Form D Filings: Regulation D Notice Requirements and Common Mistakes

What Is Form D

Form D is a notice of exempt offering of securities filed with the SEC under Regulation D. It is not a registration statement and does not involve SEC review or approval. Rather, it is a notice that informs the SEC that the company is relying on a Regulation D exemption to sell securities without registration. The form requires basic information about the company, the offering, the exemption claimed, and the persons involved in the offering.

Filing Requirements and Deadlines

Form D must be filed electronically through the SEC's EDGAR system within 15 calendar days after the first sale of securities in the offering. Annual amendments are required for ongoing offerings. Material changes in the information previously reported, such as changes in the offering amount, use of proceeds, or persons involved, require amended filings. State notice filings under Blue Sky laws may also be required and have separate deadlines and requirements.

Why Form D Matters More Than It Appears

While Form D is a simple notice filing, failure to file it properly can have significant consequences. Some states condition the availability of the federal Regulation D exemption on timely Form D filing and state notice filing. Late or inaccurate Form D filings can jeopardize the exemption relied upon for the entire offering, potentially converting a valid private placement into an unregistered public offering in violation of Section 5 of the Securities Act. Securities counsel ensures that Form D is filed timely and accurately to preserve the exemption.