How to Read an SEC Form D, and What It Can't Tell You

A founder tells you the company raised $3M last year, and the deck lists the CEO, CTO and two board members. If the company is American, there is a good chance a short public notice about that raise sits in the SEC's EDGAR database: Form D. It takes a few minutes to find and read, and it is one of the few independent records a private company leaves about its funding.

It is also easy to over-read. A Form D is a notice the company files about itself, and the SEC does not check it. This guide shows how to find a company's Form D, what each part tells you, how to compare it with a deck, and where its limits are.

What Form D is

Form D is a brief notice that companies and private funds file with the SEC when they sell securities under certain exemptions from registration. The SEC's Form D guidance names them: Rule 504, Rule 506(b) and Rule 506(c) of Regulation D, and Section 4(a)(5) of the Securities Act.

Three points shape how much weight it can carry:

• It is a notice, not an approval. A Form D does not mean the offering was registered with or approved by the SEC. The SEC says it does not verify the information in a Form D, and its staff take no action on these filings. Be wary of anyone who presents a Form D as proof that an offering is "SEC registered".
• The company writes it. Every figure on the form is the issuer's own statement. It is still useful, because it is filed under the company's legal name, signed by an authorised representative and fixed in time on a public database, but it is a company statement, not independent proof.
• The timing is set by rule. A new notice is due no later than 15 calendar days after the first sale in the offering. The date of first sale is the date the first investor is irrevocably contractually committed to invest. A company may also file before any sale has happened.

How to find a company's Form D

Form D filings are public and free to search on EDGAR.

1. Search by the legal name, not the brand. Use EDGAR's company search on sec.gov. Many startups trade under a brand that differs from the registered entity, so find the legal name first; our public records checklist covers how.
2. Filter by form type. On the company's EDGAR page, filter the filings to "D". Amendments appear as "D/A".
3. Open the most recent filing, then the history. Each offering normally has an original notice and possibly amendments. Read them in date order: the changes between them are often more informative than any single filing.
4. Try variants. Search former names, names with and without "Inc." or "Labs", and the parent company if there is one. Item 1 of the form lists any previous names used in the past five years, which can lead you to more filings.
5. For many companies at once, the SEC publishes quarterly Form D data sets, extracted from the filings, through its Division of Economic and Risk Analysis. They are handy for screening a sector or a list of names.

Reading the form, item by item

The current form has 16 items. These are the ones that matter most for checking a company's story.

Item 1: Issuer's identity. The legal name, jurisdiction of incorporation, entity type and year of incorporation (or "over five years ago"), plus previous names from the last five years. Compare the legal name and jurisdiction with the term sheet and the company register.

Item 2: Principal place of business. A street address and phone number. Post office boxes are not accepted. An address in a different state or country from the one in the deck is worth a question.

Item 3: Related persons. Every executive officer, director and promoter, with their address and relationship to the issuer. Title alone does not decide who counts; people performing similar functions are included. This is the most useful item for diligence: compare it with the team slide and the board the founders describe.

Item 4: Industry group. The company picks one group. A fintech that files as "Other" proves little, but a filing in an unrelated industry may mean you have the wrong entity.

Item 5: Issuer size. A revenue range for the most recently completed fiscal year: no revenues, $1 to $1,000,000, $1,000,001 to $5,000,000, $5,000,001 to $25,000,000, $25,000,001 to $100,000,000, over $100,000,000, "Decline to Disclose" or "Not Applicable". Funds give an aggregate net asset value range instead. Many issuers decline, which is allowed. When a range is given, it is a useful check on revenue claims.

Item 6: Exemptions claimed. Which rule the offering relies on. Rule 506(c) permits general solicitation but requires the issuer to take reasonable steps to verify that every purchaser is accredited; Rule 506(b) does not permit general solicitation. If a company has been advertising its round publicly, you would expect 506(c).

Item 7: Type of filing. New notice or amendment, and the date of first sale, or "First Sale Yet to Occur".

Item 8: Duration. Whether the issuer intends the offering to last more than one year.

Item 9: Types of securities. Equity, debt, options or warrants, pooled fund interests and others. Convertible debt is reported as debt, not equity, so a "priced equity round" in the deck that shows up as debt only is worth asking about.

