December 6, 2018
Re: StartEngine Crowdfunding, Inc.
Amendment No. 2 to Offering Statement
on Form 1-A Filed November 1, 2018
File No. 024-10862
Dear Mr. Lin and Ms. Purnell:
Thank you for your comments of November 21, 2018 regarding the Amendment No. 2 to the Offering Statement of StartEngine Crowdfunding, Inc. (the “company”). We appreciate the opportunity to respond to your comments. As mentioned to David Lin and Erin Purnell on the phone, in light of market conditions and in the interest of efficiency, the company has determined not to offer tokens, in favor of only offering common and preferred shares directly.
Amendment No. 2 to Offering Statement on Form 1-A
Cover Page
| 1. | Please revise the forepart of the offering statement to highlight that an investor's decision to purchase securities pursuant to the subscription agreement, as well as agreement to the exclusive forum and jury trial waiver provisions thereunder, is irrevocable. Refer to Sections 1(a) and 7 of each of the subscription agreements for common stock and preferred stock, filed as exhibits 4.1 and 4.2, respectively. |
We have revised the cover page in accordance with your comment.
Summary
The Offering, page 5
| 2. | We note your revised disclosure on page 34 in response to comment 2. For consistency, please revise your disclosure in the first paragraph of this section, as well as the first paragraph under the heading "Securities Being Offered" on page 34, to state that there will be a smart contract for each class of Tokens. |
As the company is no longer offering tokens we have removed all references to smart contracts with respect to this offering.
Risk Factors
Investors in this offering may not be entitled to a jury trial..., page 11
| 3. | Please revise the second sentence of the fourth paragraph in this section to remove the word “substantive” from your statement that no condition, stipulation or provision of the subscription agreement serves as a waiver of any provision of the federal securities laws. In addition, please revise to clarify whether purchasers in secondary transactions would be subject to this provision. If the provision is not intended to apply to secondary purchasers, disclose any difference in rights between primary and secondary purchasers and describe how the provision will be implemented, including, for example, in instances where a single shareholder purchases in both the primary and secondary market. |
We have revised the disclosure in the fourth paragraph as requested. In addition, we have added disclosure to reflect that purchasers in secondary transactions are subject to the jury trial waiver provision.
The smart contracts may be vulnerable and may not work as anticipated..., page 12
| 4. | We note your response to comment 3 that you have revised your disclosure to "reflect that due to the nature of the Tokens in the offering, the remedies will be the identical to those available to traditional securities holders." However, we are unable to locate your revised disclosure that so states. Please revise or advise. |
As the company is no longer offering tokens, we have removed this risk factor.
Plan of Distribution, page 16
| 5. | We note your revised disclosure in response to comment 5. Please further revise to briefly explain what you mean by your statement that the Tokens are "effectively" digital stock certificates. As previously requested, please revise your disclosure to indicate whether, and if so, how, these digital stock certificates will differ from the tokens being used to represent the Common Stock and Series Token Preferred Stock. |
As the company is no longer offering tokens, we have removed any discussion of digital stock certificates as it relates to this offering.
Investors’ Tender of Funds, page 17
| 6. | We note your disclosure here and in the risk factor on page 10 that there may be a significant delay between the time of subscription and final delivery of the security (e.g., up to 6 months). Please explain in more detail why the diligence procedures described on page 17 could take up to six months to complete. We further note that the subscriptions are irrevocable and that the company will determine in its sole discretion upon completion of diligence when to accept and close on a subscription. Please provide more information about what rights subscribers may have after remitting payment, but prior to a closing, including in instances of dissolution or liquidation of the company. Finally, please tell us how these closings are appropriate under Rule 251(d)(3)(i)(F) of Regulation A. |
| 2 |
We have amended the disclosure to clarify that the average closing time is around 30 days, with the fastest being less than 5 days, and the longest, which related to an issue relating to an international wire, took over six months. We note that there are practical reasons for the timing including the method of payment. For instance, if an investor pays by ACH, it will take at least 15 days to close, which accounts for the 1 to 3 days for the ACH to be received, the 10 day clearance period required by Prime Trust and the 48 hours it takes for the funds to be transmitted to the company. In company’s last offering for approximately 96% of the investments the length of time that the funds were held in escrow was less than 60 days.
