Demystifying Form D Filings with the SEC: In-Depth Walkthrough and Tips

Tilden Moschetti, from the Moschetti Syndication Law Group, provides a detailed walkthrough of Form D filing with the SEC, which is crucial for a Reg D offering. Form D is four pages long plus instructions and is filed on the SEC's EDGAR database.

He explains various aspects of the form, starting with the issuer's identity which details the entity filing the security with the SEC, their jurisdiction of incorporation, previous names, entity type, and year of incorporation. Next, the principal place of business and contact information is provided. The form also asks for information about the related persons, with at least one executive officer being identified.

The industry group is specified for the SEC to monitor industries using Reg D, and the issuer size based on revenue range or aggregate net asset value is identified. Moschetti suggests being transparent with this data, though 'decline to disclose' is also an option.

The exemptions used are noted, with Moschetti's clients primarily using Rule 506b and 506c. He also discusses the Investment Company Act section and filing type.

The form further requires the date of the first sale in the offering, the types of securities offered, and information about any business combination transaction.

On page three, the minimum investment amount, details of sales compensation, and offering and sales amounts are recorded.

Form D also asks for investor information, including the number of non-accredited and accredited investors. Sales commissions and finder fees are noted, though Moschetti cautions against using finders due to the strict rules surrounding them.

The final section concerns the use of proceeds and is generally the amount used to pay the issuer, such as an acquisition or marketing fee.

After filling the form, it is signed and submitted to the SEC.

Read more about Reg D - The SEC and Its Regulation D: https://www.moschettilaw.com/sec-reg-d/

Read more about real estate syndication - How to Syndicate Real Estate: https://www.moschettilaw.com/how-to-syndicate-real-estate/

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Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).

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