StartEngine Review (2026): What Its SEC and FINRA Records Show

Who StartEngine is in the filings, and who controls it

Most pages describe StartEngine as “a crowdfunding platform”. The filings describe a holding company with nine operating subsidiaries. The parent was incorporated in Delaware on March 19, 2014 as StartEngine Crowdsourcing, Inc., became StartEngine Crowdfunding, Inc. on May 8, 2014, and on June 15, 2026 filed a charter amendment changing its name to StartEngine Inc. It does not only file Reg A reports: it registered its common stock under the Exchange Act with a Form 10 in 2022 and now files 10-Ks, 10-Qs and 8-Ks like a listed company, although its shares are not listed on any exchange.

Control is concentrated. The July 2026 offering circular lists Howard Marks, CEO and director, at 23.54% of the common stock through his living trust, and all seven officers and directors as a group at 36.20%. One investment company, SE Agoura Investment LLC, holds 45.75% of the preferred stock. The circular says certain holders of common and preferred stock “will continue to hold a majority of the voting power” after the offering and therefore control the board, and that the company has no independent directors under Nasdaq rules. The board has two members, Mr. Marks and Ronald Miller, a co-founder whose consulting firm was paid $119,829 in 2025 and $15,000 a month from 2026. Mr. Marks' total 2025 compensation in the 10-K was $2,114,075.

What regulators have on record

Two of the premises we were asked to check are right, and one needs a correction.

The portal's own regulatory form summarizes the FINRA case in one line: “Misleading communications were included on StartEngine's website following a failure of StartEngine to reasonable supervise issuer communications.” The events date from November 2016 to January 2018, and the portal says it has made the required certification. One date differs between filings: the funding portal form says FINRA told StartEngine of the planned charges on December 21, 2020; the 2022 10-K says December 21, 2021.

Two other items an investor should know. In 2021 StartEngine terminated an issuer's Reg CF offering and refunded investors; the issuer brought an arbitration, and the 10-K says it was resolved on January 19, 2024 with a $2.1 million settlement, of which StartEngine paid $200,000 and its insurer $1,900,000. And the accounting record has gaps. StartEngine's 2021 and 2022 financial statements were audited by BF Borgers CPA PC, which StartEngine dismissed on May 30, 2023; on May 3, 2024 the SEC charged that firm with “deliberate and systemic failures” in audits incorporated in more than 1,500 SEC filings. StartEngine paid $133,000 in 2024 for a re-audit of 2022 and an amended 10-K. Its latest 10-Q says disclosure controls “were not effective as of June 30, 2026”, and the 10-K for 2025 lists material weaknesses including the failure “to properly reconcile investment shares the Company has received as compensation”.

The Form C record: 991 offerings, and what “reached the target” means here

The SEC publishes every Form C, progress update (C-U), annual report (C-AR) and withdrawal (C-W) in quarterly data sets. We read the 19 quarters from 2022Q1 to 2026Q3 (the same files used for our Reg CF census) and kept the original Form C filings that name a StartEngine entity as intermediary.

The question people search is how many raised their target. On StartEngine the target is set low: the median target on these Form Cs is $14,993.98 and 466 of the 991 set it at $10,000 or less, while the median maximum is $1,234,998.60. An offering that reaches a $10,000 target can close and still be far from what the company said it was trying to raise. So we measured what each offering reported at the end, in its final Form C-U (typically “At the close of the offering, the issuer closed on …”).

Read it as follows. 656 of the 963 finished offerings (68.1%) reported money closed, and 653 of those at or above their target. The median closed raise was $184,936.90 and the mean $448,399.53; 195 closed under $100,000, 73 at $1 million or more, and only 37 reached their maximum. The median closed offering raised 14.8% of its maximum (all our arithmetic). The 131 at $0 did not reach the target, so investors' money went back to them. Of the 176 with no final report, 95 filed a Form C-W withdrawal, most of them 2022 filings; the other 81 may have closed without a final report or reported it in words our parser did not read. The largest closes were ACME AtronOmatic ($4,977,553), FibroBiologics ($4,929,105), Timeplast ($4,917,638), TriAgenics ($4,913,921) and BOXABL ($4,896,378), each against a target of $15,000 or less. The amounts are what the issuers reported; the data sets warn that they are as filed.

