Legion M Review 2026: Share Prices, Film Returns and Founder Control
Legion M is a fan-owned film company that has raised about $25 million from more than 60,000 investors since 2016, selling its own stock in eleven rounds at prices it sets, and since 2023 selling fans a share of individual films. Its filings show a loss every year, a going-concern warning, and film participations that have paid back 21% of the money raised so far; its two co-founders form the board and hold about 71% of the votes.
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What the data actually shows - TL;DR
A fan-owned film company that has sold its own stock in eleven company-priced rounds since 2016, lost money every year, carries a going-concern warning, has paid back 21% of the money raised for its first two film participations, and is controlled by its two founders.
Class A round prices, split-adjusted: Round 1 $0.70 (March 2016), Round 2 $0.75 (2017), Round 3 $0.83 (2018), Round 4 $0.89 (2018), Round 5 $1.00 (2019), Round 6 $1.07 (2019), Round 7 $1.20 average (2020), Round 8 $1.34 average (2021), Round 9 $1.65 (2022; effective $1.49 with bonus shares), Round 10 $2.10 (effective $1.82), Round 11 $2.25 (Form C filed May 28, 2026). Offering-implied equity valuation at $2.25 on 22.55 million Class A and 16.49 million Class B shares: about $88 million, before 4.8 million options and 0.6 million warrants.
Accumulated deficit at June 30, 2026, against additional paid-in capital of $26.4 million and total stockholders' equity of $381,970 (December 31, 2024: -$670,340). Net losses: $1.27M (2016), $1.92M, $2.41M, $3.65M, $2.23M, $2.94M, $2.83M, $2.81M, $3.55M (2024), $1.54M (2025), $0.89M (H1 2026).
FY2025 revenue ($1.74M film and events, $0.26M consumer products), up from $1.02M, mostly from My Dead Friend Zoe. Operating expenses $5.31M including $2.75M of impairments; other income $3.43M, mostly the $3.48M of film investor obligations removed from the balance sheet. H1 2026 revenue $642,383 (down 62%), including $505,495 of Fackham Hall participations.
Paid in 2025 to investors in the two film participations with disclosed distributions: $978,168 of $4,620,029 (21.2%). Shatner Shares $164,920 of about $750,000; My Dead Friend Zoe $813,248 of $3,870,029, on terms of 120% recoupment plus 50% of backend pro rata. Including the $164,590 the company projects for Zoe, about $1.14 million (24.7%).
The company derecognized $585,917 and $2,892,192. Zoe grossed about $1.25 million domestically after opening in about 780 theaters in February 2025 (The Numbers).
Cash at June 30, 2026, of which $477,532 was held by Fade to Black and MDFZ ($444,404 in the MDFZ collection account). Current loans payable $1,576,210, including Fade to Black's $500,000 bridge loan in default at year-end 2025 (20% interest, or conversion into Legion M stock at 50% of fair market value) and $800,000 of short-term loans.
Share of all votes held by Class B (16,492,620 shares at 10 votes each, against 22,548,148 Class A shares at one vote), and by the two founders personally (Scanlan 7,333,310 and Annison 5,982,510 Class B shares per the 1-K ownership table of April 30, 2026), AltStreet arithmetic on June 30, 2026 share counts. Directors: Paul Scanlan (CEO, CFO, treasurer) and Jeff Annison (president).
Offering costs recorded in H1 2026 ($174,495) as a share of Class A proceeds recorded in the same half-year ($499,221), across Round 10S (closed January 2026) and Round 11 (opened May 2026). Costs can lead the proceeds they relate to, so this is a period ratio, not the cost of any one round. Intermediary fees: StartEngine 7% to 13% (2025 and 2026 Form Cs); DealMaker 8.5% plus a $23,000 setup fee and $12,000 a month (February 2025 round) or 8.5% plus $5,000 (Film Fund).
The Legion M Film Funds (formed December 22, 2025; $1,629,540 raised by June 30, 2026, $1,298,540 in the 1099 Fund and $331,000 in the K-1 Fund) receive a pro rata share of gross receipts from Legion M's distribution positions until each fund has received 115% of its cash contribution, then roll proceeds into new positions. No management fee; Legion M holds all voting rights and the distributor contracts.
