Form D
A short SEC notice a company files after selling stock privately, without registering the offering publicly.
What it is
Form D is a brief notice filed with the SEC when a company raises money through a private placement under Regulation D — an exemption that lets issuers sell securities without a full public registration. It is a notice, not an application: Rule 503(a) requires it no later than 15 calendar days after the first sale of securities in the offering, where the date of first sale is the date the first investor is irrevocably contractually committed to invest. The form lists the issuer's name and address, the exemption claimed (Regulation D offers three — Rule 504, Rule 506(b) and Rule 506(c), with the 506 pair by far the most common), the type of security, the total amount offered, the amount sold to date, the number of investors, and any sales commissions or finders' fees. Executive officers, directors, and promoters are named as related persons. Because Form D carries no financial statements, no business description, and no auditor sign-off, it is one of the thinnest disclosure documents in the SEC's public library.
Why it matters
For companies that later go public, Form D is the contemporaneous trail of the private rounds that came first — each notice filed within 15 days of that round's first sale rather than reconstructed years later at the IPO. The S-1 covers some of the same ground: Item 15, under Reg S-K Item 701, requires disclosure of unregistered sales over the past three years, including the consideration received — which Form D never reports. So Form D's distinct value is the rounds falling outside that three-year window, and the round-by-round timing in between: how many private rounds were raised, how large each was, when they occurred, and which brokers or finders were placing them. Reading that history alongside the S-1 and the 424B4 lets you see whether a company raised steadily or in bursts, and how the public offering price relates to the timing of earlier private rounds. Form D is also a base-rate reminder: the overwhelming majority of Form D filers never go public at all. A pitfall is that Form D is self-reported and unaudited — the SEC does not review or verify it, and "amount sold" is a snapshot as of the filing date rather than a final total. No closing amendment is required, either: Rule 503(a) compels an amendment only to correct a material mistake, to reflect a change while the offering is still continuing, or annually if it remains open — nothing after the offering terminates — so a permanently stale "amount sold" is the norm rather than an oversight. Form D also discloses no valuation or price per share, so it cannot tell you what a round was worth.
How it's calculated
There is no calculation — Form D is a disclosure notice, not a computed metric. The filing is retrieved from SEC EDGAR by the issuer's CIK (Central Index Key) and parsed for the structured fields the form defines: date of first sale, exemption claimed, total offering amount, total amount sold to date, number of investors, and sales-compensation figures. Multiple filings under the same CIK are ordered by date to reconstruct a round-by-round private-placement history, with amended filings superseding the original for the same offering. Any derived reading — total raised before an IPO, or the gap in time between the last private round and the public offering — is simple arithmetic on those reported fields, not something the form itself states.
How Quintarthai uses it
On the Quintarthai IPO screener, an IPO's detail view shows pre-IPO private-placement history parsed from Form D filings on EDGAR, alongside 424B4 prospectus facts (lock-up period with a verbatim quote, greenshoe share count), PCAOB Form AP auditor data, SEC-suspension flags, and since-IPO returns. It is presented as filing history for context and education only — the platform never rates offerings or gives buy/sell advice. See /app/.