SEC Form D Requirements
Form D - Notice of Exempt Offering of Securities
When a Form D is required and permitted to be filed.
An issuer offering or selling securities in reliance on Rule 504 or Rule 506 must file a Form D within 15 days after the first sale of securities but can also be filed in advance of the first sale (we recommend you consider an advance filing).
For this purpose, the date of first sale is the date on which the investor is irrevocably contractually committed to invest so in other words you have received the funds along with a signed subscription agreement. If the due date falls on a Saturday, Sunday or holiday, it is moved to the next business day.
How and Where are Form D's Filed
The Form D must be filed with the SEC in electronic format using the SEC Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) in accordance with EDGAR rules set forth in Regulation S-T (17 CFR Part 232).
Amendments to a Form D Filing
A Form D filer may file an amendment to a previously filed Form D notice by indicating in the space provided on the form that the filing is an amendment rather than a new filing. A Form D filer should abide by the following guidance in determining whether it should file an amendment to a previously filed Form D notice:
A filer may file an amendment to a previously filed notice at any time
A filer must file an amendment to a previously filed notice for an offering:
- to correct a material mistake of fact or error in the previously filed notice, as soon as practicable after discovery of the mistake or error;
- to reflect a change in the information provided in the previously filed notice, except as provided below, as soon as practicable after the change; and
- annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time
When amendment is not required:
A filer is not required to file an amendment to a previously filed notice to reflect a change that occurs after the offering terminates or a change that occurs solely in the following information contained in a previous Form D notice or amendment:
- the address or relationship to the issuer of a related person identified;
- an issuer's revenues or aggregate net asset value;
- the minimum investment amount, if the change is an increase, or if the change, together with all other changes in that amount since the previously filed notice, does not result in a decrease of more than 10%;
- any address or state(s) of solicitation for a person receiving sales compensation;
- the total offering amount, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice, does not result in an increase of more than 10%;
- the amount of securities sold in the offering or the amount remaining to be sold;
- the number of non-accredited investors who have invested in the offering, as long as the change does not increase the number to more than 35;
- the total number of investors who have invested in the offering; and
- the amount of sales commissions, finders' fees or use of proceeds for payments to executive officers, directors or promoters, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice, does not result in an increase of more than 10%