FORM CRS

StartEngine Primary LLC - Client Relationship Summary (“CRS”) Effective July 14, 2023

StartEngine Primary LLC (

“we”, “us”, “our”, “SE Primary”

) is a registered broker-dealer with the U.S. Securities and Exchange Commission (

“SEC”

), and a member of the Financial Industry Regulatory Authority (

“FINRA”

) and the Securities Investor Protection Corporation (

“SIPC”

).

Brokerage and investment advisory services and fees differ, and it is important for you to understand the differences. Free and simple tools are available to research firms and financial professionals at Investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisers, and investing.

Relationships and Services

What investment services and advice can you provide me?

SE Primary facilitates the offerings of investments to retail investors through our online platform, Startengine.com. The investments available to you are primarily Regulation A+ and less frequently, Regulation D 506(c) offerings. A particular risk to our business model is that we do not offer a diversified menu of investments; we only make available to you Regulation A+ and private securities offerings with respect to which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited. Additional information about what a Regulation A+ offering is can be found at: https://www.sec.gov/smallbusiness/exemptofferings/rega.

SE Primary also offers the ability for retail investors to buy and sell securities through StartEngine Secondary, an alternative trading system, regulated by the SEC and operated by SE Primary. Additional information about StartEngine Secondary can be found at: https://www.startengine.com/investor-faq. In addition, SE Primary offers a bulletin board platform (

“SE Bulletin Board”

) on which users can indicate interests to buy or sell shares of companies that previously offered shares through Reg CF or Reg A offerings and can communicate with each other regarding the same. The SE Bulletin Board is distinct and separate from StartEngine Secondary. In order to access StartEngine Secondary or the SE Bulletin Board, you may need to be a member of the StartEngine Owner’s Bonus program which has a $275 annual fee (

“SE Owner’s Bonus”

).

Investments in all securities that we can make available to you through our various services are speculative, illiquid, and involve a high degree of risk, including the possible loss of your entire investment.

SE Primary may provide recommendations to you in certain instances; however we will not provide you with personalized advice based on your portfolio as to whether you should make or continue to hold a particular investment or as to which type of investments may be better suited for you. We will also not monitor any investments made or held by you, including on StartEngine Secondary.

Conversation Starters. Ask your SE Primary financial professional:

Given my financial situation, should I choose a brokerage service? Why or why not? How will you choose investments to recommend to me? What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?

Fees, Costs, Conflicts and Standard of Conduct

What fees will I pay?

You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on investments over time. Please make sure you understand what fees and costs you are paying.

If I invest in Regulation A+ or Regulation D offerings through SE Primary, what will I pay:

The

Offering Circular

or

Private Placement Memorandum

provided with each issuer’s offering has valuable information about fees, a company’s history, financial statements, conflicts of interest, and other important facts. It is highly recommended for you to read the

Offering Circular

or

Private Placement Memorandum

, as applicable, prior to investing with any issuer listed on the StartEngine website.

The fees charged by SE Primary in connection with each Regulation A+ and Regulation D offering are often paid for by the issuer out of the proceeds of the offering. In certain cases, investors may pay a convenience fee to SE Primary in excess of their investment amount of up to 3.5% of their investment. For example, if an offering is charging this fee, an investment of $100 will cost the investor $103.50. Whether or not this fee is being charged for a given offering can be found in the

Offering Circular

or

Private Placement Memorandum

, as applicable.

If I buy or sell securities on StartEngine Secondary or SE Bulletin Board through SE Primary, what will I pay:

The Subscriber Agreement that is signed during the investment account creation process has valuable information about fees and terms of use of StartEngine Secondary. It is highly recommended for you to read the Subscriber Agreement prior to buying or selling shares on StartEngine Secondary.

The fees charged by SE Primary in connection with either the purchase or sale of securities on StartEngine Secondary or SE Bulletin Board may be up to 5% of the transaction for both the buyer and the seller. In addition, membership in the SE Owner’s Bonus program, which has an annual fee of $275, may be required for access to both StartEngine Secondary and the SE Bulletin Board.

Conversation Starters. Ask your SE Primary financial professional:

Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?

Revenue Item

Item Description

Incentives or Conflicts Created

Revenue:

We receive fees from Regulation A+ and Regulation D sales.

Placement fees received from an issuer selling securities through SE Primary.

We receive placement fees from issuers when you invest in Regulation A+ or Regulation D offerings. Higher sales increase the placement fees we receive.

Additional Compensation:

We may receive warrants of up to 5% from an offering. The amount of warrants we receive from an issuer is based upon the total amount raised by SE Primary.

The

Offering Circular

for each issuer marketed on our website describes additional compensation (warrants) we may receive.

READ

the

Offering Circular

before investing.

Warrants we may receive have a holding period for a specified time frame. If we exercise (purchase) those warrants after the holding period, dilution occurs for all shareholders.

Revenue:

You will pay us commission fees from the secondary sale of securities on StartEngine Secondary or the SEBulletin Board.

Up to 5% of the price of the securities sold on StartEngine Secondary from the buyer and seller each.

SE Primary offers Regulation A+ offerings which may later trade on StartEngine Secondary or the SE Bulletin Board, and we will receive fees from their trading activity.

Conversation Starters. Ask your SE Primary financial professional:

How might your conflicts of interest affect me and how will you address them?

How do your financial professionals make money?

Our financial professionals earn a salary and a bonus based on performance. The amount of the bonus is based on a variety of factors — such as the performance of the financial professional, the performance of SE Primary’s business and the growth in revenue. The receipt of compensation influences the advice or recommendations that our financial professionals make to clients. Our financial professionals do not receive any type of transaction-based compensation.

Although your financial professional must make recommendations and provide advice that is in your best interest, their bonus structure may encourage your financial professional to act in a way that maximizes his or her compensation.

