Form D Form D

Form D is the brief notice that a US issuer files with the SEC under Regulation D to claim an exemption from full Securities Act registration when raising private capital. It is the exemption that virtually every venture-backed startup relies on for its seed, Series A, Series B, and later rounds, as well as for SAFE notes and convertible notes. The three most-used Reg D safe harbors are Rule 504 (offerings up to 10 million US dollars in any 12 months), Rule 506(b) (no general solicitation, unlimited dollar amount, up to 35 non-accredited investors with extensive disclosure), and Rule 506(c) (general solicitation permitted but only accredited investors who have been verified). Form D itself is short - 16 numbered items - and asks for the issuer name and jurisdiction, the offering exemption claimed, the type of securities sold, the offering amount, the date of first sale, the use of proceeds, the names and titles of executive officers and directors, and a list of states where sales were made. It must be filed within 15 calendar days of the first sale of securities and amended for material changes. Failure to file does not destroy the exemption (unlike state-level blue-sky filings), but it can cause future Reg D offerings to be ineligible for use of Rule 507. Form D filings are public on EDGAR, which is why journalists and competitors regularly comb new filings to spot stealth-mode startup raises.

Founders see Form D for the first time at their first priced equity round, when securities counsel files the form on EDGAR within 15 days of the closing. State blue-sky filings (notice filings under Section 18 of the Securities Act) are made in parallel for each state where investors live; filing fees range from 100 to 1,500 US dollars per state. Subsequent rounds each require their own Form D and blue-sky notices.