What a Form D filing tells you about a raise, and what it does not
A Form D is the notice filed with the SEC for an offering made under Rule 504 or Rule 506 of Regulation D, or under Section 4(a)(5) of the Securities Act. It tells you who is raising, how much they set out to raise and how much they report sold; it does not tell you who invested or how fast the money came in.
What a Form D tells you
- Who the issuer is, where it is, and the people it names as its executive officers, directors and promoters (Items 1 to 3).
- Its industry group and, unless it declines to say, its size band (Items 4 and 5).
- The exemption it relies on, and whether the filing is a new notice, with the date of first sale, or an amendment (Items 6 and 7).
- The minimum investment it accepts, and the firms and people paid to sell it (Items 11 and 12).
- The total offering amount, the amount sold so far and the amount left to sell, and how many investors have invested (Items 13 and 14).
- Sales commissions and finders' fees, and any proceeds paid to its own executive officers, directors or promoters (Items 15 and 16).
What it does not tell you
Form D reports the amount sold as a running total; it records no date by which any part of it was raised, and it names who was paid to sell, not how much each sold.
It counts investors but names none.
It is the filer's own report.
Filers can make mistakes, and we show what they filed without changing it.
When it is filed
A Form D notice is filed no later than 15 calendar days after the first sale of securities in the offering.
An issuer files an amendment annually, on or before the first anniversary of the most recent filing, if the offering is continuing at that time.
How SERA IQ reads Form D
A raise filed several times is counted once. Amounts our review finds no real raise supports are listed and left out of our totals; our How we count page explains the method.
This guide is general information, not legal advice.