Form · Capital Markets & Securities — ECM/DCM and Disclosure
SEC Form D notice of an exempt offering
Link to SEC Form D, the notice of an exempt offering under Rule 504 or 506 of Regulation D, or section 4(a)(5). It is filed on EDGAR within 15 calendar days after the first sale. It is not a registration statement.
- Kind
- Form. A form to complete, or a guide to completing an official one.
- Where it applies
- United States
- AI use
- Yellow You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at
- 22 October 2026
- Status
- Maintained. Checked on 22 October 2026 against the official form at sec.gov and the 3 authorities it cites, for United States.
- Version
- 1
- Source
- Link to the official form. Licence: Link only. U.S. Securities and Exchange Commission Form D notice. File the current notice on EDGAR; do not copy or adapt a paper draft into a filing.
Where this comes from
The official form is published by sec.gov; this page is a completion guide. Last checked on 2026-10-22.
When to use it
Use when an issuer has sold, or is about to sell, securities in reliance on Rule 504 or Rule 506 of Regulation D, or section 4(a)(5) of the Securities Act, and must file a Form D notice. The notice is signed by a person the issuer authorises and is filed on EDGAR.
Used for these tasks
- Build the investor eligibility record for an offer made without disclosure
- Draft the information memorandum and investor presentation from source files
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
The tool may list which Rule 503 facts are still missing from a lawyer's checklist, and it must not enter or draft any information that will be filed on EDGAR.
AI may
- Calculate the 15-calendar-day date from a first-sale date the lawyer supplies, and move a Saturday, Sunday or holiday to the next business day
- List the Rule 503 amendment triggers against changes the lawyer has already marked on a prior notice
- Remind the filer that the EDGAR session allows one hour after the last keystroke, as the SEC filing page states
AI must not
- Must not type, draft or suggest any text, number or name that will be entered on Form D
- Must not decide that the offering is exempt, or that Rule 504, Rule 506 or section 4(a)(5) is available
- Must not describe the issuer, the related persons, the investors or the use of proceeds
- Must not sign the notice or say that the signer is duly authorised
The lawyer checks
- Rule 503 requires an issuer relying on Rule 230.504 or 230.506 to file a Form D notice for each new offering no later than 15 calendar days after the first sale. The SEC page also names section 4(a)(5). That section is not in the 503 text that was opened
- The date of first sale is the date the first investor is irrevocably contractually committed to invest. A due date that falls on a Saturday, Sunday or holiday moves to the next business day. The SEC charges no filing fee for a Form D or an amendment
- The notice is filed electronically on EDGAR under Regulation S-T. Every notice is signed by a person duly authorised by the issuer. New filers need Form ID. The individual filer needs Login.gov credentials and an EDGAR role from the company's account administrator
- An amendment is required for a material mistake as soon as practicable after discovery, and for a change in the information as soon as practicable, unless the offering has terminated or the only change is one Rule 503(a)(3)(ii) excludes
- No amendment is required for a change only in Item 3 address or relationship, revenues or aggregate net asset value, a minimum investment that rises or does not fall by more than 10 percent, Item 12 address or state of solicitation, or a total offering amount that falls or does not rise by more than 10 percent
- Also excluded: the amount sold or still to be sold, the non-accredited investor count if it stays at 35 or below, the total investor count, and commissions, finders' fees or payments to executive officers, directors or promoters if the amount falls or does not rise by more than 10 percent
- An annual amendment is due on or before the first anniversary of the Form D or the most recent amendment, if the offering is continuing. An amendment gives current information in response to every Form D requirement, whatever the reason for filing it
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Official form
Open the official form. Always use the current version from the issuer. Licence: Link only. U.S. Securities and Exchange Commission Form D notice. File the current notice on EDGAR; do not copy or adapt a paper draft into a filing..
Read the full text
The full text is available after you log in. It is free. When you log in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
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