Prime Trust has informed us that if it becomes aware of the dissolution and/or liquidation of the company, its internal compliance personnel would confirm the event. At that point, Prime Trust would return the funds in escrow to the investors. Pursuant to the subscription agreement, the company also has the option to return payments. During its last offering the company returned payments based on a variety of reasons, including requests from investors, incomplete wire transfers, failure to pass AML checks, etc.
The company believes that the closing procedures are consistent with market practices and are consistent with Rule 251(d)(3)(i)(F) of Regulation A. The offering will begin within two calendar days of qualification, as indicated on the cover page of the offering circular. The offering is a “continuous” offering being made in compliance with the requirements of that rule. The fact that the clearance and settlement process may take some time due to the nature of the procedures to be carried out does not mean that this is a “delayed” offering.
Additional Perks, page 18
| 7. | We note your response to comment 9 that you are no longer offering the 10% incentive. We note, however, that your website continues to include various references to this incentive for a number of offerings on your funding portal. Please advise. In addition, we reissue comment 9 for information regarding the historical incentive offers made to investors. Please tell us how long you have offered this incentive. Please provide a list of all instances where this incentive was offered to investors, including the identification of the respective offering/investment opportunity on your portal, the amounts distributed or to be distributed pursuant to the terms of the incentive and the dates. Please also explain in detail how you intend to address the investors who have invested in the investment opportunities on your portal in reliance on this incentive to the extent you intend to terminate this incentive as represented in your response. Finally, please explain to us how the incentive perk did not violate the funding portal prohibitions outlined in comment 9. |
The company will not offer this incentive in this Regulation A offering.
| 3 |
With respect to the incentive offered by Regulation CF issuers to investors in the previous Regulation A offering, those terms will continue to apply, as the incentive was adopted by the issuers themselves, and neither the company nor its funding portal subsidiary, StartEngine Capital LLC (“StartEngine Capital”) can change the fact that the issuers chose to include the incentive.
Exchange Act Section 3(a)(80) includes specific prohibitions for funding portals, including that a funding portal may not, “(1) offer investment advice or recommendations; (2) solicit purchases, sales or offers to buy the securities offered or displayed on its website or portal”. The bonus shares offered by issuers to investors who have previously purchased company shares does not violate these prohibitions. In particular, this program has been made available to all issuers raising funds under Regulation CF through StartEngine Capital. StartEngine Capital did not select the participants or provide any recommendation to investors that certain issuers were more suitable for investment than others. Further, the incentive was itself not a solicitation as investors were only made aware of the incentive in accordance with StartEngine Capital’s standard communications made in compliance with Regulation CF. Additionally, the issuers who participated in the program received the same treatment as those who did not participate in the program. The company does note that for administrative purposes, one email was sent to those entitled to the incentive to let them know when the 24 hour window was open.
The first investors entitled to this incentive were able to avail themselves of this incentive in December 2017. All issuers offering securities under Regulation CF on the platform of StartEngine Capital were given the opportunity to participate in the incentive program. As of November 26, 2018, 225 issuers chose to participate in the incentive and 14 issuers chose not to. We are attaching as Exhibit 1 a list of all companies who have participated in the program to date. As of November 26, 2018, the total amount of funds distributed to issuers who chose to offer the incentive as a result of the incentive is $893,614.40, and the total amount of committed funds pending that may be distributed is $145,289.40.
We are attaching as Exhibit 2 a list organized by issuer of the funds committed (that have either been distributed to the issuers or currently committed) by those entitled to the incentive and the date of distribution. We have included the date of distribution when available. Committed funds pending are those funds listed without a corresponding date.
| 8. | We note your response to comment 10 that you are no longer offering the 10% incentive and reissue to address the incentives that have historically been offered. Please explain how you determined which Regulation Crowdfunding issuers participated in the incentive and whether there were any fees or other services exchanged in connection with an issuer's participation. In addition, please provide your analysis as to why you should not be deemed to have been a statutory underwriter for the bonus shares. |
Neither the company nor StartEngine Capital determined which issuers would participate; the option to offer the incentive was open to all issuers making offerings on StartEngine Capital’s platform and the issuers themselves determined whether to participate. There were no additional fees or other services exchanged in connection with an issuer’s participation.
| 4 |
The company does not believe that it is acting as a statutory underwriter in allowing Regulation CF issuers to choose to offer the incentive to the company’s investors. Since neither the company nor its subsidiary played any role in determining whether, in what amount, and upon what terms any securities would be offered to the public, the company’s role does not amount to that of an underwriter under Section 2(a)(11) of the Securities Act.