The trend matters more than the total: among offerings with a final report, the share that closed at $0 was 2.8% for 2022 filings, 9.3% for 2023, 33.2% for 2024 and 28.8% for 2025 (our arithmetic). StartEngine's 10-K mentions a “mid-2024 strategy to reduce the number of clients after a higher intake earlier in 2024”, which fits the drop to 148 filings in 2025.

What the data sets cannot tell you is how many of these companies later failed. A number of failed startups is not in any SEC record we could reproduce, so we give none. The closest signal is reporting: of the 511 issuers whose StartEngine offering filed in 2022 to 2024 closed with money, 329 filed a Form C-AR annual report afterwards and 182 (35.6%) have none in the data sets, while 96 filed a Form C-TR ending their reporting duty (our count). A missing annual report is a warning sign, not proof of failure: some issuers report elsewhere or have ended the duty legally. StartEngine's own count, all years since 2016, is 1,513 Reg CF offerings that “have raised over $642 million” (its estimate in the 10-K).

What StartEngine charges, in its own documents

Two things stand out. The 10-K range (6% to 10%) and the Form C range (7% to 13%) are both StartEngine's statements and they do not match; the Form C is the one filed for each deal. And the investor fee is described two ways on StartEngine's own help page: the summary says “The vast majority of our offerings are completely free for an investor”, the answer says “Yes, generally you'll pay a 3.5% fee on top of the price of your shares.” That page was last updated February 20, 2024. On a $1,000 investment, 3.5% is $35 (our arithmetic); the investment form shows it as a processing fee.

The Venture Club (formerly the OWNers Bonus) is a product line, not a perk: it brought StartEngine $5,651,857 of revenue in 2025. Its 10% bonus covers the $275 fee only if you put more than $2,750 a year into participating offerings, and only if the bonus shares are worth their offering price (our arithmetic), which for shares with no market is an assumption.

StartEngine's own stock: price history and what holders got

StartEngine has sold its own common stock to its users in Reg A offerings for years, and that is the other half of “is StartEngine legit”: people ask whether to buy the platform's shares. Here is every price in the offering circulars we read, restated on today's share basis using the two splits the filings describe (our arithmetic: a 3-for-1 split on July 7, 2021, which the 2021 circular calls “1-for-3” while tripling its share counts, and a 20-for-1 split on May 6, 2024).

The circular says the price “has been arbitrarily determined by the Company.” The only market prices come from StartEngine Secondary, the trading system run by its own broker-dealer, where StartEngine shares trade only in periods when the company has no open offering.

The 10-K warns that these prices “may not represent actual transactions”, and its risk factors say “there has not been frequent enough trading to establish a market price.” Its 2025 table is also garbled: one quarter shows a high of $0.13 and a low of $0.50, and the text says no trades were registered from July to December 2025 but also that shares traded from August 4 to August 28, 2025. Even read cautiously, every reported trade since 2024 was 72% to 92% below the price StartEngine was charging new investors at the time (our arithmetic on $0.35 and $0.10 against $1.25).

The 2026 offering circular adds facts a buyer should weigh. Net tangible book value was $0.03 a share at December 31, 2025, so a buyer at $1.60 is diluted by $1.52 a share. 30% of the gross proceeds of each closing goes to selling stockholders, Mr. Marks' trust among them; across 2022 to 2025, $8,248,823 of the $41,255,926 sold in StartEngine's own Reg A offerings went to selling holders (20.0%, our sum from the 10-K). Preferred stock comes first: if a sale of the company paid out less than about $8 million, preferred holders “could be entitled to all proceeds of cash distributions.” No dividend has ever been paid. And the subscription agreement has a jury trial waiver and a New York forum clause. The holder base keeps growing: 36,038 holders of record of common stock in March 2025, 52,954 in March 2026 (up 46.9%, our arithmetic).