Do you or any of your associated persons have legal or disciplinary history?

No. Visit Investor.gov/CRS for a free and simple search tool to research us and our financial professionals.

Conversation Starters. Ask your SE Primary financial professional:

As a financial professional, do you have any disciplinary history? For what type of conduct?

Additional Information

If you would like additional, up to date information or a copy of the most recent Form CRS, please visit our website at https://www.startengine.com/form-crs. SE Primary’s Form CRS is available upon request by calling 1-800-861-1536.

Conversation Starters. Ask your SE Primary financial professional:

Who is my primary contact person? Is he or she a representative of a broker-dealer? Who can I talk to if I have concerns about how this person is treating me?

Important Message

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTMENTS ON STARTENGINE ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.

www.StartEngine.com is a website owned and operated by StartEngine Crowdfunding, Inc. (“StartEngine”), which is neither a registered broker-dealer, investment advisor nor funding portal.

Unless indicated otherwise with respect to a particular issuer, all securities-related activity is conducted by regulated affiliates of StartEngine: StartEngine Capital LLC, a funding portal registered here with the US Securities and Exchange Commission (SEC) and here as a member of the Financial Industry Regulatory Authority (FINRA), or StartEngine Primary LLC (“SE Primary”), a broker-dealer registered with the SEC and FINRA / SIPC. You can review the background of our broker-dealer and our investment professionals on FINRA’s BrokerCheck here. StartEngine Secondary is an alternative trading system (ATS) regulated by the SEC and operated by SE Primary. SE Primary is a member of SIPC and explanatory brochures are available upon request by contacting SIPC at (202) 371-8300.

StartEngine facilitates three types of primary offerings:

1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Primary, LLC (unless otherwise indicated). 2) Regulation D offerings (Rule 506(c)), which are offered only to accredited investors. These offerings are made through StartEngine Primary, LLC. 3) Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Capital, LLC. Some of these offerings are open to the general public, however there are important differences and risks.

Any securities offered on this website have not been recommended or approved by any federal or state securities commission or regulatory authority. StartEngine and its affiliates do not provide any investment advice or recommendation and do not provide any legal or tax advice concerning any securities. All securities listed on this site are being offered by, and all information included on this site is the responsibility of, the applicable issuer of such securities. StartEngine does not verify the adequacy, accuracy, or completeness of any information. Neither StartEngine nor any of its officers, directors, agents, and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy, or completeness of any information on this site or the use of information on this site.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk. It should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks, and you should complete your own independent due diligence regarding the investment. This includes obtaining additional information about the company, opinions, financial projections, and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment. See additional general disclosures here.

By accessing this site and any pages on this site, you agree to be bound by our Terms of use and Privacy Policy, as may be amended from time to time without notice or liability.

Canadian Investors

Investment opportunities posted and accessible through the site will not be offered to Canadian resident investors. Potential investors are strongly advised to consult their legal, tax and financial advisors before investing. The securities offered on this site are not offered in jurisdictions where public solicitation for offerings is not permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence.

California Investors Only – Do Not Sell My Personal Information (800-317-2200). StartEngine does not sell personal information. For all customer inquiries, please write to contact@startengine.com.

StartEngine Marketplace (“SE Marketplace”) is a website operated by StartEngine Primary, LLC (“SE Primary”), a broker-dealer that is registered with the SEC and a member of FINRA and the SIPC.

StartEngine Secondary (“SE Secondary”) is our investor trading platform. SE Secondary is an SEC-registered Alternative Trading System (“ATS”) operated by SE Primary that matches orders for buyers and sellers of securities. It allows investors to trade shares purchased through Regulation A+, Regulation Crowdfunding, or Regulation D for companies who have engaged StartEngine Secure LLC as their transfer agent. The term “Rapid,” when used in relation to transactions on SE Marketplace, specifically refers to transactions that are facilitated on SE Secondary, This is because, unlike with trades on the StartEngine Bulletin Board (“SE BB”), trades on SE Secondary are executed the moment that they are matched.

StartEngine Bulletin Board (“SE BB”) is a bulletin board platform on which users can indicate to each other their interest to buy or sell shares of private companies that previously executed Reg CF or Reg A offerings not necessarily through SE Primary. As a bulletin board platform, SE BB provides a venue for investors to access information about such private company offerings and connect with potential sellers. All investment opportunities on SE BB are based on indicated interest from sellers and will need to be confirmed. Even if parties express mutual interest to enter into a trade on SE BB, a trade will not immediately result because execution is subject to additional contingencies, including among others, effecting of the transfer of the shares from the potential seller to the potential buyer by the issuer and/or transfer agent. SE BB is distinct and separate from SE Secondary. SE Secondary facilitates the trading of securities by matching orders between buyers and sellers and facilitating executions of trades on the platform. By contrast, under SE BB, SE Primary assists with the facilitation of a potential resulting trade off platform including, by among other things, approaching the issuer and other necessary parties in relation to the potential transaction. The term “Extended”, when used in relation to transactions on SE Marketplace denotes that these transactions are conducted via SE BB, and that these transactions may involve longer processing times compared to SE Secondary for the above-stated reasons.

Even if a security is qualified to be displayed on SE Marketplace, there is no guarantee an active trading market for the securities will ever develop, or if developed, be maintained. You should assume that you may not be able to liquidate your investment for some time or be able to pledge these shares as collateral.

The availability of company information does not indicate that the company has endorsed, supports, or otherwise participates with StartEngine. It also does not constitute an endorsement, solicitation or recommendation by StartEngine. StartEngine does not (1) make any recommendations or otherwise advise on the merits or advisability of a particular investment or transaction, (2) assist in the determination of the fair value of any security or investment, or (3) provide legal, tax, or transactional advisory services.