The Company's Business Services under Development, page 20
| 9. | Please enhance your discussion to address the estimated time frame of when you think these additional services will be completed, including expected costs to be incurred. |
We have amended the disclosure as requested.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page 27
| 10. | Please revise to disclose revenue metrics (e.g. revenues by product and or type, the number of underlying transactions, fees received from warrants) and discuss any material change period over period for the periods presented. |
We have provided additional disclosure as requested.
| 11. | Please revise to disclose cost of revenue metrics (e.g. cost of revenues by type) and discuss any material change period over period for the periods presented. |
We have provided additional disclosure as requested.
| 12. | Please enhance your disclosure to discuss the underlying drivers for the decrease in your gross margin from 79.7% for the six months ending June 30, 2017 to 68.2% for the six months ending June 30, 2018. |
We have revised the disclosure as requested.
| 13. | Please break out general and administrative expenses by type (i.e. salaries and benefits, research and development, etc.) and discuss any material changes period over period. |
We have revised the disclosure as requested.
| 14. | Please revise to discuss the changes in financial position for the periods presented. |
We have revised and supplemented the disclosure as requested.
| 5 |
Notes to Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies, page F-6
15. Please provide an accounting policy for other current assets, including the nature thereof and disclose the amounts of material assets for the periods presented.
The company has revised the disclosure as requested.
Fair Value of Financial Instruments Level 3 - Investments - Warrants, page F-8
16. Please revise to disclose the number of private portfolio companies for which you hold warrants, including the warrants received during the periods presented for each portfolio company.
The company has revised the disclosure as requested.
Revenue Recognition, page F-12, page F-12
17. We note that, on January 1, 2018, you adopted ASC 606 Revenue from Contracts with Customers. Please revise your accounting policy to disclose the impact of this new guidance to your financial statements and provide the revised disclosures as required. Additionally, please also address the following:
• Your current disclosure appears general in nature. In your revised disclosure, discuss the various types of fees and nature thereof, including sponsorships, and when fees are due and how they are received;
• Disclose if you offer refunds, for example, if an offering does not raise sufficient funds, and if so, how you account for the refunds; and
• Disclose the circumstances of when you would receive equity warrants in a transaction and how you account for the transaction.
The company has revised the disclosure as requested.
Note 6 - Stockholders' Equity, page F-15
18. We note from page F-35 that you granted stock options to employees and non-employees subsequent to December 31, 2017. However, Note 6 to your interim financial statements only discloses information regarding stock option grants to employees. Please revise to disclose the information regarding grants to non-employees in accordance with ASC 505- 50-50 or advise.
The company has revised the disclosure as requested.
Consolidated Financial Statements for the Fiscal Years Ended December 31, 2017 and 2016 Note 3 - Marketable Securities and Investments, page F-31
19. Considering that your investment securities represent 53% of total assets at both June 30, 2018 and December 31, 2017 and 87% of total assets at December 31, 2016, please enhance your disclosure to provide additional transparency around these investments, for example, business and or industry sector, geographic concentration, economic characteristics and investment objective.
The company has modified the disclosure to clarify that the company’s available-for-sale securities are composed of investments in money market funds and tax-exempt municipal bond funds.
| 6 |
Available-for-Sale Securities, page F-31
20. Given that your investment securities represent 53% of total assets at June 30, 2018 and December 31, 2017, please supplementally discuss whether you are an “investment company” as defined under Section 3(a) of the Investment Company Act. We may have additional comments upon review of your response.