Sources: SEC EDGAR filings of CIKs 1674163, 1984812, 2047291 and 2111405 (FY2024 and FY2025 audited by dbbmckennon, with going-concern language; June 30, 2026 unaudited); legionm.com captured October 15, 2026; The Numbers for box office. Share prices are those set by the company for each round; no market price exists.
What's Actually Happening
In plain English, here is what is actually happening.
- 1Legion M is a small Hollywood company that sells its own shares online to film fans, as little as $100 at a time, through Wefunder, StartEngine and DealMaker. It has done this eleven times since 2016.
- 2The company sets each round's price. There is no established trading market or redemption program, so selling shares may be difficult or restricted.
- 3It earns money from films, merchandise and events, about $2 million in 2025, and spends more than it earns.
- 4Since 2023 it has also sold fans a direct share of individual films, paid from what each film earns after distributors and other costs.
- 5In 2026 it started two film funds that put money into marketing other studios' releases, with each fund's return from a film capped at 1.15 times what it put in.
- 6The two founders are the only directors and hold most of the votes.
Quick Verdict
Is this platform right for you?
Legion M has kept a crowdfunded film company running for ten years and attached its name to real films, and its reports explain its film waterfalls and obligations in detail. The investment case rests on a future sale or listing that the founders control, because the company has not been profitable and its first two film participations have paid back 21% so far. The new Film Funds take a shorter-cycle approach, marketing positions in other studios' films with a return capped at 1.15x, and have no completed position yet.
Best for
- Film fans who want to own a piece of a fan-owned studio and take part in its community, and can lose the money
- Investors who understand early-stage company risk and read each round's Form C
Avoid if
- You need to be able to sell or redeem
- You read the rising round price as a return
- You want a say in how the company is run
- You expect film participations to repay in full
Top strengths
- A ten-year filing record: ten audited annual reports (the FY2019 report filed late under the SEC's COVID relief; the 2016 statements restated, adding $28,179 to that year's loss), ten semiannual reports and a Form C for every Reg CF round, with film waterfalls, impairments and obligations explained in the notes
- A large investor base (about 60,000) and a portfolio of produced, co-financed and distributed films with established partners
- Low minimums ($100 and up) and no fee charged to investors directly
- Film Funds with no management fee and a contractual share of gross receipts from the first dollar
Key limitations
- Net losses every year since 2016 and going-concern language from the auditor
- Company-set round prices with no established market or redemption
- Film participations repaid 21% on the two films with disclosed distributions
- Founder control of the board and about 71% of the votes
Where It Fits
Where Legion M fits relative to the alternatives.
Equity in a fan-owned film company, bought in crowdfunding rounds
If you want
To own a small piece of a studio and take part in its community, at $100 or more
Use
Legion M Class A stock, the instrument this review covers
A crowdfunded studio that is now publicly traded
If you want
Film and streaming exposure with a market price and quarterly reporting
Use
Angel Studios (see AltStreet's review), which raised from fans under Reg A and now trades publicly
A share of a single film's receipts
If you want
To back one project and be paid from its waterfall
Use
Legion M's film participations or Angel's project offerings; read each waterfall first
Compare Before Deciding
Where Legion M fits against alternatives
Use these hooks to pressure-test whether this is the right platform, or whether a nearby alternative matches the job better.
Overview
Platform Overview
A concise read on what the platform is, how the structure works, and where the practical friction shows up for real investors.
Development, production, co-financing, distribution and merchandising of films and related media by a Delaware C corporation funded mainly by selling its own Class A stock to fans under Reg CF, Reg A Tier 2 and Reg D, with film-specific participations (MDFZ, LLC; Fade to Black LLC; Shatner Shares) and film distribution funds (Legion M Film Fund 1099 and K-1) sold alongside.
