Form D API - Private Placements & Exempt Offerings

To retrieve one specific Form D notice, search the /form-d endpoint by the accession number recorded on the filing (accessionNo), for example 0001213900-25-015909. The accession number is unique to a single filing, so the match is exact and the response contains at most one offering.

The matching offering is returned inside the offerings array of the response, with the count in total.value. From there you have access to the full filing, including issuer details (primaryIssuer), the offering terms (offeringData), and the related persons (relatedPersonsList).

To list every exempt offering notice filed by one company, search the /form-d endpoint on the issuer's CIK identifier (primaryIssuer.cik). The CIK is the SEC's permanent numeric identifier for the filer, stored zero-padded on the filing, for example 0001962589 for Intus Care, Inc.

Because a company can file an original Form D and later amendments, this search returns each notice the issuer has filed. To see the newest first, sort the result by filing date (filedAt) in descending order.

To find a private offering by company name when you do not have a CIK, search the /form-d endpoint on the issuer name field (primaryIssuer.entityName), for example Intus Care, Inc. or Veda Tech Labs Inc.. This field holds the name as it appears on the filing.

Because company names are not unique and can change over time, a name search may return offerings from more than one issuer, and an issuer that has changed names may have prior names recorded separately (primaryIssuer.issuerPreviousNameList). When you need an exact match to a single company, use the CIK identifier (primaryIssuer.cik) instead.

To retrieve all Form D notices filed during a window of time, search the /form-d endpoint on the filing date (filedAt) and constrain it to a range. For example, to get filings from the first quarter of 2025, the value of filedAt should fall between 2025-01-01 and 2025-03-31.

The filedAt field records the date and time the Form D was published on SEC EDGAR, such as 2025-02-21T10:29:29-05:00. The response reports the number of matching offerings in total.value; if that exceeds 50, page through the result set using the from and size parameters.

To get the newest Form D notices, query the /form-d endpoint and sort the result by the filing date (filedAt) in descending order. This is also the default sort order, so the most recently filed offerings appear first when no other sort is specified.

Each offering in the response carries its filedAt timestamp, for example 2025-05-21T16:32:47-04:00. To scan further back in time, increase the from parameter to page through older filings 50 at a time.

To distinguish offerings by the kind of investment fund behind them, search the /form-d endpoint on the investment fund type (offeringData.industryGroup.investmentFundInfo.investmentFundType). This field is populated when the issuer is a pooled investment fund and takes one of the values Hedge Fund, Private Equity Fund, Venture Capital Fund, or Other Investment Fund.

For example, set offeringData.industryGroup.investmentFundInfo.investmentFundType to Hedge Fund to find hedge fund raises, or to Private Equity Fund for private equity offerings. The broader category is also recorded in the industry group type (offeringData.industryGroup.industryGroupType), which would be Pooled Investment Fund for these issuers.

To restrict results to one industry, search the /form-d endpoint on the industry group type (offeringData.industryGroup.industryGroupType). This field carries the issuer's self-reported industry, with values such as Biotechnology, Commercial and Residential under real estate, Insurance, Other Technology, or Oil & Gas.

For a biotechnology raise, the value of offeringData.industryGroup.industryGroupType should be Biotechnology; for a residential real estate raise it should be Residential. The complete set of industry group values covers categories from agriculture and banking through energy, health care, manufacturing, real estate, technology, and travel.

To find offerings from operating companies rather than pooled funds, search the /form-d endpoint and exclude the pooled-fund industry group. The industry group type (offeringData.industryGroup.industryGroupType) should be something other than Pooled Investment Fund (and the related fund sub-categories such as Hedge Fund or Private Equity Fund) — for an operating tech startup it would be a value like Other Technology or Computers, and for a healthcare company a value like Biotechnology or Pharmaceuticals.

As a further signal, offerings from genuine investment funds also carry the pooled-fund security flag (offeringData.typesOfSecuritiesOffered.isPooledInvestmentFundType set to true); operating-company raises typically have that flag absent or false and instead mark equity (offeringData.typesOfSecuritiesOffered.isEquityType) or debt.

To separate equity raises from debt raises, search the /form-d endpoint on the security type flags reported in Item 9 of the filing. An equity raise has the equity flag set (offeringData.typesOfSecuritiesOffered.isEquityType is true), and a debt raise has the debt flag set (offeringData.typesOfSecuritiesOffered.isDebtType is true).

These flags are not mutually exclusive — a single offering can mark both, as when a company offers equity and debt together. To isolate pure equity raises, the equity flag should be true and the debt flag should be false or absent. Other flags in the same object cover options (isOptionToAcquireType), pooled investment fund interests (isPooledInvestmentFundType), and other security types (isOtherType).

To find pooled investment fund interests that are also reported as equity, search the /form-d endpoint and require both security type flags from Item 9 to be set: the pooled investment fund flag (offeringData.typesOfSecuritiesOffered.isPooledInvestmentFundType) should be true and the equity flag (offeringData.typesOfSecuritiesOffered.isEquityType) should be true.

