United States/ capital-markets/ Form D Notice of Exempt Offering

Form D Notice of Exempt Offering

Drafts SEC Form D Notice of Exempt Offering for EDGAR filing under Regulation D. Captures issuer details, related persons, offering structure, exemption basis (Rule 504, 506(b), 506(c)), sales compensation, and use of proceeds. Use when filing Form D, preparing an exempt offering notice, or handling Regulation D compliance for unregistered securities.

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Form D Notice of Exempt Offering

Drafts a complete SEC Form D for EDGAR filing within 15 days of first sale in a Regulation D exempt offering.

Prerequisites

Issuer organizational documents — articles/certificate of incorporation or formation, operating agreement
CIK number — if previously assigned by SEC
Offering materials — PPM, subscription agreements, term sheets
Related persons list — all executive officers, directors, and promoters with business addresses
Compensation arrangements — broker-dealer agreements, finder's fees, CRD numbers
Prior Form D filings — if this is an amendment

Output Structure

Item 1: Filing Information

Field	Notes
CIK Number	From prior EDGAR filings; blank if first filing
Filing Type	New Notice or Amendment (specify number)
Date of First Sale	Exact date or "Yet to occur"

Item 2: Issuer Information

Field	Notes
Legal Name	Exactly as in organizational documents
Principal Business Address	Street address required (no P.O. boxes)
Jurisdiction of Inc./Org.	State or foreign jurisdiction
Entity Type	Corporation, LP, LLC, GP, trust, other
Year of Inc./Org.	Four-digit year
SIC Code	Primary Standard Industrial Classification code
Phone / Website	Issuer contact

Flag recent name changes, redomiciliation, or structural changes with effective dates.

Item 3: Related Persons

For each executive officer, director, and promoter:

Field	Required
Full Legal Name	Yes
Business Street Address	Yes
Relationship(s)	Executive Officer / Director / Promoter (all that apply)

Promoter: person who takes initiative in founding/organizing the business or receives compensation/securities in connection with the offering per the regulatory definition.

Item 4: Securities Offered

Field	Detail
Type(s)	Equity, debt, option/warrant, pooled investment fund interests, tenant-in-common, mineral property securities, other
Total Offering Amount	Aggregate maximum
Total Amount Sold	As of filing date
Price Per Unit	Or "variable pricing"
Minimum Investment	Per investor, if applicable

If multiple classes/series, describe each separately with distinct rights and preferences.

Item 5: Exemption(s) Claimed

Exemption	Key Conditions
Rule 504	Aggregate offering ≤ $10M in 12 months [VERIFY current threshold]
Rule 506(b)	No general solicitation; unlimited accredited + up to 35 sophisticated non-accredited
Rule 506(c)	General solicitation permitted; must verify all purchasers are accredited
Section 4(a)(2)	If claimed alongside Reg D, state separate basis

Confirm alignment between actual offering conduct and claimed exemption.

Item 6: Offering Structure & Sales Compensation

Field	Detail
Duration	First sale date → expected termination
Offering Basis	Best efforts or firm commitment
Minimum Offering Amount	If applicable; describe escrow arrangements
Use of Proceeds	Working capital, asset acquisition, debt repayment, etc.

For each broker-dealer, finder, or intermediary:

Field	Required
Name	Yes
CRD Number	If registered
Associated Broker-Dealer	If applicable
Compensation Type	Cash commission, finder's fee, securities, other
Compensation Amount/Terms	Dollar amount or formula
State(s) of Solicitation	Where solicitation will occur

Item 7: Issuer Financial Condition

[ ] Development-stage company
[ ] Limited operating history
[ ] Recent material losses
[ ] Audited financials provided to investors (may be required by exemption type and investor sophistication)

Item 8: Signature

Field	Required
Signatory Name	Printed full name
Title	Authorized person (executive officer, director, or general partner)
Date	Date of execution

Include certification that signatory has reviewed the filing and information is true and correct in all material respects. Electronic signatures acceptable per EDGAR authentication requirements.

Guidelines

15-day deadline — file no later than 15 days after first sale of securities
Amendments — required for material changes, new solicitation states, or annually for ongoing offerings
Cross-reference — verify all entries against organizational documents, offering materials, and actual conduct
Public record — Form D is publicly available on EDGAR; avoid inadvertent disclosure of confidential terms
State blue sky — federal Form D does not satisfy state notice filing requirements; flag need for separate state filings
No legal opinions — flag uncertainties about exemption qualification for attorney review
Mark unverified statutory thresholds or citations with [VERIFY]