The company has since run eleven rounds of Class A stock through Wefunder, StartEngine and DealMaker under Reg CF, Reg A Tier 2 and Reg D, and reports raising over $25 million from more than 60,000 investors. It has played roles in films with partners such as NEON, Bleecker Street and Saban (Colossal, Mandy, Jay and Silent Bob Reboot), produced The Man in the White Van, William Shatner: You Can Call Me Bill and My Dead Friend Zoe, and has Fade to Black in post-production. It distributed Memory: The Origins of Alien and Fackham Hall with partners.
In December 2025 it formed two Film Funds to co-finance marketing for other studios' releases. It had four full-time employees at December 31, 2025 and operates from coworking space in Century City.
Platform Model
Direct issuer that sells its own stock and film participations through third-party funding portals; film development, production, co-financing and distribution with partners
Primary Function
Fund a fan-owned entertainment company and its films from crowdfunding rounds
Target Users
Film fans and retail investors, accredited or not, from $100 per round
Instruments
Class A Common Stock; film participations (Shatner Shares, MDFZ, Fade to Black); Film Fund LLC interests at $10
Verification Strategy
Reg A Tier 2 reporting (audited 1-K, 1-SA, 1-U) and Reg CF annual reports; film receipts through collection account managers
Investment Structures
Reg A files 024-10678, 024-10877, 024-11288 (withdrawn) and 024-11966; Reg CF files 020-22837 to 020-37125; film vehicles under CIKs 1984812, 2047291 and 2111405
ASHow It Works
- The company opens a round at a price it sets, sells shares through a funding portal with bonus shares at higher tiers, and pays the portal 7% to 13% or more
- It spends the proceeds on development, production, marketing and staff, and earns revenue from film participations, distribution, events and merchandise
- For a film, it forms or uses a vehicle that sells fans a share of receipts, paid through a collection account after distributors and costs
- Shareholders hold until a sale or listing, which the founders' votes decide
Key Gaps & Non-Disclosures
- Round price methodology
- Status of film investors' rights beyond projected amounts
Platform Intelligence
Legion M timeline
Key platform events, regulatory turns, liquidity stress points, and product launches that shape how the review should be read.
One of the first Reg CF offerings
Legion M (formed March 4, 2016) opens Round 1 on Wefunder on May 16, 2016, the first day of Reg CF, at $0.70 split-adjusted; $999,999 raised plus Reg D sales.
First Reg A offering
Reg A Tier 2 (024-10678) opens Round 2 at $0.75 split-adjusted.
Round 8 on StartEngine
The company's largest round to that point, $3.45 million raised at an average $1.34.
Fourth Reg A offering
Reg A 024-11966 opens Round 9 at $1.65.
Shatner Shares; MDFZ financing
About $750,000 raised for the Shatner documentary (Reg CF and Reg D via a Wefunder SPV); MDFZ, LLC raises $3.87 million for My Dead Friend Zoe in 2023.
My Dead Friend Zoe released
The film opens in about 780 theaters in February 2025 (domestic gross about $1.25 million); Universal takes international rights. Round 10 at $2.10.
First film distributions; obligations written down; Film Funds formed
FY2025: $978,168 paid to Shatner and Zoe investors (21% of the amount raised) and $3.48 million of their obligations derecognized; Fade to Black bridge loan in default; Film Funds formed December 22.
Round 11 at $2.25
Form C filed May 28, 2026 through StartEngine; the June 2026 report repeats the going-concern warning.
Investment Structures
Class A Common Stock (Reg CF, Reg A Tier 2 and Reg D rounds)
One vote per share; Class B has ten. Sold in eleven rounds since 2016 at company-set prices with bonus shares for larger investments. The current round (020-37125, StartEngine) is at $2.25 a share up to $999,999 per the Form C, with a deadline of October 26, 2026.
No dividends have been paid; there is no redemption program or established trading market. Subject to a drag-along in a sale approved by the board and a majority of votes.
Film participations (Shatner Shares; MDFZ, LLC; Fade to Black LLC)
Fans buy a share of a single film's receipts through Reg CF and Reg D, paid through each film's collection account after distribution fees and costs. Zoe and Fade to Black promise recoupment plus a 20% premium and 50% of backend pro rata; Shatner Shares recoup 100% and then take 33% of net profits. Distributions to date are in the summary.
