Reading SEC filings for private-company diligence

Form D: a notice, not a disclosure document

Form D is the notice a company files with the SEC after selling securities in an exempt offering, most often under Regulation D Rule 506(b) or 506(c). The SEC's guidance states the notice is due within 15 days after the first sale. It is a short structured form, not a prospectus: there are no financial statements, no business description beyond an industry code, and no valuation.

The fields that matter for diligence are in Items 3, 4, 13 and 14: the names of executive officers, directors and promoters (related persons); the date of first sale; the total offering amount, the total amount sold and the amount remaining; and the number of investors who have already invested. Minimum investment and sales-compensation recipients (placement agents) are also listed.

A company that raises money from US investors under Regulation D and does not file a Form D may still have raised money; the exemption does not depend on the filing. Conversely, a filed Form D does not mean the SEC has reviewed or approved anything. Treat Form D as a dated, self-reported notice with named signatories, which is still far better than a press release.

Amount offered versus amount sold

The most common misreading is to quote the total offering amount as money raised. Item 13 has three values: the amount the issuer intends to offer, the amount sold as at the filing date, and the remainder. An issuer may file with an offering amount of US$20,000,000 and an amount sold of US$2,500,000; the press may then report a US$20 million round. The issuer can also tick indefinite for the offering amount.

Amendments are required annually if the offering continues, and for material changes, so a later Form D/A may show more sold. OpenDossier records each Form D and amendment as a separate claim with its own document date and reports the amount sold as the figure as at that date. Unsold remainder is recorded as unknown, not as zero and not as raised.

There is no valuation on Form D. Pre-money or post-money figures in the press come from the company or investors, and should be recorded as third-party or company-stated claims. The number of investors (Item 14) and the minimum investment can hint at whether a round was led by a few funds or many individuals, which is useful context for a counterparty's governance.

10-K, 10-Q and 8-K for public counterparties

If the counterparty, or its parent, is an SEC registrant, three forms carry most of the diligence weight.

• 10-K (annual): audited financial statements, risk factors, legal proceedings (Item 3), material contracts as exhibits, subsidiaries list (Exhibit 21), and controls and procedures. Read Item 3 and the contingencies note together; one is narrative, the other is accounting.
• 10-Q (quarterly): unaudited statements and updates to risk factors and legal proceedings.
• 8-K (current report): filed within four business days of specified events, including entry into or termination of material agreements, bankruptcy, departure of directors or officers, auditor changes and, since 2023, material cybersecurity incidents (Item 1.05).

Exhibit 21 is the quickest reliable way to confirm that a private operating company is a subsidiary of a public parent. Material contracts filed as exhibits sometimes disclose terms with a private counterparty that the private company itself would never publish. Schedule 13D and 13G filings show holders above 5% of a public company's voting stock, and Forms 3, 4 and 5 show insider transactions.

EDGAR full-text search and the APIs

EDGAR full-text search covers the text of electronic filings since 2001 and supports phrase search, Boolean operators, date ranges and form-type filters. It is the fastest way to find a private company named in someone else's filing: a customer contract, a litigation disclosure, a supplier list, an acquisition.

The SEC also publishes structured JSON endpoints: a submissions feed per CIK listing every filing with accession numbers; companyfacts and companyconcept for XBRL financial data; and frames for one concept across all filers in a period. These are free, rate-limited and require a descriptive user agent. The Form D data sets page offers quarterly ZIP downloads of all Form D fields since 2008, which allows bulk screening of related persons and placement agents.

In a dossier, each EDGAR claim cites the accession number and item, so a reader can open the exact document. Full-text search results are recorded with the query string and date, because the index is updated continuously and a later search may return more.

XBRL: what structured financial data can and cannot do

Operating companies filing 10-K and 10-Q must tag their financial statements in Inline XBRL. The tagged values feed the companyfacts API and allow year-on-year comparison without re-keying. For a public counterparty this gives dated revenue, cash, debt and going-concern-relevant figures in machine-readable form, with the filing that produced each value.

Limits are real. Tags are chosen by the filer and custom extensions are common, so like-for-like comparison across companies requires care. Narrative disclosures, including legal proceedings, are not meaningfully tagged. Small reporting companies have lighter requirements. And none of this applies to private companies, which file no financial statements with the SEC at all.

OpenDossier uses XBRL values for public counterparties, records the concept name, the period and the accession number in the chain, and flags custom-extension concepts so that readers do not compare a bespoke tag with a standard one. Where a figure has been restated in a later filing, the later value is shown with the earlier one noted as superseded.

What EDGAR does not tell you

EDGAR covers SEC registrants and exempt-offering filers. For a private company it will not show:

• Financial statements, revenue, cash or debt.
• Shareholders or a capitalisation table; Form D names officers and directors, not owners.
• Whether the amount sold on a Form D was later returned, converted or lost.
• Litigation, unless a public company chose to disclose it in its own filing.
• State-level facts: good standing, registered agent, foreign qualification, charges and UCC liens. These live in state registries and, for liens, state UCC filing systems.
• Beneficial ownership; FinCEN BOI reports are not public and, since 2025, are not required of domestic companies.

A dossier therefore pairs EDGAR with the state of incorporation's registry, court indexes and company-supplied documents, and says plainly where no public source exists. The absence of a Form D is not evidence that no money was raised, and the presence of one is not evidence that a business is sound.