The company has modified the disclosure to note that the “available-for-sale securities” were securities mainly held in money market funds and tax-exempt municipal bond funds as a cash management tool. Specifically, we note that as of June 30, 2018 and December 31, 2017, $2,150,527 and $1,335,368, were held in one money market fund, namely, a government money market fund. Accordingly, the company treated the money market fund shares as cash items (see Willkie, Farr 2000 No-Action Letter, 2000 WL 1585635 (Oct. 23, 2000)). These securities are not “investment securities” as defined in the Investment Company Act. Therefore, the company believes it is not an “investment company” as defined under Section 3(a) of the Investment Company Act.
Exhibits
21. We note the statement in the penultimate paragraph on page 2 of each of the subscription agreements for common stock and preferred stock, filed as exhibits 4.1 and 4.2, respectively, that you make no representations or warranties to investors signing the subscription agreement "as to the accuracy or completeness of the information contained in any offering materials." Please note that you are responsible for your disclosure to investors and as such, it is not appropriate to state or imply that investors cannot rely on your disclosure. Please revise or remove the disclaimer. In addition, we note your disclaimer on the bottom of page 1, which indicates that investors may not view the offering circular or other communications from the company, including "testing the waters" materials as investment advice and that investors must rely on their own examination of the company. Please explain to us in detail why this disclaimer is appropriate or revise to remove it from your subscription agreements.
The company has modified the subscription agreements.
Thank you again for the opportunity to respond to your questions to the Offering Statement of StartEngine Crowdfunding, Inc. If you have additional questions or comments, please contact me at jamie@crowdchecklaw.com.
Sincerely,
/s/ Jamie Ostrow
Jamie Ostrow
CrowdCheck Law LLP (f/k/a KHLK LLP)
cc: Howard Marks
Chief Executive Officer
StartEngine Crowdfunding, Inc.
750 N San Vicente Blvd.
Suite 800 West
West Hollywood, CA 90069
| 7 |
Exhibit 1
| 1. AR2Find |
| 2. Freedom Motors |
| 3. Netstairs |
| 4. Global Wine Export |
| 5. Anyone Media Network |
| 6. Abstract Tube |
| 7. Atlis Motor Vehicles |
| 8. Little Starship Productions |
| 9. Powell Development Group |
| 10. Gigvines |
| 11. CBL Worldwide II |
| 12. TotalSource Solutions |
| 13. Seam Tech |
| 14. Smart Snow Solutions |
| 15. DSTLD |
| 16. Three Flip Studios |
| 17. Rentah.com |
| 18. poundWISHES |
| 19. Dlyted |
| 20. eLYQD |
| 21. Natural Dynamic Systems |
| 22. CAKNOW |
| 23. Aurora Sky Events |
| 24. Space Division Inc. |
| 25. Yopi Technologies |
| 26. FireBot Inc. |