Legion M Film Funds (1099 and K-1)
Non-voting LLC interests at $10. The 1099 Fund sells under Reg CF (DealMaker) and Reg D; the K-1 Fund under Reg D only. The funds co-finance Legion M's marketing positions in other studios' releases (Fackham Hall, Coyote vs. Acme, Nimrods) for receipts up to 115% of each contribution and reinvest automatically. No management fee; each fund pays its own platform, legal and audit costs.
Risk
Risk Structure
This is where the marketplace pitch gives way to the actual operating reality: delayed exits, limited disclosure, fee drag, and path-dependent outcomes.
Offering-Priced Shares, No Established Exit
Each round's price is set by the company. There is no established trading market or redemption program; value is realized through a sale or listing.
Founder Control
A two-person board of the co-founders, who hold about 71% of the votes through Class B; a drag-along on Class A.
Film Waterfalls
Film investors are paid only from each film's receipts after distributors and costs, with no recourse to the company's other assets.
Going Concern and Dilution
The company needs new capital to keep operating, and a defaulted bridge loan can convert into stock at half its fair market value.
Why it matters
Each new round and any conversion dilutes holders, and a failed raise could end operations.
Mitigation / verification
Read the going-concern note and the loans payable note in each 1-K and 1-SA (CIK 1674163).
Film Recoupment
Film participations depend on box office and distribution receipts, and Fade to Black's investors rank behind its lenders.
Why it matters
A participation can lose most of its value even when the film is released and distributed.
Mitigation / verification
Read each film's waterfall in the Form C and the latest 1-K note on future production obligations.
Film Fund Concentration and Cap
The Film Funds are new, hold a few positions and cap each position's return at 1.15x while bearing the downside of a weak release.
Why it matters
The upside is limited by contract; the downside is not.
Mitigation / verification
Track Fackham Hall, Coyote vs. Acme and Nimrods receipts in the 1-SA and the Film Fund Form C-AR.
Biggest Misconceptions & What Actually Happens
- Legal scan (October 15, 2026; federal dockets, FINRA, SEC; state dockets not searched directly): no SEC, FINRA or state action and no suit naming Legion M as a defendant located. The company is a creditor in the Chicken Soup for the Soul Entertainment bankruptcy (Screen Media royalties, a claim of about $24,000).
- The derecognized film obligations are an accounting estimate; see Analysis for the open question on investors' remaining rights.
Regulatory & Legal Posture
Security Status
Securities: Class A Common Stock under Reg A Tier 2 (024-11966) and Reg CF (020-37125 and earlier); film participations and Film Fund interests under Reg CF and Reg D; the company is not a broker-dealer or investment adviser
Reg A Tier 2 reporting since 2017; each Reg CF round has a Form C, progress updates and annual reports. Funding portals act as intermediaries. Qualification and Form C filing are not approval. Reg CF securities carry a one-year resale restriction.
Disclosure Quality
Detailed on films, waterfalls, impairments and obligations; limited on how round prices are set and on cap-table timing.
Custody Model
Subscriptions escrowed by the funding portal; share records maintained with the funding platform; film receipts through collection account managers
Regulatory Backing
Investor protections are disclosure-based. The June 2026 report estimated recent share issuances pending cap-table data from the funding platform.
Tax Treatment
Reporting
None for Class A stock until sold; K-1 for MDFZ and Fade to Black participations; Form 1099 for the 1099 Film Fund; K-1 for the K-1 Film Fund
Legion M is a C corporation and has paid no dividends.
Income Character
Capital gain or loss on Class A stock when sold or on a sale of the company; film participation income as allocated by each vehicle
A loss on Class A stock is generally recognized only on disposition or worthlessness. Film vehicles allocate income and losses through K-1s or report distributions on Form 1099.
Limitation
Consult the tax sections of each offering document and a tax adviser.
Special Considerations
- Bonus shares lower the effective cost basis per share
- K-1 vehicles can deliver tax forms later than Form 1099
Account Suitability
Taxable
Most investors buy in taxable accounts through the funding portals.
