A company that sells securities privately under a Regulation D exemption notifies the SEC on a Form D within 15 days of its first sale. The notice is public, dated and structured, which makes it one of the few primary records of private fundraising. This guide explains what a Form D says and does not say, how to read its amounts and dates, how Fokals delivers the notices as Company Funding, and how to read the record.
What a Form D is
A Form D is a notice that an issuer files, not an application and not an approval. It reports an offering of securities that is exempt from registration: who the issuer is, its industry group and where it does business, how much it is offering and how much it has sold, when the first sale took place, what kind of securities are on offer and which exemptions the issuer claims. It also gives the number of investors so far and the minimum investment. When the facts change, or when the offering runs for more than a year, the issuer files an amendment, a Form D/A. Company Funding covers the notices of operating companies and leaves out pooled investment funds.
A Form D is easy to over-read. It is not a valuation, and it carries no price per share or terms. It does not name the lead investor. It is not proof that a round has closed or that the money has arrived, since it reports sales as of its filing date.
The company's own announcement, which Company News delivers beside the notice, gives the account of the round in the company's words.
Amounts, dates and what they mean
| Column | What the filing states | How to read it |
|---|---|---|
amount_offered | The total the issuer is offering, empty when the offering is indefinite | A target or ceiling for the offering, not what was raised |
amount_sold | The amount sold as of the filing | A floor at that date, because sales continue |
first_sale | The date the first securities were sold | The economic date of the raise |
filed_at | The filing date | The date the market could know |
form, is_amendment | D for a new notice, D/A for an amendment | An amendment updates the same offering |
details | Among others: entity type, exemptions, securities, minimum investment, amount remaining, number of investors and commissions | The structure of the raise |
Offered against sold is a progress report, not a result. A notice filed within days of the first sale shows a small amount_sold against a large amount_offered, and a later amendment shows how far the offering has moved. Chain a notice to its amendments by the issuer's cik and first_sale, which an amendment of the same offering normally repeats, and read the latest by filed_at. Check one chain against the filings themselves before you rely on the rule. Count offerings, not rows: a notice and its amendments describe one raise, so to total the capital raised in an industry or a state, take the latest notice of each chain and never add amount_sold across a chain.
select cik, issuer, company_id, first_sale, filed_at, form, amount_offered, amount_sold
from (
select
c.*,
row_number() over (
partition by cik, first_sale
order by filed_at desc, accession desc
) as latest
from company_funding c
) n
where latest = 1
order by filed_at desc;Two dates matter. first_sale is when the economics happened and filed_at is when anyone could see them, up to 15 days later for an issuer on time and later for one that is not. For a back-test or a lead-time measure, treat filed_at as the date known, as the guide to point-in-time datasets for back-tests explains. This query shows the gap in your own data.
select filed_at - first_sale as days_to_file, count(*) as notices
from company_funding
where form = 'D' and first_sale is not null
group by 1
order by 1;Read the distribution before you rely on a lag. Notices at 15 days or fewer are on time, a tail beyond that is late filers, and a notice whose first_sale falls after its filed_at is worth checking against the filing.
An illustrative offering
Acme Robotics is an invented company, and these two notices are illustrative.
| Notice | form | first_sale | filed_at | amount_offered | amount_sold | Share sold |
|---|---|---|---|---|---|---|
| First | D | Day 0 | Day 8 | $20,000,000 | $6,500,000 | 32.5% |
| Second | D/A | Day 0 | Day 103 | $20,000,000 | $14,200,000 | 71.0% |
The first notice was filed eight days after the first sale, inside the 15 days, and shows about a third of the offering sold. The amendment, filed a little over three months after the first sale, shows 71% sold. Together they describe a round that was still filling at the first notice and mostly full by the second, which neither notice could show alone.
How Company Funding structures it
Company Funding holds one row for each notice, keyed by accession, the SEC accession number. Beside the columns above it carries issuer, cik, the industry group as filed, and the city and state of the issuer's principal place of business. The industry is the group the issuer picked on the form, so it is coarse and self-reported. Amounts are in US dollars. company_id, company and ticker are set only when the issuer's normalised legal name matches exactly one company in the index.
The match is exact, so every linked row points to one company and its identifiers. A notice filed under a name that differs from the company's known names stays in the dataset with the issuer, industry, state and amounts, which identify a company worth a look, and you can match on cik against your own records.
