Sec Form D – Fill Out and Use This PDF

The Sec D form, a critical document filed with the U.S. Securities and Exchange Commission (SEC), serves as a notice of an exempt offering of securities. Designed to streamline the regulatory process for companies raising capital, this form outlines the issuer's identity, offering details, and the exemptions under which the offering is conducted, among other key information. Its completion and submission are crucial steps for companies seeking to raise funds while complying with federal regulations. Ready to take the next step in your fundraising journey? Click the button below to begin filling out your Sec D form.

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Sec Form D PDF Details

At the heart of navigating the complexities of raising capital through securities lies the critical, yet often underappreciated, Form D. This form, mandatorily filed with the Securities and Exchange Commission (SEC), serves as a notice of an exempt offering of securities, a common avenue for companies seeking funding without the rigors of a full SEC registration. Companies must tread carefully, noting the form’s expiration date—currently set at April 30, 2023—and the thoroughness required in its completion to avoid the severe repercussions associated with intentional misstatements or omissions. With an estimated average burden of 4 hours per response, the form demands details about the issuer, including entity type and principal business information, specifics of the offering, the type of filing, and data on related persons, to name just a few. Such filings not only fulfill a legal requirement but also serve as a public declaration of the offering, crucial for transparency and compliance in the entrepreneurial ecosystem. Beyond the surface, Form D is tightly interwoven with various exemptions under laws like the Securities Act of 1933 and the Investment Company Act of 1940, each carrying its own set of conditions and implications. This intricate interplay underscores the importance of due diligence and the potential need for professional guidance in navigating these regulatory waters—a testament to the form’s critical role in the domain of securities law.

Question	Answer
Form Name	Sec Form D
Form Length	11 pages
Fillable?	No
Fillable fields	0
Avg. time to fill out	2 min 45 sec
Other names	notice form d, form d, d form sec, sec d form

Form Preview Example

FORM D

Securities and Exchange Commission

OMB APPROVAL

Notice of Exempt

Washington, DC 20549

OMB Number:

3235-0076

Offering of Securities

(See instructions beginning on page 5)

Expires:

April

30, 2023

Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

Estimated

average

burden

Item 1. Issuer's Identity

hours per response:

4.00

Name of Issuer

Entity Type (Select one)

Previous Name(s)

None

Corporation

Limited Partnership

Jurisdiction of Incorporation/Organization

Limited Liability Company

General Partnership

Year of Incorporation/Organization

Business Trust

Other (Specify)

(Select one)

Over Five Years Ago

Within Last Five Years

Yet to Be Formed

(specify year)

(If more than one issuer is filing this notice, check this box

and identify additional issuer(s) by attaching Items 1 and 2 Continuation Page(s).)

Item 2. Principal Place of Business and Contact Information

Street Address 1		Street Address 2



City	State/Province/Country	ZIP/Postal Code	Phone No.

Item 3. Related Persons

Last Name	First Name	Middle Name

Street Address 1

Street Address 2

City	State/Province/Country	ZIP/Postal Code

Relationship(s):

Executive Officer

Clarification of Response (if necessary)

Director

Promoter

	(Identify additional related persons by checking this box	and attaching Item 3 Continuation Page(s). )
Item 4. Industry Group	(Select one)
Item 4. Industry Group	(Select one)

Agriculture

Banking and Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

If selecting this industry group, also select one fund type below and answer the question below:

Hedge Fund

Private Equity Fund

Venture Capital Fund

Other Investment Fund

Is the issuer registered as an investment company under the Investment Company

Act of 1940?

Yes

Other Banking & Financial Services

	Business Services	Construction
	Energy	REITS & Finance
	Electric Utilities	Residential
		Residential
	Energy Conservation	Other Real Estate
	Coal Mining	Other Real Estate
	Coal Mining
	Environmental Services	Retailing
	Environmental Services	Restaurants
	Oil & Gas	Restaurants
	Oil & Gas	Technology
	Other Energy	Technology
	Other Energy	Computers
		Computers
	Health Care	Telecommunications
	Biotechnology	Other Technology
	Health Insurance	Other Technology
	Health Insurance
	Hospitals & Physicians	Travel
	Pharmaceuticals	Airlines & Airports
	Pharmaceuticals
	Other Health Care	Lodging & Conventions
	Other Health Care
	Manufacturing	Tourism & Travel Services
	Manufacturing	Other Travel
	Real Estate	Other Travel
	Real Estate
	Commercial	Other

SEC1972 (5/17)

Form D 1

FORM D

U.S. Securities and Exchange Commission

Washington, DC 20549

Item 5. Issuer Size	(Select one)

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)

No Revenues $1 - $1,000,000

$1,000,001 - $5,000,000 $5,000,001 - $25,000,000 $25,000,001 - $100,000,000 Over $100,000,000 Decline to Disclose

Not Applicable

Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in Item 4 above)

No Aggregate Net Asset Value $1 - $5,000,000 $5,000,001 - $25,000,000 $25,000,001 - $50,000,000 $50,000,001 - $100,000,000 Over $100,000,000

Decline to Disclose

Not Applicable

Item 6. Federal Exemptions and Exclusions Claimed (Select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))

Rule 504(b)(1)(i)

Rule 504(b)(1)(ii)

Rule 504(b)(1)(iii)

Rule 506(b)

Rule 506(c)

Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1)

Section 3(c)(2)

Section 3(c)(3)

Section 3(c)(4)

Section 3(c)(5)

Section 3(c)(6)

Section 3(c)(7)

Section 3(c)(9)

Section 3(c)(10)

Section 3(c)(11)

Section 3(c)(12)

Section 3(c)(13)

Section 3(c)(14)

Item 7. Type of Filing

New Notice	OR	Amendment
Date of First Sale in this Offering:			OR	First Sale Yet to Occur

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?

