What is Form D and what information gets publicly disclosed in a financing?
Takeaway: A Form D is a required, public SEC notice that discloses the basic, factual details of your private placement; while it makes your fundraising public, it does not require the disclosure of sensitive financial or operational information.
When you raise capital through a private placement under Regulation D, you are exempt from the extensive registration requirements of a public offering. However, you are not entirely exempt from notifying the SEC. The legal requirement is to file a simple, public notice with the SEC called a Form D.
For founders who have been operating in "stealth mode," the idea of making a public filing about their financing can be nerve-wracking. It's important to understand what a Form D is, what information it discloses, and what it does not.
What is a Form D?
A Form D is a short, standardized notice form that a company must electronically file with the SEC. It provides the SEC and the public with basic, factual information about the private placement offering.
The Filing Deadline: You are required to file the Form D within 15 calendar days after the "first sale" of securities in your offering. This is typically measured from the date of your first closing when you accept the first check from an investor.
What Information is Publicly Disclosed?
The Form D is a "fill-in-the-blank" form that discloses high-level, non-sensitive information about your company and the financing. This includes:
Basic Company Information: The company's name, address, and state of incorporation.
The Names of Your Directors and Executive Officers: The identities of your leadership team will become public.
The Size of the Offering: The total amount of money the company intends to raise in the offering.
The Date of First Sale: The date the first investment was received.
The Exemption Being Claimed: The form will indicate that you are conducting the offering under a specific rule of Regulation D (e.g., Rule 506(c)).
What Information is Not Disclosed?
This is the key for founders. A Form D does not require you to disclose any sensitive, confidential, or competitive information about your business. You do not have to disclose:
Your company's valuation.
The specific terms of your SAFE or convertible note (e.g., the valuation cap or discount).
Your company's financial statements or projections.
Your technology or your business plan.
The names of your investors.
Filing a Form D is a standard, routine, and mandatory part of a compliant private placement. While it does place certain basic facts about your financing into the public record, it is a simple notice filing that does not require the kind of deep, sensitive disclosure that is required in a full public offering. It is a minor transparency obligation in exchange for the major benefit of being able to raise capital privately.
Disclaimer: This post is for general informational purposes only and does not constitute legal, tax, or financial advice. Reading or relying on this content does not create an attorney–client relationship. Every startup’s situation is unique, and you should consult qualified legal or tax professionals before making decisions that may affect your business.