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Form D Notice of Exempt Offering

Draft SEC Form D Filings in Minutes, Not Hours

12 minutes with CaseMark

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Form D Notice of Exempt Offering

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Workflow

Form D Notice of Exempt Offering

Overview

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.

How it works

  1. 1. Upload your documents

  2. 2. AI analyzes and extracts key information

  3. 3. Review and customize the generated content

  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Cover Page and Filing Information

  • Issuer Information

  • Related Persons and Affiliates

  • Securities Offered

  • Exemptions Claimed

  • Offering and Sales Details

  • Financial Condition and Duration

  • Signatures

What it handles

  • Cover Page and Filing Information

  • Issuer Information

  • Related Persons and Affiliates

  • Securities Offered

  • Exemptions Claimed

  • Offering and Sales Details

  • Financial Condition and Duration

  • Signatures

Required documents

  • Issuer Organizational Documents

    Certificate of incorporation, articles of organization, or formation documents showing legal name and jurisdiction

    PDF, DOCX

  • Offering Terms Sheet

    Document detailing security type, offering amount, price per unit, and exemption claimed

    PDF, DOCX, XLSX

  • Executive Officer and Director List

    Complete list of all officers, directors, and promoters with names and business addresses

    PDF, DOCX, XLSX

Supporting documents

  • Previous Form D Filing

    Prior Form D submission if this is an amendment or related offering

    PDF

  • Broker-Dealer Agreements

    Agreements with intermediaries including CRD numbers and compensation terms

    PDF, DOCX

  • Use of Proceeds Documentation

    Detailed breakdown of how offering proceeds will be utilized

    PDF, DOCX, XLSX

  • Escrow Agreement

    Escrow arrangements if minimum offering threshold applies

    PDF, DOCX

Why teams use it

Generate SEC-compliant Form D filings in 12 minutes vs. 4+ hours manually

Automatically extract issuer, securities, and related persons data from uploaded documents

Built-in verification against current SEC Regulation D requirements and EDGAR guidelines

Reduce compliance risk with AI-powered accuracy checks and formatting validation

Streamline multi-offering workflows with consistent, repeatable document generation

Questions

What is Form D and when must it be filed?

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.

What exemptions can be claimed on Form D?

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.

Who must be listed as related persons on Form D?

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.

How does CaseMark ensure my Form D filing is accurate?

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.

Can I use CaseMark for amended Form D filings?

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.

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