Roth IRA
Possible only through a self-directed custodian that accepts private securities; illiquid.
Traditional IRA
As for a Roth.
HSA
Not mentioned by the company.
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AltStreet Data Layer
What the data actually shows
AltStreet rebuilt the round-price history, the loss record and the film investors' distributions from the filings.
Offering price up, book equity down
Round price $0.70 to $2.25 while stockholders' equity fell to $381,970 and the deficit reached $26.0 million.
What this means
The offering-implied valuation has no market or balance-sheet check.
Film participations: 21% paid
$978,168 paid of $4.62 million in 2025; about 25% if the projected $164,590 is paid; $3.48 million derecognized.
What this means
The company's own projection is that most of the money raised will not be repaid.
Fundraising funds operations
Going-concern language in the FY2025 audit and the June 2026 report.
What this means
Each round's size and cost matter to every holder.
Data as of 2026-10-15 . AltStreet review evidence layer . Public-source analysis
Full datasetDecision Fit
Investor Fit
Who this works for, who it does not, and what level of patience and complexity tolerance the platform really demands.
retail
Suits fans who want to be part of the company and can lose the amount invested.
Investors Seeking Financial Returns
No income and no demonstrated shareholder return on the filed record.
institutional
Small rounds and founder voting control.
Tradeoffs
Key Tradeoffs
The attraction of pre-IPO access is real, but every benefit comes bundled with a corresponding liquidity, transparency, or pricing cost.
Community vs Control
About 60,000 owners; the founders hold the board and a voting majority.
Access vs Exit
$100 minimums; no established way to sell.
Film Upside vs Recoupment
A direct share of a film's receipts, unsecured.
Avoid
Who This Is Not For
This section should be read as a filter, not an afterthought. If you need income, simplicity, or near-term access to capital, the structure is working against you.
Investors Who Need Liquidity
There is no established market and no redemption.
Investors Expecting Film Investments to Repay
Repayment depends on each film's receipts; see the distributions to date.
Investors Who Want Governance Rights
The founders form the board and hold a voting majority.
Editorial View
AltStreet Perspective
The compressed version of the review: what matters, what marketing tends to obscure, and how we would frame the platform for a serious allocator.
Verdict
Legion M is an operating film company with a real community and a slate of released films, and its filings state plainly that it needs new money to continue. The facts an investor should weigh are the ones round marketing doesn't lead with: a price the company sets, a loss every year, film participations that have paid back 21% so far, and founders who control the outcome. The filed record does not demonstrate positive returns for company shareholders; buying in is best understood as backing a project you want to see made.
Positioning
Compared with Angel Studios, the other fan-funded studio AltStreet covers, Legion M is far smaller, has no market for its shares and remains founder-controlled; Angel raised from fans under Reg A and now trades publicly with $321.56 million of FY2025 revenue. Compared with other single-asset crowdfunding, its film participations carry production and box-office risk with no collateral.
The Bottom Line
A fan-owned film company with company-set share prices, a loss every year, film participations that have paid back 21% so far, and founder control.
Action
Next Steps
If you still want to engage after reading the review, these are the practical next moves that reduce avoidable mistakes.
Read the latest 1-K and 1-SA on EDGAR (CIK 1674163), especially the going-concern note, future production obligations and loans payable.
For a film or Film Fund investment, read that offering's Form C and waterfall (CIKs 1984812, 2047291, 2111405).
Ask the company how each round's price is set and whether Zoe and Shatner investors keep rights to further receipts.
Compare with Angel Studios if you want a fan-funded studio with a market price.
Final Answer
What this means for your decision.
Finding
The share price has risen in every round while the company has lost money every year
Meaning
Legion M sets the price of each round: $0.70 (split-adjusted) in 2016, $1.65 in 2022, $2.10 in 2024 to 2025 and $2.25 in the round filed in May 2026 (Form C 020-37125). Over the same years it reported a net loss every year, an accumulated deficit of $26.0 million and book equity of $381,970 at June 30, 2026 (1-SA). At $2.25 the Class A and Class B shares outstanding imply an equity valuation of about $88 million, against 2025 revenue of $2.0 million. The price is an offering price that no market or independent valuation has tested.
