StartEngine Ends Its $38 Million Reg A Offering Without Issuing Shares, Says $2.3 Million Is Being Returned
The crowdfunding platform's parent terminated its own Regulation A stock offering on October 27. Its quarterly report says about $2.3 million of investor money sat with a third-party escrow agent, never reached the company, and is being returned.
Key facts
5- StartEngine Inc.'s 10-Q for the quarter ended September 30, 2026 (filed October 29, 2026, accession 0001104659-26-120097) states: 'On October 27, 2026, the Company terminated its Regulation A offering, which commenced on July 21, 2026.'
- The 10-Q states that investor funds of approximately $2.3 million 'were held in escrow by a third-party escrow agent and were never released to the Company, and no shares of common stock were issued in the offering', and that 'these funds are being returned to investors'.
- StartEngine expensed $1,441,688 of offering costs for the terminated offering in the third quarter of 2026.
- The offering circular of July 20, 2026 (file 024-12776) sought up to $38,000,000 of gross proceeds at $1.60 a paid share: $26,600,000 for StartEngine and $11,400,000 for selling stockholders. Including up to 4,750,000 bonus shares, the offering was valued at $45,600,000 against the $75 million Tier 2 limit.
- A Form 8-K filed November 5, 2026 (accession 0001104659-26-123268) reports the termination and cites SEC File No. 024-12778, which EDGAR assigns to WUND Healing Biopharmaceuticals, Inc.
StartEngine Inc. ended its own Regulation A stock offering on October 27, 2026 without issuing shares, the crowdfunding platform's parent disclosed in its quarterly report. The offering sought up to $38 million in gross proceeds. StartEngine said approximately $2.3 million in investor funds was held by a third-party escrow agent, was never released to the company, and is being returned to investors.
The offering
The offering opened on July 21, 2026, under an offering circular dated July 20 (file 024-12776). Paid shares were priced at $1.60, with a minimum investment of $500.80. Of the $38,000,000 maximum cash proceeds, $26,600,000 would have gone to StartEngine and $11,400,000 to selling stockholders. Investors could also receive up to 4,750,000 bonus shares; counting them, the circular valued the offering at $45,600,000 toward the $75 million Tier 2 limit.
The 10-Q, filed October 29, gives no reason for the termination. It records $1,441,688 of offering costs for the offering as an expense in the third quarter, since no shares were issued.
Investor money
The circular states that if the company terminates the offering while investor funds are held in escrow, 'those funds will promptly be refunded to each investor without deduction or interest'. According to the October 29 filing, the approximately $2.3 million 'are being returned to investors'; the filing describes refunds in progress, not completed.
StartEngine has sold its own stock to its users through Regulation A before, under offerings qualified on November 1, 2024 (file 024-12506) and September 18, 2025 (file 024-12653). Its platform continues to host offerings by other companies; the termination concerns only the parent's own offering.
The November 5 report
StartEngine also reported the termination in a Form 8-K filed November 5, stating that it 'did not issue any securities under this offering'. The 8-K identifies the offering as SEC File No. 024-12778. On EDGAR, that file number belongs to WUND Healing Biopharmaceuticals, Inc.; StartEngine's July offering is 024-12776.
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