Form D filing: due 15 days after your first SAFE is signed

Form D is the notice a company files with the SEC after it sells securities, including SAFEs, under Rule 506 of Regulation D, and it is due no later than 15 calendar days after the first sale. The first sale is the day the first investor is irrevocably committed, which for a SAFE is usually when it is signed, not when the round closes or the money arrives.

The SEC charges no fee, and the filing is made online through EDGAR. This guide covers who files, how the 15 days are counted, what Form D asks, when you must amend, what happens if you file late, and the state notices that follow. The rules are in Rule 503 of Regulation D and the Form D instructions.

Who has to file Form D

A company that sells securities without registering them, under Rule 504 or Rule 506 of Regulation D, files Form D. A seed round on SAFEs, a convertible note round and a priced preferred round sold under Rule 506 each need one. The SEC calls it a notice: it reports the offering, it does not ask permission.

The SEC's page on filing a Form D notice says the notice is required from companies that sold securities without registration under Rule 504 or 506, or under Section 4(a)(5) of the Securities Act. A SAFE round sold under Rule 506 counts like any other.

Rule 506 has two versions. Under Rule 506(b) you cannot advertise the round, and you can sell to any number of accredited investors and no more than 35 other purchasers in any 90-day period. Under Rule 506(c) you can advertise, but every purchaser must be accredited and you must take reasonable steps to verify it. Form D asks which one you relied on.

How to count the 15 days

Count 15 calendar days from the date of first sale, which is the day the first investor became irrevocably committed to invest. If day 15 falls on a Saturday, Sunday or holiday, the deadline moves to the next business day. The clock runs from the first signature in the offering, not from each one.

Rule 503(a)(1) sets the deadline at "no later than 15 calendar days after the first sale." Some guides say 15 business days; the rule says calendar days, and on a round that starts on a Friday that difference is a week.

For a SAFE round, the commitment usually happens when both sides sign. A rolling round of SAFEs signed over several months is one offering with one Form D, filed off the first signature. A later priced round is a new offering and needs its own.

What does Form D ask for

Form D asks for the company's identity and address, its related persons (executive officers, directors and promoters), its industry and size, the exemption claimed, the type of securities, the date of first sale, the offering amount and how much has been sold, the number of investors, and any sales commissions. There is no financial statement.

Item 5 asks for a revenue range, from "No Revenues" up to "Over $100,000,000," and offers "Decline to Disclose." Item 9 asks for the type of securities, with choices that include equity, debt, and an option, warrant or other right to acquire another security.

The SEC's page says you will have one hour after your last keystroke to finish a filing once you log in. Gather the answers first. The form also asks for the total offering amount, which matters later, because a large change in it triggers an amendment.

How do you file Form D on EDGAR

You file it online through EDGAR. A company filing for the first time submits a Form ID to get EDGAR access, and the person filing for it needs Login.gov credentials and an EDGAR role for the company. There is no federal filing fee for Form D or for an amendment.

The SEC's page sets out those steps and the fee: "The SEC does not charge any filing fee for a Form D notice or amendment." The Form D instructions say the same and point to the North American Securities Administrators Association, NASAA, for state filings and state fees.

Getting EDGAR access is the slow part, so start it when the first SAFE goes out for signature, not on day 14.

A worked example: one SAFE round

A startup sets out to raise $1,500,000 on SAFEs under Rule 506(b). The first SAFE, for $250,000, is signed on Friday, November 13, 2026. More SAFEs follow over the winter, and in March the founders decide to raise $2,000,000 instead. Each of these events has its own Form D consequence, and two of them move a deadline.

Two details decide the dates. Day 15 lands on a weekend, so the deadline rolls to Monday. And the annual amendment counts from the most recent filing, which after an amendment is the amendment, not the original notice.

Had the round grown to $1,600,000 instead, an increase of under 7%, no amendment would have been needed for that change, because the instructions excuse increases in the total offering amount of 10% or less.

When do you have to amend Form D

You amend for three reasons: to correct a material mistake, as soon as practicable after you find it; to reflect a change in the information, as soon as practicable after the change; and once a year, by the first anniversary of the most recent filing, if the offering is still open. A finished offering needs no more.

Rule 503(a)(3) and the Form D instructions list the changes that do not need an amendment. They include a change in revenue, in the amount sold or still to be sold, in the number of non-accredited investors who have invested, and an increase in the total offering amount of no more than 10%, counting all changes since the last filing.

Most seed rounds close within a year and never reach the annual amendment. The one to watch is the round that keeps growing, because each increase over 10% calls for an amendment.

What happens if you file Form D late

Filing late does not, by itself, take away your Rule 506 exemption. Rule 507 disqualifies a company from Rule 504 and 506 only if a court has enjoined it for failing to comply with Rule 503. A late notice is still a compliance gap, and investors' counsel will look for it in the next round's diligence.

The text is Rule 507. The fix for a missed deadline is to file as soon as you notice, with the true date of first sale.

The state side is separate. States can require their own notice and fee for a Rule 506 offering, and the Form D instructions send you to NASAA for each state's rules. Your counsel should handle these alongside the federal notice. Keep the signed SAFEs and the filings together too: the appraiser who sets the 409A for the options you grant after the round will ask for every one.

What to do this month

Form D is short, free and easy to miss, because nothing in the round itself reminds you of it. The work is knowing the date of first sale and having EDGAR access ready before that date, then watching the round for changes that need an amendment.

1. Write down the date of each signed SAFE, with the investor, the amount and whether they are accredited.
2. Get EDGAR access for the company before the first SAFE is signed.
3. File Form D within 15 calendar days of the first signature, rolling forward only for weekends and holidays.
4. Amend when the round grows by more than 10%, and once a year while it stays open.
5. Ask counsel to file the state notices for every investor's state.
6. Keep the filed notices with the round documents for the next diligence request.

The same dates belong in the books, which is easier on accrual books kept month by month. LedgerIt keeps a startup's books with each SAFE recorded and dated as it comes in.