Action
Read the round price as the valuation the company is offering at, not one a market has confirmed, and don't treat the rising price as a realized gain.
Finding
Fans who financed individual films have been paid back 21% so far
Meaning
Investors put about $750,000 into 'Shatner Shares' for William Shatner: You Can Call Me Bill and $3,870,029 into My Dead Friend Zoe, which promised the money back plus a 20% premium before any profit split. In 2025 the company paid $164,920 and $813,248, 21% of the $4.62 million raised. It then removed $585,917 and $2,892,192 from its balance sheet as amounts it does not expect to pay, while projecting $164,590 more for Zoe; if that is paid, recoveries reach about 25% (1-K FY2025, Notes 3 to 5). Whether investors' rights to further receipts continue is not settled in the filings (see Analysis).
Action
Before buying a film participation, read the waterfall in its Form C and ask what share of earlier Legion M film investors have been repaid.
Finding
The company depends on new money to keep operating
Meaning
The FY2025 audit opinion and the June 2026 report both carry going-concern language, and the June 2026 report says 'We do not have enough cash on hand to fund our operations for the next twelve months.' At June 30, 2026 cash was $743,264, of which $477,532 sat in the film subsidiaries. A $500,000 Fade to Black bridge loan was in default at year-end 2025, with the lender able to charge 20% or convert into Legion M stock at half its fair market value (1-SA).
Action
Size any purchase on the assumption that further rounds are needed, and check whether the bridge lender converts, which would dilute holders.
Finding
The founders control the board and a majority of the votes
Meaning
The board is the two co-founders, Paul Scanlan (also CEO, CFO and treasurer) and Jeff Annison (president). Class B shares carry 10 votes each and hold about 88% of all votes; the founders' own 13.3 million Class B shares (1-K ownership table) amount to about 71%. Class A shares carry a drag-along obliging holders to support a sale the board and a majority of votes approve (2022 offering circular).
Action
Buy Class A stock knowing the founders can decide a sale or listing without other holders' votes.
If you read nothing else
Legion M has built a community of about 60,000 fan investors around a company that has produced, financed or distributed a string of films, and it reports in detail. The filed record does not demonstrate positive returns for company shareholders, and the two film participations with disclosed distributions have returned approximately 21% of contributed capital so far. It suits fans who want to be part of the project and can lose what they put in.
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Deal Intelligence →Appendix
Sources, Disclosures, and Supporting Context
The lower section is structured like a report appendix: relationship context first, adjacent reading second, and evidence last.
Report Appendix
Disclosure
Relationship and compensation context
+
Report Appendix
Disclosure
Relationship and compensation context
Report Appendix
Comparison Guides
Head-to-head guides featuring Legion M
+
Report Appendix
Comparison Guides
Head-to-head guides featuring Legion M
Report Appendix
Related Resources
Adjacent platform comparisons, frameworks, and category links
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Report Appendix
Related Resources
Adjacent platform comparisons, frameworks, and category links
Further Reading
Related Resources
Adjacent frameworks and reviews that help place the platform in a broader allocation or due-diligence context.
Frameworks
Similar Platform Reviews
- Angel Studios
A fan-funded studio that raised under Reg A and now trades publicly, at a far larger scale.
- GigaStar
Reg CF revenue shares in creators' YouTube channels rather than films.
Report Appendix
Evidence & Methodology
3,711 cited passages on file; sources, scope, and how the review was assembled
+
Report Appendix
Evidence & Methodology
3,711 cited passages on file; sources, scope, and how the review was assembled
Evidence on file
3,711 supporting passages on file for Legion M and its offerings from 118 source documents, 50 discrepancies flagged. Each passage records the metric it supports, the value read from the document, the page, and the verbatim text where the document has it. Terminal subscribers read the passages; open them in the terminal.