| 27. Revohloo |
| 28. Ellison Rains |
| 29. LiteScape Technologies |
| 30. DIYev |
| 31. Solar Direct |
| 32. EDSO |
| 33. Alignme |
| 34. Symbiotries |
| 35. YogaBody Studios |
| 36. BioClonetics |
| 37. ONE ROQ Spirits |
| 38. ZipZap |
| 39. Wise Power |
| 40. Borough Five Pictures (Slate One) |
| 41. Eliport |
| 42. Contenders Clothing |
| 43. Wolfie Services |
| 44. Life Recovery Systems |
| 45. MedChain |
| 46. North Country Showcase |
| 47. Handheld Biometric ID Wallet |
| 48. Nexus eWater |
| 49. StorEn Technologies |
| 50. American Ultimate Disc League |
| 51. XiQ |
| 52. ChoreRelief |
| 53. The Winston Box |
| 54. GarageSkins |
| 55. MicroGen Vet |
| 56. Apparent Energy |
| 57. Epec |
| 58. YouStake |
| 59. SKINZRUS |
| 60. Whetstone International Network |
| 61. Crooru |
| 62. FidoTV |
| 63. LiveShopBuy |
| 64. Market Analyst |
| 65. NetObjex |
| 66. Overland ATS |
| 67. WaterBlocks |
| 68. OSSIC |
| 69. Cinemigo |
| 70. Etelligent Inc. |
| 71. CannCo Brands |
| 72. Starrtup |
| 73. uLIVjava |
| 74. ScreenDoor GreenHouse |
| 75. Anatomic Global |
| 76. Bannon Maher Corporation |
| 77. Xascale |
| 78. U.S. Estate Planners |
| 79. EpigenCare |
| 80. Gyomo |
| 81. ARTICHOKE |
| 82. Smoke Cartel |
| 83. S'MAC |
| 84. CrowdCoverage |
| 85. Titomirov Vodka |
| 86. The Module Project |
| 87. D&M Group |
| 88. Erndo |
| 89. Orbis Law |
| 90. Mola Foods |
| 91. Chella |
| 92. JWL Coin |
| 93. Cyrus Productions Company |
| 94. Satterfield's Jewelry Warehouse |
| 95. Time Token |
| 96. ONO 3D |
| 97. Ginjan Bros |
| 98. Eclipse Diagnostics |
| 99. STRYD |
| 100. Power Hero |
| 101. EscoBoss |
| 102. Wordego |
| 103. PlantSnap |
| 104. Livingway |
| 105. Trait |
| 106. Virtual QE |
| 107. TrustaBit |
| 108. SupPorter |
| 109. Kerrington Home |
| 110. Isina Music |
| 111. Yummi |
| 112. Baja United Wine |
| 113. Citizen Health |
| 114. Dashing |
| 115. FreeRange |
| 116. Worldcast Live |
| 117. Minthealth |
| 118. MetaPipe |
| 119. Flower Turbines |
| 120. Farr Hotels & Resorts |
| 121. Rhode Islands' Dressings |
| 122. The Great Game of Real Estate |
| 123. SENCLO |
| 124. UniCoin Blockchain |
| 125. LGBTQutie |
| 126. Sober Network |
| 127. Grove Works |
| 128. One Sphera |
| 129. Shield Devices |
| 130. Green Valley Adventures |
| 131. Zoptiks |
| 132. Junto Bicycle Works |
| 133. COMPETE |
| 134. Flont |
| 135. Novo Aero Technology |
| 136. EventJoin |
| 137. Cen |
| 138. KokuaToken |
| 139. Betterpath |
| 140. Digital Direct IR |
| 141. SupportMarket |
| 142. Genlines |
| 143. Sharebert |
| 144. Vini Vidi Vici |
| 145. Evarians |
| 146. Bond Film Platform |
| 147. Quila Maria's Tequila Ria |
| 148. Rhino Hide |
| 149. NewTube |
| 150. Gift Jeenie |
| 151. Fuller Real Estate Solutions |
| 152. Wireless 1 Apps |
| 153. PatientDirected |
| 154. Soli |
| 155. Jackson Hole Television |
| 156. MeetMeNow |
