Securities Lawyer 101 Blog
Form D is used to file a notice of an exempt offering of securities with the Securities and Exchange Commission (“SEC”) for offerings made under Rule 504, 505 or 506 of Regulation D. Federal securities laws require that a Form D be filed with the SEC within 15 days after the first sale of securities in the offering. In addition to filing the Form D with the SEC, issuers must comply with state law filing requirements. Most states require issuers to file a Form D or comparable form with their state securities commission.
Form D and Form D amendments must be filed with the SEC online using EDGAR (electronic gathering, analysis and retrieval) system. In order to do so, the issuer must obtain its own filer identification number (called a “Central Index Key” or “CIK” number) and access codes.
Mandatory Amendment l Form D
A filer must file an amendment to a previously filed Form D:
♦ to correct a material mistake of fact or error in the previously Form D;
♦ to reflect a change in the information provided in the previously filed Form D, except as provided below; and
♦ annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time.
Form D l Amendment 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 for the following matters:
♦ 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%.
