Form D/A Filings

What Is SEC Form D/A?

SEC Form D/A is an amendment to a previously filed Form D notice for an exempt securities offering under Regulation D and, where applicable, Section 4(a)(5) of the Securities Act of 1933. It is used when information in an earlier Form D must be corrected or updated, or when an offering remains ongoing at the time an annual amendment becomes due.

Form D/A helps keep the SEC’s exempt-offering records current by updating information about the issuer, offering terms, investors, related persons, compensation, or other information reported on the original notice. Analysts can review these amendments through the Private Offerings section to follow changes in private placements and other exempt capital raises.

Key elements typically found in SEC Form D/A include:

• Name of the issuer and identifying information
• Identification of the previously filed Form D notice
• Current exemption relied upon for the offering
• Date of first sale, where applicable
• Updated total offering amount and amount sold
• Current investor information
• Updated related-person information
• Sales commissions, finders’ fees, or other compensation information
• Use-of-proceeds information, where applicable

The amendment should generally present current information for the Form D items being reported rather than merely describing the single fact that triggered the amendment.

SEC Form D/A Filing Deadlines

Form D/A does not follow a recurring quarterly or annual-report calendar. Instead, amendment timing depends on why the Form D notice needs to be updated.

Not every change to a Form D requires an amendment. The amendment rules include specific exceptions, so issuers should determine whether a particular change triggers a filing before submitting Form D/A.

Key Things to Know About Form D/A Filing Rules

• Amends an Existing Form D: Form D/A is used to update a previously submitted Form D rather than to initiate a separate exempt offering notice.
• Amendments Have Specific Triggers: A filing may be required for a material mistake, certain changes in previously reported information, or an ongoing offering that reaches an applicable annual amendment date.
• Not Every Change Requires an Amendment: Form D rules contain exceptions for specified changes, so issuers do not necessarily need to amend the filing each time information changes.
• Current Information Is Important: When filing an amendment, the issuer generally updates the applicable Form D information to reflect the offering as of the amendment date.
• Annual Amendments Apply to Continuing Offerings: If an offering remains ongoing, an annual Form D amendment may be required on or before the anniversary of the most recently filed notice.
• Electronic Filing Is Required: Form D/A is submitted through EDGAR and becomes part of the issuer’s public exempt-offering filing history.
• No SEC Filing Fee: The SEC does not charge a filing fee for submitting a Form D/A.

Researchers can use SEC EDGAR Search to locate Form D/A amendments, compare them with the original notice, and identify changes in offering size, amounts sold, investors, related persons, and other exempt-offering information