| 157. Mycroft AI |
| 158. FireBot Suppression |
| 159. Dablr |
| 160. KOTA Longboards |
| 161. Ampere Motor |
| 162. Members Car Club |
| 163. NetObjex |
| 164. DIVINIA Water |
| 165. Worthy Financial |
| 166. Condotto | ECXTech |
| 167. Curaite |
| 168. HEAL Diabetes Clinics |
| 169. Tribal Rides |
| 170. Cityfreighter |
| 171. Power2Peer |
| 172. KISS Innovations |
| 173. SHIFTMobility |
| 174. KapowChain |
| 175. Creatics |
| 176. OuroX |
| 177. ConsideredThoughtfully |
| 178. KareCall |
| 179. Magnabid |
| 180. Kill Giggles | CFBB Pictures |
| 181. SEATXCHANGE Inc. |
| 182. NowKeto |
| 183. Duby |
| 184. Anchor Digital |
| 185. Annie Stacks |
| 186. No Limit Games |
| 187. American Legacy Network |
| 188. iDiva |
| 189. Full Partner |
| 190. Conc-Steel Inc. |
| 191. TeamTrak |
| 192. Whitethorn Digital |
| 193. PerFIcT App |
| 194. Sentigraph |
| 195. Epec Holdings |
| 196. Wicked City Blues | WCB Productions |
| 197. 1UP Golf Development Group |
| 198. Persona Network |
| 199. Monetran |
| 200. Metasepia |
| 201. G3C Technologies Corporation |
| 202. Leap With Alice |
| 203. Worldie |
| 204. Vizrom |
| 205. MuleChain |
| 206. GuruMD |
| 207. GeoOrbital |
| 208. EnergyCite |
| 209. Timeburst |
| 210. Etelligent |
| 211. CWF Continental |
| 212. Boku International |
| 213. Orange Marmalade |
| 214. Localive |
| 215. Proof Media |
| 216. UniData Tech |
| 217. Farr Hotels & Resorts |
| 218. Your Car Our Driver |
| 219. Gongago |
| 220. Gab AI |
| 221. Caddell Prep |
| 222. ModVans |
| 223. EscoBoss |
| 224. KingsCrowd |
| 225. MineryTech Solutions |
Exhibit 2
| Company Name and Distribution Date | Amount Distributed or Currently Committed |
| 1UP Golf Development Group | 2854.3 |
| 11/21/18 | 2599.3 |
| 255 | |
| Abstract Tube | 400 |
| 400 | |
| American Legacy Network | 1900 |
| 1900 | |
| American Ultimate Disc League | 7477.8 |
| 6/27/18 | 6979.5 |
| 9/25/18 | 498.3 |
| Ampere Motor | 5103 |
| 8/3/18 | 2646 |
| 8/27/18 | 2457 |
| Anatomic Global | 7150 |
| 8/8/18 | 7150 |
| Anchor Digital | 3380.94 |
| 11/2/18 | 3380.94 |
| Anyone Media Network | 550 |
| 5/2/18 | 550 |
| Apparent Energy | 13405 |
| 4/25/18 | 12905 |
| 5/8/18 | 500 |
| ARTICHOKE | 15244.46 |
| 6/4/18 | 7437.36 |
| 6/6/18 | 6543.6 |
| 11/20/18 | 1263.5 |
| Atlis Motor Vehicles | 11082.06 |
| 4/17/18 | 10354.16 |
| 6/4/18 | 727.9 |
| Aurora Sky Events | 600 |
| 5/31/18 | 600 |
| Baja United Wine | 2610 |
| 7/2/18 | 1610 |
| 9/11/18 | 1000 |
| BioClonetics | 20700 |
| 3/27/18 | 20700 |
| Boku International | 2900 |
| 2900 | |
| Borough Five Pictures (Slate One) | 6900 |
| 5/10/18 | 6900 |
| Caddell Prep | 300.08 |
| 300.08 | |
| CannCo Brands | 8870 |
| 6/1/18 | 8870 |
| Cen | 8000 |
| 8/2/18 | 8000 |
| Chella | 1545.65 |
| 10/29/18 | 1545.65 |
| Citizen Health | 7000 |
| 6/25/18 | 6000 |
| 8/23/18 | 1000 |
| Cityfreighter | 2500 |
| 10/17/18 | 2250 |
