UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Securities registered under Section 12(b) of the Act:
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Securities registered under Section 12(g) of the Act:
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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).
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Item 5.03 2015 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2024, StartEngine Crowdfunding, Inc. (“StartEngine”) filed with the Secretary of State of Delaware an amendment to its Certificate of Incorporation to increase the number of shares of Common Stock, part value $0.00001 per share, that StartEngine is authorized to issue from 75,000,000 to 1,500,000,000 and to provide that as of May 6, 2024, each share of Common Stock outstanding shall be automatically, and with no further action by the holder of such share, split into twenty shares of Common Stock. The foregoing description is qualified in its entirety by reference to the full text of the Seventh Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On May 6, 2024, the Company’s Bylaws for the purpose of enhancing the company’s corporate governance and compliance with federal and state laws became effective. A copy of the Second Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
For details regarding these corporate actions, please see StartEngine’s Information Statement, filed March 25, 2024.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. All statements contained in this Quarterly Report on Form 8-K other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," 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 strategy, short-term and long-term business operations and objectives, and financial needs. Moreover, 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, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Seventh Amended and Restated Certificate of Incorporation |
| 3.2 | Second Amended and Restated Bylaws |
| 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: May 10, 2024 | By: | /s/ Howard Marks |
| Howard Marks | ||
| Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director |