StartEngine Files a Form 1-A for Its Own $1.60 Stock Offering

A Form 1-A is the offering statement a company files with the SEC to sell securities under Regulation A, and on June 24, 2026, StartEngine Inc., a platform that hosts other companies’ Regulation A and crowdfunding raises, filed one for a sale of its own common stock.

What happened

StartEngine’s preliminary offering circular, dated June 23, 2026 and accepted on EDGAR with a June 24 filing date, describes a Tier 2 Regulation A offering of common stock at $1.60 per share. Up to 28,500,000 shares are covered. Of those, up to 19,950,000 would be sold by the company and up to 8,550,000 by selling stockholders, and the total includes up to 4,750,000 bonus shares.

The minimum investment is $500.80, which buys 313 shares. The company is not using a commissioned selling agent; shares are offered directly through its own website.

The circular’s use-of-proceeds table allocates $15,000,000 to marketing, $2,000,000 to operations, $1,000,000 to product development and $8,005,000 to cash reserves, among other line items. On profitability, the company says it has not consistently been profitable and was not profitable in the prior quarter.

How it works

StartEngine describes a business built around private capital formation. It facilitates offerings under Regulation A, Regulation Crowdfunding and Regulation D, runs a secondary trading venue, and operates its own transfer agent and broker-dealer. The circular also notes a recent acquisition of Vinovest, a wine and whisky investment platform.

The bonus-share program is layered. Participants in the company’s earlier “test the waters” phase and members of its Venture Club can receive 10% bonus shares. Separately, investment-size bonuses run 5% for $3,000 to $4,999, 10% for $5,000 to $29,999, and 20% for $30,000 or more. Bonuses can stack, but only up to a combined 20%.

Liquidity is limited. Existing shares can trade on StartEngine Secondary, an alternative trading system, but the circular cautions that only twenty-five companies have been quoted on that venue to date. There is no national exchange listing.

The inclusion of selling stockholders matters to new buyers. When existing holders sell alongside the company, part of the money raised goes to those holders rather than to the business.

Key terms

• Form 1-A: The Regulation A offering statement. Part I is a notification form, Part II is the offering circular, and Part III contains exhibits.
• Preliminary offering circular: A version filed before SEC qualification; terms can still change.
• Tier 2: The Regulation A tier allowing up to $75 million in 12 months, with state preemption and ongoing reporting.
• Selling stockholders: Existing owners who sell their shares in the offering.
• Bonus shares: Extra shares issued at no additional cost to qualifying investors, which effectively lowers their per-share price.

FAQ

Why does a Form 1-A from a platform company matter?

StartEngine sits on both sides of the market it serves. Its own filing shows how a Regulation A intermediary prices and markets its stock using the same tools it offers clients, including bonus tiers and direct online sales.

Is the offering open yet?

A preliminary circular is not an effective sale document. Under Regulation A, the SEC must qualify the offering statement before sales can be completed.

How do bonus shares affect the effective price?

An investor who qualifies for a 20% bonus receives 1.2 shares for each share paid for, which reduces the effective cost per share below the $1.60 headline price. Investors who do not qualify pay the full price.

What should readers watch?

Watch for amendments and a qualification notice on EDGAR, any change in the share count or price, and subsequent Form 1-K and 1-SA reports showing how much was actually raised and from whom.