The business behind the stock, in 2025 and 2026

The filings show a company that now earns most of its money selling late-stage private shares. Revenue was $109,580,580 in 2025, up from $48,625,508, and net income $1,472,852 after a 2024 loss of $16,536,658. StartEngine Private, which sells interests in funds holding shares of venture-backed companies to accredited investors, brought $86,603,559, or 79.0% of revenue (our arithmetic), at a cost of $59,832,368. Reg CF platform fees were $10,562,073 (9.6%). For the first half of 2026 revenue was $69,281,734 against $70,175,075 a year earlier, with a net loss of $407,630; the 10-Q attributes part of the second-quarter drop in Reg CF fees to “fewer live raises”.

For a Reg CF investor this matters in one way: the platform's income does not depend on how the companies you back perform afterwards. StartEngine is paid when a raise closes, in cash and in a slice of the securities.

StartEngine Secondary: what the filings say about the market

StartEngine Secondary is an alternative trading system operated by StartEngine Primary since May 18, 2020. The 10-K gives no trading volume. What it gives is a count: “over 400 issuers have signed to be quoted on this platform, only twenty-five companies have been quoted on this platform to date, including the Company itself.” Reg CF shares can be listed only after the one-year transfer restriction. The FAQ says buying is free and selling costs 5%; the Form CRS allows up to 5% from both sides and says Venture Club membership “may be required” to sell. For the approximately 425,700 people the 10-K counts as having invested on StartEngine (about $1,099 per investment on average), the practical answer is that most holdings have no market at all.

What a reader can do with this

• Look up the deal's own Form C on EDGAR before investing: the target, the maximum, the deadline, StartEngine's compensation (for example “7 - 13 percent” plus a securities percentage) and whether earlier raises by the same company filed annual reports.
• Size the target against the maximum. On the typical StartEngine Form C the target is about 1% of the maximum (our arithmetic on the medians); a closed raise may be a small fraction of the plan.
• Check the fee line on the investment form, and whether the issuer passes the fee of up to 3.5% to you. Count the $275 Venture Club fee against the bonus shares you would actually receive.
• Treat StartEngine's own stock as illiquid and priced by the seller. The offering price is $1.60; the reported trades on its own market have been far lower, and net tangible book value is $0.03.
• Keep within the federal limit. Under 17 CFR 227.100 a non-accredited investor's Reg CF purchases across all issuers in 12 months are capped at the greater of $2,500 or 5% of income or net worth if either is under $124,000. Our pages on real estate crowdfunding risks and whether crowdfunding is safe cover the rest, and our Republic review reads another portal's Form C record the same way.

FAQ

Sources: StartEngine Inc. (formerly StartEngine Crowdfunding, Inc., CIK 1661779) Form 10-K for 2025 (0001104659-26-037922), 2024 (0001558370-25-004188), 2023 (0001558370-24-005129) and 2022 (0001410578-23-000524); Form 10-Q for June 30, 2026 (0001104659-26-093341); Forms 8-K filed August 9, 2022, June 2, 2023, May 10, 2024, March 23, 2026 and June 17, 2026; offering circulars (253G2) of March 11, 2019, May 29, 2020, August 31, 2021, May 20, 2022, March 3, 2023, November 1, 2024, September 19, 2025 and July 20, 2026 (0001104659-26-085115); StartEngine Capital LLC Form Funding Portal amendment of November 18, 2022 (0001665160-22-002938); StartEngine Secure LLC Form TA-2 for 2025 (0001720655-26-000002); the SEC Crowdfunding Offerings Data Sets 2022Q1 to 2026Q3 (StartEngine slice, our script and its saved output); FINRA BrokerCheck for StartEngine Primary LLC (CRD 291773) and FINRA's list of funding portals; SEC press release 2024-51; 17 CFR 227.100 and 227.300; startengine.com Form CRS, Secondary FAQ and help center, read October 11, 2026. Statements from the website are the company's claims. Sums, percentages, split adjustments and counts are our arithmetic. We have no relationship with StartEngine and earn nothing if you invest. This is analysis of public documents, not investment, legal or tax advice.