SEC Form D search

What is a Form D?

A Form D is a short notice a company or fund files with the SEC after it sells securities privately, without registering the offering. US law requires an offering to be registered unless an exemption applies; Regulation D provides the most common ones, and the notice that goes with them is Form D. It should be filed within 15 days of the first sale.

The most used exemption is Rule 506(b): no general advertising, any amount, sold mainly to accredited investors. Rule 506(c) allows advertising but every investor must be accredited and checked. Rule 504 caps the offering at $10 million in 12 months.

What it shows

• The issuer's name, address, phone, entity type and year of incorporation.
• Executive officers, directors and promoters, by name.
• The industry group the issuer chose and its revenue range, which most companies decline to give.
• The exemption claimed, the date of first sale and the type of securities sold.
• The total offering amount, the amount sold so far and the number of investors.
• Sales commissions, finder's fees and any proceeds paid to officers or directors.

What it leaves out

A Form D does not name the investors, the lead investor, the round name (Seed, Series A and so on), the share price or the valuation. Those come from the company's own announcements, which we show separately on company pages.

Things to know when reading one

• The SEC does not review it. It is the company's own notice. Most figures are right, but a field can be mistyped, so we flag figures that contradict each other on the company page.
• First sale is not when the money arrived. It is the date the first investor became committed to invest, which can be well before closing.
• One filing covers one offering, not one round. A round sold in several closings is updated with amendments (Form D/A). Amounts can include non-cash consideration, such as converted notes.
• Late and missing filings happen. Filing late has few consequences, so some companies file months after the first sale and some rounds never appear.
• Foreign issuers report only part of a round. A non-US company files for the securities it sells to US investors, so its Form D can be much smaller than the round it announces.

Where the data comes from

We read EDGAR's daily index every business day. Since January 1, 2023 we have read 220,764 Form D filings and kept the 17,392 US startups among them. Each startup's page shows its full Form D history, which we take from the SEC's quarterly Form D data sets back to 2008. You can open any filing on EDGAR from our pages, or search EDGAR directly with the SEC's full-text search.