| 11/6/18 | 250 |
| COMPETE | 390 |
| 390 | |
| Conc-Steel Inc. | 2799 |
| 2799 | |
| Condotto | ECXTech | 1248 |
| 10/16/18 | 1248 |
| ConsideredThoughtfully | 200 |
| 200 | |
| Contenders Clothing | 1870 |
| 6/13/18 | 1870 |
| Crooru | 5400 |
| 8/17/18 | 5400 |
| CrowdCoverage | 11711 |
| 5/24/18 | 11711 |
| Curaite | 4622.25 |
| 8/24/18 | 4622.25 |
| CWF Continental | 1303.98 |
| 1303.98 | |
| Cyrus Productions Company | 500 |
| 7/11/18 | 500 |
| D&M Group | 600 |
| 600 | |
| Dablr | 200 |
| 11/7/18 | 200 |
| Dashing | 2497.2 |
| 7/13/18 | 2497.2 |
| Digital Direct IR | 16120 |
| 7/13/18 | 15990 |
| 11/8/18 | 130 |
| DIVINIA Water | 17997 |
| 9/6/18 | 17997 |
| Dlyted | 1447.44 |
| 5/23/18 | 1447.44 |
| DSTLD | 26333.32 |
| 7/31/18 | 24821.68 |
| 8/17/18 | 1511.64 |
| Duby | 5500 |
| 5500 | |
| Eclipse Diagnostics | 7500 |
| 4/4/18 | 7500 |
| Eliport | 1050 |
| 4/11/18 | 1050 |
| EnergyCite | 1500 |
| 1500 | |
| Epec | 36300 |
| 2/5/18 | 33400 |
| 3/13/18 | 2900 |
| Epec Holdings | 14100 |
| 10/12/18 | 11200 |
| 10/29/18 | 1000 |
| 1900 | |
| EpigenCare | 3200.8 |
| 8/15/18 | 3200.8 |
| Erndo | 3885 |
| 6/4/18 | 2295 |
| 6/29/18 | 1590 |
| Etelligent | 790 |
| 790 | |
| FireBot Inc. | 8690 |
| 4/18/18 | 8690 |
| FireBot Suppression | 5830 |
| 8/3/18 | 3190 |
| 8/21/18 | 2640 |
| Flont | 1760 |
| 1760 | |
| Flower Turbines | 28100 |
| 8/6/18 | 15100 |
| 8/23/18 | 13000 |
| Freedom Motors | 11934 |
| 11/2/18 | 5976 |
| 11/23/18 | 5958 |
| Full Partner | 918.68 |
| 918.68 | |
| Fuller Real Estate Solutions | 7200 |
| 9/25/18 | 200 |
| 10/25/18 | 7000 |
| G3C Technologies Corporation | 8700 |
| 8700 | |
| Gab AI | 14780 |
| 11/21/18 | 13528 |
| 1252 | |
| GarageSkins | 6824.8 |
| 3/22/18 | 6824.8 |
| GeoOrbital | 21238 |
| 11/19/18 | 20734 |
| 504 | |
| Gift Jeenie | 1802.5 |
| 10/30/18 | 1802.5 |
| Ginjan Bros | 2600 |
| 2600 | |
| Gongago | 103.95 |
| 103.95 | |
| Green Valley Adventures | 7100 |
| 7/17/18 | 7100 |
| GuruMD | 7955.1 |
| 7955.1 | |
| Gyomo | 2300 |
| 5/21/18 | 200 |
| 8/15/18 | 2100 |
| Handheld Biometric ID Wallet | 4000 |
| 10/9/18 | 4000 |
| HEAL Diabetes Clinics | 10249 |
| 10249 | |
| Jackson Hole Television | 274 |
| 274 | |
| Junto Bicycle Works | 3500 |
| 7/2/18 | 3500 |
| KapowChain | 300 |
| 300 | |
| Kerrington Home | 300 |
| 300 | |
| Kill Giggles | CFBB Pictures | 2700 |
| 2700 | |
| KingsCrowd | 3875.4 |
| 3875.4 | |
| KISS Innovations | 500 |
| 500 | |
| KOTA Longboards | 1318.4 |
| 10/24/18 | 438.4 |
| 880 | |
| LGBTQutie | 699.06 |
| 7/19/18 | 699.06 |
| Life Recovery Systems | 7014.81 |
| 4/23/18 | 7014.81 |
| LiteScape Technologies | 5500 |
| 4/11/18 | 5500 |
| Little Starship Productions | 12300 |
| 8/2/18 | 12300 |
| LiveShopBuy | 1850.12 |
| 11/14/18 | 1850.12 |
| Magnabid | 12858.3 |
| 9/24/18 | 8758.4 |
| 4099.9 | |
| MedChain | 29100 |
| 2/1/18 | 29100 |
| MeetMeNow | 3500 |
