Q: When is Form D due?
A: Within 15 calendar days of the offering's first sale, or the next business day if the deadline falls on a weekend or holiday.
Form D
Notice of Exempt Offering of Securities
Definition
Form D is the brief notice a company files with the SEC after it sells securities in a private offering that is exempt from registration under Regulation D (Rules 504 or 506) or Section 4(a)(5) of the Securities Act of 1933. It is a notice, not a registration statement: it tells regulators and the public that an unregistered offering is under way, without the audited financials or detailed disclosure of a prospectus.
Because private funds and companies of every size file it, Form D is one of the few public windows into private capital raising.
Details
The deadline is set in 17 CFR 239.500. Each new offering needs a notice within 15 calendar days of its first sale, rolling to the next business day if that day falls on a weekend or holiday. The form's instructions define the first sale as the date the first investor is irrevocably committed to invest, which can be the day the issuer receives a subscription agreement or check.
The notice discloses the issuer's identity and industry group, its executive officers, directors, and promoters, a revenue range or net asset value range (which the issuer may decline to disclose), the exemption claimed, the type of securities, the minimum investment, total offering amount and amount sold, the number of investors, and any sales commissions and proceeds paid to insiders.
An amendment is required to correct a material mistake, to reflect certain changes, and annually while an offering is continuing. The exemption boxes matter. Rule 506(b) caps sales at 35 purchasers who are not accredited investors in any 90-calendar-day period and restricts how the offering is marketed. Rule 506(c) lifts that marketing restriction but requires every purchaser to be accredited and the issuer to take reasonable steps to verify it.
For an investor, a Form D filed by a listed company flags a private raise that may dilute existing holders, and the amount-sold and investor-count fields show how much has actually been placed.
FAQ
Q: Does filing a Form D mean the SEC approved the offering?
A: No. Form D is a notice that the issuer is relying on an exemption from registration, not a request for approval. Filing it does not establish that the exemption actually applies.
Q: What is the difference between Rule 506(b) and 506(c)?
A: Rule 506(b) limits how the offering is marketed and allows up to 35 non-accredited purchasers in any 90-day period. Rule 506(c) allows broader marketing, but every buyer must be a verified accredited investor.
Q: Is filing Form D mandatory?
A: Rule 503 requires it for offerings made under Rule 504 or 506. Under Rule 507, however, a missed filing does not by itself cost the issuer its exemption; the exemption is lost only if a court has enjoined the issuer for failing to comply with Rule 503. Most states also require a notice filing of the same Form D.
Q: How often does Form D need to be filed?
A: Once for each new offering, within 15 calendar days of the first sale. If the offering is still continuing, an amendment is due each year on or before the anniversary of the most recent filing, and sooner to correct a material mistake or report certain changes.
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