Preparing Form D filings manually requires hours of cross-referencing SEC regulations, gathering information from multiple sources, and ensuring compliance with Regulation D disclosure requirements. Attorneys must verify exemption criteria, compile related persons data, and format documents according to strict SEC guidelines—all while managing tight filing deadlines and risk of costly errors.
Preparing Form D filings for exempt securities offerings requires meticulous attention to regulatory requirements, accurate disclosure of related persons, and precise articulation of exemption claims. Manual preparation is time-consuming and error-prone, with mistakes potentially resulting in loss of registration exemptions or SEC enforcement action.
CaseMark automates Form D preparation by extracting issuer information, related persons data, and offering terms from your documents to generate compliant SEC filings. Our AI ensures accuracy across all required disclosures while reducing preparation time from hours to minutes.
This workflow is applicable across multiple practice areas and use cases
VC and PE fund formations and portfolio company investments typically rely on Regulation D exemptions requiring Form D filings for each capital raise.
Venture capital and private equity attorneys file Form D notices for nearly every fund formation and investment round, making this workflow critical for their high-volume securities compliance work.
Form D filings are essential for companies raising capital through private placements, exempt offerings, and debt/equity financings under Regulation D.
Corporate finance attorneys regularly handle capital raises and securities offerings that require Form D filings with the SEC, making this workflow directly applicable to their core practice.
Startup formation attorneys often handle initial seed rounds and early-stage capital raises that require Form D filings under Rule 506(b) or 506(c).
Corporate formation work frequently includes advising on and executing initial capital raises for new entities, which commonly use Regulation D exemptions requiring Form D compliance.
Form D filings are required for certain debt offerings and convertible note financings that qualify as securities under Regulation D exemptions.
Financing attorneys handling private debt placements, convertible instruments, and structured financings often need to file Form D when securities are involved in the transaction.
Form D is a notice filing required under SEC Regulation D when a company conducts an exempt securities offering. It must be filed electronically through EDGAR no later than 15 days after the first sale of securities. The form notifies the SEC and becomes part of the public record, disclosing key information about the issuer, the offering terms, and the exemption claimed.
Form D is most commonly used for Rule 506(b) offerings (no general solicitation, up to 35 non-accredited investors) and Rule 506(c) offerings (general solicitation permitted, all purchasers must be verified accredited investors). It can also be used for Rule 504 offerings and certain other exemptions. The specific exemption claimed must align with how the offering is actually conducted.
Form D requires disclosure of all executive officers, directors, and promoters of the issuer. This includes anyone in a management or oversight role, as well as persons who took initiative in founding the business or who receive compensation in connection with the offering. Each related person must be listed with their full name, business address, and relationship to the issuer.
CaseMark extracts information directly from your organizational documents, offering materials, and related person lists to populate Form D fields accurately. The system cross-references data across documents to ensure consistency, validates that offering terms match the claimed exemption requirements, and applies current SEC instructions. You maintain final review authority before filing.
Yes, CaseMark can generate amended Form D filings when you need to correct information or update an ongoing offering. The system can reference your previous Form D submission and identify what information has changed, ensuring the amendment accurately reflects the current status of your offering while maintaining consistency with the original filing.