- Cited passages
- 3,711
- Source documents
- 118
- Analyst verified
- 0
- Discrepancies flagged
- 50
ASReview Evidence
Methodology
Three sources: (1) all 132 EDGAR filings of CIKs 1674163, 1984812, 2047291 and 2111405, including ten 1-Ks, ten 1-SAs, four Reg A offering statements, every Form C with its Wefunder attachments and the Form Ds; (2) legionm.com (122 pages) captured October 15, 2026; (3) a legal scan the same day (CourtListener, BrokerCheck, IAPD, SEC releases, general searches) and The Numbers for box office.
Scope
Company-level filings and the issuer's own statements. Investor-level results exist only for the two film participations with disclosed distributions; round prices are company-set; several Wefunder Form C attachments are image-only and were read through their form data.
Key Findings
- *Going concern (1-K FY2025): 'These factors, among others, raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time without raising additional funding.' 1-SA June 2026: 'We do not have enough cash on hand to fund our operations for the next twelve months.'
- *Shatner Shares (1-K Note 4): about $750,000 raised in Q1 2023; in 2025 'the Company disbursed $164,920 to Shatner Shares investors through the contractual waterfall and recognized a $585,917 gain on the release of the Shatner future production obligation ... reflecting the portion of the obligation that the Company estimates will not be paid.'
- *My Dead Friend Zoe (1-K Notes 3 and 5): MDFZ raised $3,870,029 ($777,075 Reg D and $773,954 Reg CF on Wefunder, $2,259,000 private Reg D); 'the Company repaid $813,248 to MDFZ investors'; '$2,892,192 of the MDFZ future production obligation has been derecognized'; 'A residual liability of $164,590, representing the net present value of amounts projected to be paid to investors through the waterfall'; investors were to 'recoup $500,000 + 20% = $600,000 total recoupment +20% of 50% of the backend' on a $500,000 example.
- *Fade to Black (1-K Note 6 and MD&A): about $3.07 million raised including $694,468 Reg CF in 2025; 'the Company was in default under the bridge loan agreement'; upon default the lender may charge '20% per annum' or 'convert the outstanding principal, premium, and unpaid accrued interest into Legion M stock at 50% of the applicable fair market value.'
- *Film Funds (1-SA): '$1,629,540 from investors, consisting of $1,298,540 in the 1099 Fund and $331,000 in the K-1 Fund'; 'a pro rata share of gross receipts until each Fund has received 115% of its cash contribution'; 'Legion M holds a single Voting Interest carrying all voting power'.
- *Equity (1-SA): Class A 22,548,148 and Class B 16,492,620 shares; accumulated deficit $(26,037,897); total stockholders' equity $381,970; 'The Class B Common Stock carries a voting rights preference of 10 votes per share'; H1 2026 Class A proceeds $499,221 and offering costs $174,495; share quantities 'estimated from recorded proceeds pending receipt of capitalization table detail from the Company's funding platform.'
- *Ownership (1-K FY2025, as of April 30, 2026): Paul Scanlan '7,333,310 shares of Class B Common Stock' (44.5% of class); Jeff Annison '5,982,510 shares of Class B Common Stock' (36.3%).
- *Round prices (2022 circular, 'Legion M Share Price Over Time'): Round 1 March 2016 $0.70 to Round 9 July 2022 $1.65; Round 10 $2.10 (1-K FY2025); Round 11 $2.25 (Form C 020-37125).
- *Drag-along (2022 circular): Class A holders agree that if 'the company's board and the holders of a majority of the votes ... vote in favor of a sale of the Company, then such holder of Class A Common Stock will vote in favor of the transaction.'
- *Intermediary compensation (Form C): StartEngine '7 - 13 percent' (2025 and 2026); DealMaker 'a 8.5% fee on the amount raised ... a $23,000 set up fee and $12,000/month while the offering is open' (February 2025).
AltStreet Data Layer
AltStreet EDGAR read of four entities, 132 filings and the legal record (2026-10-15)
AltStreet holds 21 offering records across four entities (2016 to 2026), every 1-K and 1-SA since FY2016 in the performance history, distributions to date on two film participations (none is a completed exit) and fee details for the current rounds.
