Form D Notice of Exempt Offering

Drafts a complete SEC Form D for EDGAR filing within 15 days of first sale in a Regulation D exempt offering.

Prerequisites

Issuer organizational documents — articles/certificate of incorporation or formation, operating agreement
CIK number — if previously assigned by SEC
Offering materials — PPM, subscription agreements, term sheets
Related persons list — all executive officers, directors, and promoters with business addresses
Compensation arrangements — broker-dealer agreements, finder's fees, CRD numbers
Prior Form D filings — if this is an amendment

Output Structure

Item 1: Filing Information

| Field | Notes | |-------|-------| | CIK Number | From prior EDGAR filings; blank if first filing | | Filing Type | New Notice or Amendment (specify number) | | Date of First Sale | Exact date or "Yet to occur" |

Item 2: Issuer Information

| Field | Notes | |-------|-------| | Legal Name | Exactly as in organizational documents | | Principal Business Address | Street address required (no P.O. boxes) | | Jurisdiction of Inc./Org. | State or foreign jurisdiction | | Entity Type | Corporation, LP, LLC, GP, trust, other | | Year of Inc./Org. | Four-digit year | | SIC Code | Primary Standard Industrial Classification code | | Phone / Website | Issuer contact |

Flag recent name changes, redomiciliation, or structural changes with effective dates.

Item 3: Related Persons

For each executive officer, director, and promoter:

| Field | Required | |-------|----------| | Full Legal Name | Yes | | Business Street Address | Yes | | Relationship(s) | Executive Officer / Director / Promoter (all that apply) |

Promoter: person who takes initiative in founding/organizing the business or receives compensation/securities in connection with the offering per the regulatory definition.

Item 4: Securities Offered

| Field | Detail | |-------|--------| | Type(s) | Equity, debt, option/warrant, pooled investment fund interests, tenant-in-common, mineral property securities, other | | Total Offering Amount | Aggregate maximum | | Total Amount Sold | As of filing date | | Price Per Unit | Or "variable pricing" | | Minimum Investment | Per investor, if applicable |

If multiple classes/series, describe each separately with distinct rights and preferences.

Item 5: Exemption(s) Claimed

| Exemption | Key Conditions | |-----------|---------------| | Rule 504 | Aggregate offering ≤ $10M in 12 months [VERIFY current threshold] | | Rule 506(b) | No general solicitation; unlimited accredited + up to 35 sophisticated non-accredited | | Rule 506(c) | General solicitation permitted; must verify all purchasers are accredited | | Section 4(a)(2) | If claimed alongside Reg D, state separate basis |

Confirm alignment between actual offering conduct and claimed exemption.

Item 6: Offering Structure & Sales Compensation

| Field | Detail | |-------|--------| | Duration | First sale date → expected termination | | Offering Basis | Best efforts or firm commitment | | Minimum Offering Amount | If applicable; describe escrow arrangements | | Use of Proceeds | Working capital, asset acquisition, debt repayment, etc. |

For each broker-dealer, finder, or intermediary:

| Field | Required | |-------|----------| | Name | Yes | | CRD Number | If registered | | Associated Broker-Dealer | If applicable | | Compensation Type | Cash commission, finder's fee, securities, other | | Compensation Amount/Terms | Dollar amount or formula | | State(s) of Solicitation | Where solicitation will occur |

Item 7: Issuer Financial Condition

[ ] Development-stage company
[ ] Limited operating history
[ ] Recent material losses
[ ] Audited financials provided to investors (may be required by exemption type and investor sophistication)

Item 8: Signature

| Field | Required | |-------|----------| | Signatory Name | Printed full name | | Title | Authorized person (executive officer, director, or general partner) | | Date | Date of execution |

Include certification that signatory has reviewed the filing and information is true and correct in all material respects. Electronic signatures acceptable per EDGAR authentication requirements.

Guidelines

15-day deadline — file no later than 15 days after first sale of securities
Amendments — required for material changes, new solicitation states, or annually for ongoing offerings
Cross-reference — verify all entries against organizational documents, offering materials, and actual conduct
Public record — Form D is publicly available on EDGAR; avoid inadvertent disclosure of confidential terms
State blue sky — federal Form D does not satisfy state notice filing requirements; flag need for separate state filings
No legal opinions — flag uncertainties about exemption qualification for attorney review
Mark unverified statutory thresholds or citations with [VERIFY]