Item 10: Business combination. Whether the offering is part of a merger, acquisition or exchange offer.

Item 11: Minimum investment. The smallest amount accepted from an outside investor, or 0 if there is no minimum.

Item 12: Sales compensation. Anyone paid a commission or similar compensation for selling the securities, including finders, with their CRD numbers and the states where they solicit. You can look up a CRD number on FINRA BrokerCheck. If no one is paid, the item is left blank.

Item 13: Offering and sales amounts. The total offering amount, the total sold as of the filing date, and the amount remaining. The total offering amount can be marked "Indefinite".

Item 14: Investors. The total number of investors who have already invested, and whether any are not accredited, with their number.

Items 15 and 16: Fees and use of proceeds. Sales commissions and finders' fees, and the part of the proceeds used, or proposed to be used, for payments to the executive officers, directors or promoters named in Item 3.

Comparing a Form D with the pitch deck

Put the filing and the deck side by side and check four things.

• Amounts. Does the total sold match the raise the deck describes? Remember that the total sold is as of the filing date, so an early notice can show only part of a round. The total offering amount is the target, not money received.
• Dates. Does the date of first sale fit the story? A round described as closed in spring with a first sale in autumn needs an explanation.
• People. Are the founders in Item 3? Is a claimed board member or executive missing, or is someone listed whom the deck doesn't mention?
• Revenue range. If Item 5 says "No Revenues" for a year in which the deck reports revenue, ask which is right.

Amendments add a timeline. An issuer must amend to correct a material mistake, to reflect most changes in the information, and every year on or before the anniversary of the last notice while the offering continues. Successive filings can show a round growing, stalling, or changing hands among officers.

What Form D can't tell you

This is where readers most often go wrong.

• A missing Form D is not proof that a raise didn't happen. The filing applies to the exemptions listed above. A raise under another exemption, a crowdfunding offering (filed on Form C), a Regulation A offering (Form 1-A) or a round raised outside the US may leave no Form D at all. Some issuers also file late or under a name you haven't searched.
• Filing late doesn't cancel the exemption. The SEC's guidance says the 15-day filing requirement is not a condition of the Rule 504, 506(b) or 506(c) exemptions. Rule 507 sets out some of the consequences of not filing. A late filing is a point about the company's discipline, not proof of wrongdoing.
• The amounts are not audited. The SEC doesn't verify them, and many changes, including the amount sold and the number of investors, do not require an amendment. The last filing may be well out of date.
• It doesn't name investors. Item 14 gives a count, not names. A claimed lead investor must be checked another way, such as the investor's own announcement or portfolio page.
• It doesn't show valuation, terms or ownership. There is no pre-money valuation, no share price, no cap table and no list of who owns what.
• It covers one offering. Each new and distinct offering needs its own notice, so a company with several rounds may have several unrelated filings.

Red flags worth a question

• The amount sold is much smaller than the raise claimed in the deck, with no later amendment.
• Founders or executives in the deck are missing from Item 3, or the filing names officers you were never told about.
• The legal name, jurisdiction or address differs from the documents you are being asked to sign.
• Item 5 reports no revenues in a year the deck shows meaningful revenue.
• Sales compensation in Item 12 goes to a finder with no CRD number, or to someone whose BrokerCheck record shows disclosures.
• Large payments to officers or promoters in Item 16 that the use-of-funds slide doesn't mention.
• Someone describes the Form D as SEC registration or approval.

As with any record, a mismatch is a precise question for the founders, not a verdict. Many have innocent explanations: a round split across two filings, a later close, a board seat not yet filled. How the founders answer is part of the evidence. If the people behind the company are the real question, a consent-based founder check goes further than any filing.

Doing this faster

Reading one Form D by hand is quick. Finding the right entity, every amendment and the related filings for each company in a pipeline is not. Evifound's research chat searches SEC filings, including Form D, when you ask about a US company or upload a deck, and compares what it finds with the deck's claims. Each finding links to the filing it came from, and the company's own statements, a Form D included, never count as verification on their own. Saved deals can be watched for new Form D filings.

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