Form D is the notice a company or fund files with the US Securities and Exchange Commission when it sells securities without registering them, under an exemption in Regulation D. It is due within 15 days of the first sale and states the issuer, the amounts offered and sold, and the exemption claimed.
What it contains
The form names the issuer and its place of business, the industry group, the exemption claimed, the type of securities, the date of first sale, the amount offered, the amount sold, the number of investors and the minimum investment.
The date of first sale is the day the first investor is bound by contract, with no right to withdraw, to invest. Amounts are as the issuer states them, and the amount offered may be marked indefinite. A Form D is a notice, not a registration, and an offering that continues must be amended each year.
Where it helps and where it stops
A Form D is a dated, public sign that a company has started to raise money, and it is filed by private companies and listed ones. It covers only offerings made under Regulation D: a raise under another exemption, or outside the United States, files none. The form has no field for valuation. Pooled investment funds file Form D too, so a screen for operating companies has to leave them out.
In Fokals data
Company Funding delivers the Form D notices of operating companies as private capital raises. Each record carries the accession number, the form type (an original or an amendment), the filing date, the issuer, its CIK, the amount offered, the amount sold and the date of first sale, so a raise can be dated and sized as the issuer states it.
A raise is linked to a company in the index when the issuer's legal name matches exactly one company, which keeps every link precise, and each Form D also enters the weekly intent score as a funding signal, weighted by the amount raised. Company Funding sits in the intent dataset, and following private funding with Form D works through amounts offered and sold.
Related terms
- Form 8-K: the current report of a listed company.
- Central Index Key (CIK): the issuer's number on EDGAR.
- Trigger event: an event that prompts a sales or research action.
- Intent data: signals of what a company will buy or build.
Frequently asked questions
Who has to file a Form D?
A company or fund that sells securities without registration under Rule 504 or Rule 506 of Regulation D, or under Section 4(a)(5) of the Securities Act, files it with the SEC within 15 days of the first sale. The SEC charges no fee, and the filing is made online through EDGAR.
Is a Form D filing public?
Yes. Form D notices are filed on EDGAR, the SEC's public filing system, where anyone can search them by issuer name. The notice is public even though the offering itself is private.
Does a Form D show how much a company raised?
It shows the amount offered and the amount sold at the date of filing, as the issuer states them. The first filing comes within 15 days of the first sale, so the amount sold can be below the amount offered, and an amendment updates it. It is not a valuation, and a company that raises under another exemption files none.