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~~May 145, ~~2024~~2025

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, 3^rd 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.

OnAppointment ~~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~~Financial 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~~On ~~other~~May ~~named executive officers~~5, ~~Johanna Cronin and Josh Amster~~2025, ~~were also granted stock options under~~ the ~~Plan by the~~ Board ~~such~~of ~~that~~Directors ~~each~~of ~~received 1~~StartEngine Crowdfunding,~~000,000~~ ~~stock options having an exercise price of $1~~Inc.~~25,~~ ~~vesting~~(the ~~over~~“Company”) ~~four~~appointed ~~years~~Hunter ~~and~~Strassman ~~expiring~~to onserve ~~June 14, 2034. The Plan has been filed~~ as ~~Exhibit~~the ~~10.1,~~Company’s ~~and~~Chief ~~Mr.~~Financial ~~Marks~~Officer ~~employment~~and ~~agreement~~Principal ~~has~~Accounting ~~been~~Officer, ~~filed~~effective as ~~Exhibit~~of ~~10.2~~May 5, ~~to the Company’s 2023 Form 10-K~~2025.

~~Forward-Looking~~Hunter ~~Statements~~Strassman has been serving as VP of Finance since October 2021 and was responsible for the finance and operations of StartEngine. Prior to that he served as our Director of Finance from April 2021 to October 2021. Prior to joining StartEngine, Hunter worked as the Director of Finance at AlphaFlow, a real estate asset management platform (November 2018 to April 2021). From July 2017 to November 2018, Hunter was the Senior Controller at Karbone Inc., a leading renewable energy brokerage. From January 2017 to July 2017, Hunter was the assistant controller at ACT Commodities. Hunter began his career at the public accounting firm Grant Thornton in their New York office, where he focused on hedge funds, private equity and fund of funds.

~~This Current~~Hunter ~~Report~~received onhis ~~Form 8-K~~bachelor’s ~~contains forward-looking statements. All statements contained~~ in ~~this Quarterly Report on Form 8-K~~accounting ~~other~~from ~~than~~Bentley ~~statements of historical fact~~University, ~~including statements regarding our future results of operations~~ and ~~financial~~a ~~position,~~Masters ~~our business~~in ~~strategy~~Taxation ~~and~~from ~~plans,~~Baruch ~~and~~College. ~~our~~Hunter ~~objectives~~is ~~for~~a ~~future~~licensed ~~operations,~~CPA ~~are~~in ~~forward-looking~~the ~~statements.~~State ~~The~~of ~~words~~New ~~"believe~~York,~~" "may,"~~ ~~"will,"~~is ~~"estimate,"~~a ~~"continue," "anticipate," "intend," "expect,"~~member 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~~the ~~strategy~~AICPA, ~~short-term~~ and ~~long-term~~holds ~~business~~the ~~operations and objectives, and financial needs.~~Series ~~Moreover~~7, ~~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~~63, ~~nor can we assess the impact of all factors on our business or the extent to which any factor~~24, or27 ~~combination~~and of65 ~~factors,~~certifications ~~may cause actual results to differ materially~~ from ~~those contained in any forward-looking statements we may make~~FINRA. InHe ~~light~~has ofalso ~~these~~passed ~~risks, uncertainties and assumptions,~~ the ~~future~~CISA ~~events~~ and ~~trends~~CRISC ~~discussed~~exams ~~in this Current Report on Form 8-K may not occur and actual~~administered ~~results~~by ~~could differ materially and adversely from those anticipated or implied in the forward-looking statements~~ISACA.

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.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits.

		STARTENGINE CROWDFUNDING, INC.
		(Registrant)

Date: May 6, 2025	By:	/s/ Howard Marks
		Howard Marks
		Chief Executive Officer and Director

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

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