Yes

Item 9. Type(s) of Securities Offered	(Select all that apply)

Equity

Debt

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Pooled Investment Fund Interests

Tenant-in-Common Securities

Mineral Property Securities

Other (describe)

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Clarification of Response (if necessary)

Yes

Form D 2

FORM D

U.S. Securities and Exchange Commission

Washington, DC 20549

Item 11.	Minimum Investment
Minimum investment accepted from any outside investor		$
Minimum investment accepted from any outside investor		$
Item 12.	Sales Compensation
Item 12.	Sales Compensation

Recipient			Recipient CRD Number

No CRD Number

(Associated) Broker or Dealer

None	(Associated) Broker or Dealer CRD Number

No CRD Number

Street Address 1		Street Address 2


			ZIP/Postal Code
City	State/Province/Country		ZIP/Postal Code

States of Solicitation

AL	AK
IL	IN
MT	NE
RI	SC

	All States
AZ	AR
IA	KS
NV	NH
SD	TN

Foreign/Non-US

CA	CO
KY	LA
NJ	NM
TX	UT

NY VT

NC VA

DC MA

GA MN

OR WY

(Identify additional person(s) being paid compensation by checking this box and attaching Item 12 Continuation Page(s).)

Item 13. Offering and Sales Amounts

(a) Total Offering Amount	$
(a) Total Offering Amount

(b) Total Amount Sold	$
(c) Total Remaining to be Sold	$


(Subtract (a) from (b))

Clarification of Response (if necessary)

Indefinite

Item 14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering:

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

Item 15. Sales Commissions and Finders' Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

	Sales Commissions $
Clarification of Response (if necessary)	Finders' Fees $
Clarification of Response (if necessary)

Estimate

Form D 3

FORM D

U.S. Securities and Exchange Commission

Washington, DC 20549

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, $ directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

Estimate

Clarification of Response (if necessary)

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and submitting this notice.

Terms of Submission. In Submitting this notice, each issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in accordance with applicable law, the information furnished to offerees.*

Irrevocably appointing each of the Secretary of the SEC and the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes; or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No.

104-290,110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are"covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to doso under NSMIA's preservation of their anti-fraud authority.

Each issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its

behalf by the undersigned duly authorized person. (Check this box and attach Signature Continuation Pages for signatures of issuers identified in Item 1 above but not represented by signer below.)

Issuer(s)

Signature

Number of continuation pages attached:

Name of Signer

Title

Date

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Form D 4

FORM D

U.S. Securities and Exchange Commission

Washington, DC 20549

Instructions for Submitting a Form D Notice

General3. RelatedInstructionsPersons (CONTINUED)

Who must file: Each issuer of securities that sells its securities in reliance on an exemption provided in Regulation D or Section 4(a)(5) of the Securities Act of 1933 must file this notice containing the information requested with the U.S. Securities and Exchange Commission (SEC) and with the state(s) requiring it. If more than one issuer has sold its securities in the same transaction, all issuers should be identified in one filing with the SEC, but some states may require a separate filing for each issuer or security sold.

When to file:

o An issuer must file a new notice with the SEC for each new offering of securities no later than 15 calendar days after the "date of first sale" of securities in the offering as explained in the Instruction to Item 7. For this purpose, the date of first sale is the date on which the first investor is irrevocably contractually committed to invest, which, depending on the terms and conditions of the contract, could be the date on which the issuer receives the investor's subscription agreement or check. An issuer may file the notice at any time before that if it has determined to make the offering. An issuer must file a new notice with each state that requires it at the time set by the state. For state filing information, go to www.NASAA.org. A mandatory capital commitment call does not constitute a new offering, but is made under the original offering, so no new Form D filing is required.

oAn issuer may file an amendment to a previously filed notice at any time.

oAn issuer must file an amendment to a previously filed notice for an offering:

-to correct a material mistake of fact or error in the previously filed notice, as soon as practicable after discovery of the mistake or error;

-to reflect a change in the information provided in the previously filed notice, except as provided below, as soon as practicable after the change; and

-annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time.

When amendment is not required: An issuer 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:

-the address or relationship to the issuer of a related person identified in response to Item 3;

-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 shown in response to Item 12;

-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%.

Saturdays, Sundays and holidays: If the date on which a notice or an amendment to a previously filed notice is required to be filed falls on a Saturday, Sunday or holiday, the due date is the first business day following.

Amendment content: An issuer that files an amendment to a previously filed notice must provide current information in response to all items of this Form D, regardless of why the amendment is filed.

How to file: ISSUERS MUST FILE THIS NOTICE WITH THE SEC IN ELECTRONIC FORMAT. For state filing

information, go to www.NASAA.org.

Filing fee: There is no federal fiing fee. For information on state filing fees, go to www. NASAA.org.

Definitions of terms: Terms used but not defined in this form that are defined in Rule 405 and Rule 501 under the Securities Act of 1933, 17 CFR 230.405 and 230.501, have the meanings given to them in those rules.

Form D 5

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