A notice tied to a company also becomes a dated funding signal in Company Signals, weighted by the amount raised, and it raises the other intent topics of the same company in Intent Scores. Company Funding belongs to the intent dataset, and a call to the export endpoint returns it for a period as JSON, JSON Lines or CSV.
GET /api/v1/exports/intent/company_funding?from=2026-09-01&to=2026-09-30&format=csvA notice beside an announcement
A company often announces a round in its own newsroom. Company News holds those items under the event type funding_round, in the company's words, and an item may state a headline amount. Join the two on company_id within a few weeks of the first sale and you have the company's account of the round beside its notice to the SEC. A headline amount far above amount_sold is often a matter of timing, since an announcement can describe a total that the first closing has not reached.
select f.company_id, f.first_sale, f.amount_sold, n."at" as announced, n.title, n.url
from company_funding f
join company_news n
on n.company_id = f.company_id
and n."at" between f.first_sale - 30 and f.filed_at + 30
where f.company_id is not null
and n.event_types::text like '%"funding_round"%';For a listed company, a Form 8-K under item 3.02, an unregistered sale of equity, is mapped to the same event type, so a private placement by a listed issuer also appears in company_news. The guide to event-driven research with Form 8-K filings covers those filings.
What you can follow with it
- Who is raising now. Take the latest notice of each chain filed in the last 30 days where
amount_soldis well belowamount_offered. Those rounds are probably still open. - How much is raised, and where. Group
amount_soldbyindustryandstateover the latest notice of each chain. Read the median as well as the total, because one large raise can dominate a small group. - How a round is structured. The
detailscolumn holds the minimum investment, the number of investors and the commissions, so you can see whether a raise is closely held or broad, and whether intermediaries were paid. - What follows funding. Join notices to Hiring Activity and Company News on
company_id, and compare the weeks before and afterfiled_at. The comparison shows whether hiring and announcements tend to follow money in your list, and by how long.
How to read the record
- A notice appears when the issuer files it, which can be later than the sale, so the filing date is the date a notice became known. A raise made under an exemption that needs no Form D leaves no notice.
- Amounts are the issuer's own. They are as stated in the filing and unaudited, and an indefinite offering has no
amount_offered. - A linked notice carries the company's identifiers. Join on
company_idto bring hiring, announcements and intent beside the raise. - Every notice is dated and kept as filed. A study of what a notice tells you about later hiring or announcements uses the filing date as the day it was known.
The data dictionary defines every column, and the sourcing statement describes how the data is collected. The guide to sourcing private companies for venture capital shows a notice used inside a screen.
Frequently asked questions
What is a Form D filing?
A Form D is a notice that a company files with the SEC after it first sells securities in an offering exempt from registration, usually under Regulation D. It states the issuer, the amount offered, the amount sold so far, the date of first sale and the number of investors. It is public on EDGAR, and it is not an approval or a valuation.
How soon after a raise is a Form D filed?
The notice is due within 15 days of the first sale in the offering. It can therefore appear while a round is still filling, before the final amount is known, and a later amendment updates the figures. An issuer can file late, so use the filing date, not the first sale date, as the day the market could know.
What does a Form D report about an offering?
It reports the amount offered and sold, the number of investors, the minimum investment, the fees and the exemptions claimed, as the issuer states them on the filing date. It is a notice of an offering, so it sits beside the company's own announcement of a round, which Company News delivers with the funding event type.
What is the difference between amount offered and amount sold?
Amount offered is the total the issuer is seeking in the offering, and it is empty when the offering is indefinite. Amount sold is how much had been sold at the date of the filing. A notice filed early shows a small amount sold against a large amount offered, so read the pair as progress, and read amendments for how it ended.
Do all private funding rounds file a Form D?
No. Only offerings made under a Regulation D exemption produce one, and a round raised under another exemption, or outside the United States, may leave no trace. Treat Form D as a record of some private raises, not a count of all of them.
Where can I get Form D data as a feed?
Fokals delivers the private capital raises of operating companies as Company Funding, part of its intent dataset, through the REST API or as bulk files. Each notice carries its amounts and dates, and is linked to a company in the index where the issuer's name matches exactly one, so it joins to hiring, announcements and intent.
The queries and code on this page are examples to adapt. Test them in your own environment before you rely on them.