- Round prices: $0.70 (2016) · $1.00 (2019) · $1.65 (2022) · $2.10 (2025) · $2.25 (2026)
- Accumulated deficit $26.0M; equity $381,970 (June 2026)
- Film participations: $978,168 paid of $4.62M in 2025 (21%); about 25% with the projected residual
- Votes: Class B about 88%; the two founders about 71%
Source: SEC EDGAR (CIKs 1674163, 1984812, 2047291, 2111405) + legionm.com + legal scan, October 15, 2026
Primary Source Pages
Comparable Platforms
- Angel Studios
Fan-funded studio, now publicly traded.
- GigaStar
Reg CF creator revenue shares.
FAQ
Frequently Asked Questions
High-intent search questions answered directly, without making users hunt through the full review.
What is Legion M?
A Los Angeles entertainment company, founded in 2016, that sells its own stock to film fans through crowdfunding and uses the money to develop, produce, co-finance and distribute films. It reports raising over $25 million from more than 60,000 investors.
Is Legion M a good investment?
The filed record does not demonstrate positive returns for company shareholders: the company has lost money every year since 2016 and carries a going-concern warning, and the two film participations with disclosed distributions have paid back 21% so far. It suits fans who can lose what they invest.
How is Legion M's share price set?
By the company, for each round. It has risen from $0.70 (split-adjusted) in 2016 to $2.25 in 2026, which implies an equity valuation of about $88 million. No market tests that price.
Can I sell my Legion M shares?
There is no established trading market and no redemption program, and Reg CF shares carry a one-year resale restriction, so selling may be difficult or restricted. Holders would realize value mainly through a sale of the company or a listing, which the founders' votes decide.
What happened to My Dead Friend Zoe investors?
They put in $3,870,029 on terms of their money back plus 20% before profits. In 2025 the company paid $813,248 (21%) and removed $2.89 million of the obligation from its balance sheet, projecting $164,590 more (which would bring the total to about 25%). The filings describe the write-down both as a lower revenue projection and as a contractual expiration, so whether further receipts would reach investors is not settled.
What are the Legion M Film Funds?
Two funds formed in December 2025 that co-finance marketing for other studios' releases. Each fund receives receipts until it has 115% of its contribution, then reinvests. They charge no management fee; Legion M holds all voting rights.
Who controls Legion M?
Co-founders Paul Scanlan and Jeff Annison, its only directors. Class B shares carry ten votes each and hold about 88% of the vote; the founders' own Class B shares amount to about 71% of all votes.
Has Legion M paid its investors?
Not on its stock: Legion M has paid no dividends, and the rising share price is the price the company sets for each new round. The only cash paid to investors is on film participations: $978,168 in 2025 to Shatner Shares and My Dead Friend Zoe investors, 21% of the $4.62 million they put in, with $164,590 more projected for Zoe.
What is the difference between Legion M stock and the Legion M Film Fund?
Class A stock is equity in the company, with one vote per share and value that depends on a sale or listing. The Film Funds sell non-voting $10 LLC interests that share gross receipts from Legion M's marketing positions in other studios' films until each fund has 115% of its contribution, then reinvest. Fund holders own no Legion M stock, and stockholders receive nothing from the funds' receipts.
Is Legion M planning an IPO?
Not on the record AltStreet reviewed. In a 2021 press release the CEO said 'our goal is to IPO in 2-5 years' while adding that the company could not promise it; Legion M had not listed by October 2026, and its FY2025 annual report mentions an initial public offering only in its warrant terms.
Can non-accredited investors buy Legion M?
Yes. Class A rounds run under Reg CF and Reg A, and the 1099 Film Fund under Reg CF, all open to non-accredited investors within Reg CF investment limits. The K-1 Film Fund is sold under Reg D only.
How does Legion M compare with Angel Studios?
Both raised from fans, but Angel Studios is much larger and now publicly traded (ANGX), while Legion M remains private, founder-controlled and has no market for its shares. Angel's capped single-film preferred has repaid investors in full on two offerings; Legion M's film participations have repaid 21% so far. AltStreet's guide compares the two product by product.