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”
).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”
).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?
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
orPrivate 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 theOffering Circular
orPrivate Placement Memorandum
, as applicable, prior to investing with any issuer listed on the StartEngine website.Offering Circular
orPrivate 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
theOffering 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?