| 3500 | |
| MicroGen Vet | 7641 |
| 8/20/18 | 7641 |
| MineryTech Solutions | 856 |
| 856 | |
| Minthealth | 50250 |
| 7/19/18 | 7250 |
| 8/3/18 | 40000 |
| 8/30/18 | 3000 |
| ModVans | 9186.8 |
| 9186.8 | |
| Monetran | 9100 |
| 11/16/18 | 8600 |
| 500 | |
| MuleChain | 1500 |
| 1500 | |
| Mycroft AI | 46092.06 |
| 7/11/18 | 43518.83 |
| 7/31/18 | 2573.23 |
| NetObjex | 43392.45 |
| 3/5/18 | 35577.75 |
| 7814.7 | |
| Novo Aero Technology | 3000 |
| 3000 | |
| NowKeto | 3059 |
| 10/29/18 | 3059 |
| ONE ROQ Spirits | 10763 |
| 10763 | |
| One Sphera | 1500 |
| 1500 | |
| ONO 3D | 7750 |
| 8/20/18 | 7750 |
| Orange Marmalade | 883 |
| 883 | |
| OuroX | 804.94 |
| 804.94 | |
| PerFIcT App | 2010 |
| 10/1/18 | 2010 |
| Persona Network | 1800 |
| 1800 | |
| PlantSnap | 3830.24 |
| 5/8/18 | 3830.24 |
| poundWISHES | 2500 |
| 4/17/18 | 2500 |
| Powell Development Group | 7730.24 |
| 3/20/18 | 7730.24 |
| Power Hero | 12800 |
| 5/3/18 | 7100 |
| 5/29/18 | 5700 |
| Power2Peer | 5620 |
| 9/17/18 | 2020 |
| 10/15/18 | 3600 |
| Proof Media | 2500 |
| 2500 | |
| Quila Maria's Tequila Ria | 6420 |
| 9/14/18 | 4920 |
| 1500 | |
| Rentah.com | 33105 |
| 5/29/18 | 33105 |
| Rhino Hide | 11910 |
| 8/6/18 | 6400 |
| 8/20/18 | 5510 |
| Rhode Islands' Dressings | 5670 |
| 5670 | |
| S'MAC | 5500 |
| 8/20/18 | 5500 |
| Seam Tech | 799.98 |
| 4/25/18 | 799.98 |
| SEATXCHANGE Inc. | 3800 |
| 3800 | |
| SENCLO | 10828.8 |
| 8/7/18 | 10828.8 |
| Sentigraph | 1312 |
| 1312 | |
| Sharebert | 5950 |
| 6/8/18 | 4950 |
| 6/28/18 | 1000 |
| SHIFTMobility | 2500 |
| 2500 | |
| SKINZRUS | 300 |
| 300 | |
| Smart Snow Solutions | 250 |
| 250 | |
| Smoke Cartel | 1851 |
| 9/18/18 | 1851 |
| Solar Direct | 1900 |
| 3/15/18 | 1900 |
| Space Division Inc. | 5000 |
| 3/7/18 | 5000 |
| StorEn Technologies | 20948 |
| 2/12/18 | 19500 |
| 2/28/18 | 1448 |
| SupPorter | 1500 |
| 1500 | |
| TeamTrak | 800 |
| 800 | |
| The Great Game of Real Estate | 1300 |
| 1300 | |
| The Winston Box | 968.5 |
| 968.5 | |
| Timeburst | 500 |
| 500 | |
| Titomirov Vodka | 15452 |
| 6/4/18 | 15452 |
| TotalSource Solutions | 5800 |
| 3/20/18 | 5800 |
| Tribal Rides | 5300 |
| 11/27/18 | 5300 |
| TrustaBit | 1000 |
| 10/1/18 | 1000 |
| uLIVjava | 1692 |
| 1692 | |
| UniCoin Blockchain | 36410 |
| 5/21/18 | 35210 |
| 6/25/18 | 1200 |
| Virtual QE | 7250 |
| 9/6/18 | 4800 |
| 9/14/18 | 2450 |
| Vizrom | 4905 |
| 4905 | |
| WaterBlocks | 22400 |
| 7/9/18 | 22400 |
| Whitethorn Digital | 598.4 |
| 598.4 | |
| Wicked City Blues | WCB Productions | 3400 |
| 10/17/18 | 3400 |
| Wise Power | 2100 |
| 7/12/18 | 1800 |
| 8/20/18 | 300 |
| Worthy Financial | 23965 |
| 8/23/18 | 22165 |
| 9/17/18 | 1800 |
| Xascale | 525 |
| 525 | |
| XiQ | 2260 |
| 6/29/18 | 2260 |
| Yopi Technologies | 4250 |
| 4250 | |
| Your Car Our Driver | 200 |
| 200 | |
| ZipZap | 6500 |
| 3/19/18 | 6500 |