• Filing and Amending a Form D

BRENDA HAMILTON

Filing and Amending a Form D

(News & Articles)


Posted by Brenda Hamilton, Securities Attorney Hamilton & Associates, Boca Raton Florida

Form D is used to file a notice of an exempt offering of securities with the Securities and Exchange Commission (“SEC”) for offerings made under Rule 504, 505 or 506 of Regulation D. Federal securities laws require that a Form D be filed with the SEC within 15 days after the first sale of securities in the offering. In addition to filing the Form D with the SEC, issuers must comply with state law filing requirements. Many states require issuers to file a Form D or comaprable form with their state securities commission. Filing and/or compliance with state law requirements does not satisfy the requirements of federal law- that the issuer file a Form D with the SEC. Inexperienced issuers and their legal counsel often fail to recognize the distinct state and federal filing requirements for Form D and Form D amendments.

Form D and Form D amendments must be filed with the SEC online using EDGAR (electronic gathering, analysis and retrieval) system. In order to do so, the issuer must obtain its own filer identification number (called a “Central Index Key” or “CIK” number) and access codes.



An Issuer may file an amendment to a previously filed Form D notice by indicating that the filing is an amendment rather than a new Form D filing.

A filer must file an amendment to a previously filed Form D:

♦ to correct a material mistake of fact or error in the previously Form D;

♦ to reflect a change in the information provided in the previously filed Form D, except as provided below; and

♦ annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time.

A filer is not required to file an amendment to a previously filed notice to reflect a change that occurs after the offering terminates or a change that occurs solely in the following information contained in a previous Form D notice or amendment:

♦ the address or relationship to the issuer of a related person identified;

♦ an issuer’s revenues or aggregate net asset value;

♦ the minimum investment amount, if the change is an increase, or if the change, together with all other changes in that amount since the previously filed notice, does not result in a decrease of more than 10%;

♦any address or state(s) of solicitation for a person receiving sales compensation;

♦ the total offering amount, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice, does not result in an increase of more than 10%;

♦ the amount of securities sold in the offering or the amount remaining to be sold;

♦ the number of non-accredited investors who have invested in the offering, as long as the change does not increase the number to more than 35;

♦ the total number of investors who have invested in the offering; and

♦ the amount of sales commissions, finders’ fees or use of proceeds for payments to executive officers, directors or promoters, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice, does not result in an increase of more than 10%.

Many states also require the filing of Form D notices and amendments, and most of them charge a filing fee. For information on state Form D filing requirements, visit www.NASAA.org to get links to the proper state web sites. State web sites contain bulletins providing details on filing requirements and a contact person for specific questions.

For further information about this article, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 201 S, Boca Raton Florida, (561) 416-8956, by email at info@securitieslawyer101.com or visit www.gopublic101.com. This memorandum is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, Rule 144, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings or please contact Hamilton and Associates at (561) 416-8956 or by email a info@securitieslawyer101.com. Please note that the prior results discussed herein do not guarantee similar outcomes.

04 January




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