TITLE: What Is the First Sale Date on SEC Form D
SEO DESCRIPTION: Learn how SEC Form D defines the first sale date, why it can differ from the payment date, and how it affects the notice filing deadline.
The first sale date on Form D is the date when the first investor becomes irrevocably contractually committed to invest. It is not automatically the date the issuer receives the investor’s money, opens the offering, or first advertises it. The contract’s terms and conditions matter: the SEC’s instructions say the date could be when the issuer receives a subscription agreement or check. This date matters because an issuer generally must file Form D no later than 15 calendar days after the first sale.
THE CONTRACTUAL COMMITMENT IS KEY
Form D Item 7 asks for the first-sale date in a new notice, or allows the issuer to indicate that the first sale has “Yet to Occur.” The SEC’s definition focuses on when the first investor is irrevocably committed under the contract. That means reviewing the subscription agreement and its acceptance, approval, funding, and cancellation terms may be necessary to determine the date.
The date a document is signed may not settle the question if the agreement remains subject to conditions. Likewise, a wire date may occur after the investor is already contractually committed. The specific offering documents and transaction facts determine how the definition applies.
WHY THE DATE MATTERS
The first-sale date starts the general 15-calendar-day period for filing Form D. If the due date falls on a Saturday, Sunday, or holiday, the SEC instructions say the deadline moves to the next business day. Issuers may also file before the first sale once they have decided to make the offering.
The filing date and first-sale date therefore answer different questions: one is when the first investor became committed; the other is when the issuer submitted the notice. A gap between them can be compared against the deadline, but the Form D alone may not show all facts needed to assess timing.
HOW TO READ IT IN EDGAR
Find Item 7 in the Form D and note whether a date is reported or the first sale is marked “Yet to Occur.” Compare that entry with the filing date and any later Form D/A. If the timing appears unclear, review the subscription documents and related offering records. Do not infer the exact contract date solely from a payment record or marketing launch.
PRIMARY SOURCES: https://www.sec.gov/about/forms/formd.pdf https://www.sec.gov/resources-small-businesses/exempt-offerings/filing-form-d-notice