Many fund offerings mark only the pooled investment fund flag, so requiring the equity flag as well narrows the result to fund interests that the issuer additionally classified as equity securities. The issuer behind these offerings is typically in the Pooled Investment Fund industry group (offeringData.industryGroup.industryGroupType).

To find offerings with a fundraising target at or above a threshold, search the /form-d endpoint on the total offering amount (offeringData.offeringSalesAmounts.totalOfferingAmount) and require it to be greater than or equal to your figure. For a $10 million floor, the value of offeringData.offeringSalesAmounts.totalOfferingAmount should be 10000000 or more.

This field holds the total offering amount from Item 13.a in US dollars, for example 15000000 or 150000000. Note that a value of -1 means the issuer disclosed an indefinite total rather than a number, so exclude -1 if you want only offerings with a stated dollar target.

To find raises where nothing remains to be sold, search the /form-d endpoint on the remaining amount (offeringData.offeringSalesAmounts.totalRemaining) and require it to be 0. The remaining amount is the total offering amount minus the total amount sold, so a value of 0 means the offering is fully subscribed.

To restrict this to large completed raises, also constrain the total offering amount (offeringData.offeringSalesAmounts.totalOfferingAmount) to be at or above your size threshold, for example 10000000 or more. In a fully sold offering the amount sold (offeringData.offeringSalesAmounts.totalAmountSold) equals the total offering amount, for instance both at 150000000.

To find offerings that are still open to additional capital, search the /form-d endpoint on the remaining amount (offeringData.offeringSalesAmounts.totalRemaining) and require it to be greater than 0. The remaining amount is the total offering amount minus the total amount sold, so any positive value indicates unsold capacity.

For example, an offering with a 23459781 total and 13084630 sold reports 10375151 remaining. Be aware that a remaining value of -1 signals an indefinite total rather than a measurable balance, so a positive-value filter naturally excludes those indefinite offerings.

To find offerings with no fixed dollar target, search the /form-d endpoint for a total offering amount (offeringData.offeringSalesAmounts.totalOfferingAmount) equal to -1. The value -1 is the convention used in Item 13 to indicate the issuer disclosed an indefinite total rather than a specific number.

In these filings the remaining amount (offeringData.offeringSalesAmounts.totalRemaining) is also -1, while the amount actually sold (offeringData.offeringSalesAmounts.totalAmountSold) still carries a real figure. The issuer often explains the indefinite figure in a free-text note (offeringData.offeringSalesAmounts.clarificationOfResponse).

To find amended Form D notices, search the /form-d endpoint for a submission type (submissionType) of D/A, which marks an amendment as opposed to an original D filing. The same information is available through the amendment flag (offeringData.typeOfFiling.newOrAmendment.isAmendment set to true).

To link an amendment back to what it revises, read the previous accession number recorded on the amendment (offeringData.typeOfFiling.newOrAmendment.previousAccessionNumber), for example 0001620473-20-000001. You can then look up that prior filing on the /form-d endpoint by its accession number (accessionNo) to retrieve the original notice.

To find offerings open to non-accredited investors, search the /form-d endpoint on the non-accredited investor flag from Item 14 (offeringData.investors.hasNonAccreditedInvestors) and require it to be true. This flag is true when securities have been or may be sold to persons who do not qualify as accredited investors.

When the flag is true, the count of such investors is reported separately (offeringData.investors.numberNonAccreditedInvestors). The total number of investors of any kind who have already participated is held in a different field (offeringData.investors.totalNumberAlreadyInvested).

To rank offerings by participation, query the /form-d endpoint and sort the result by the total number of investors already invested (offeringData.investors.totalNumberAlreadyInvested). Sorting in descending order puts the most widely held offerings first.

This field from Item 14 counts every investor who has already invested, regardless of accreditation status — for example 339 for a large fund or 9 for a small startup raise. You can combine the sort with a query that first narrows the result to an industry or date range, then ranks within that subset.

To find offerings that require a large minimum buy-in, search the /form-d endpoint on the minimum investment field from Item 11 (offeringData.minimumInvestmentAccepted) and require it to be at or above your figure. For a $250,000 floor, the value of offeringData.minimumInvestmentAccepted should be 250000 or more.

This field holds the minimum investment in US dollars accepted from any outside investor, for example 250000 or 100000. A value of 0 means the issuer did not specify a minimum, so a threshold filter naturally excludes those.

To find offerings with large broker commissions, search the /form-d endpoint on the sales commission dollar amount from Item 15 (offeringData.salesCommissionsFindersFees.salesCommissions.dollarAmount) and require it to be at or above your threshold, for example 100000 or more.

This field reports the commission paid in US dollars, such as 304300. A companion flag (offeringData.salesCommissionsFindersFees.salesCommissions.isEstimate) indicates whether the figure is an estimate. A related field covers finders' fees separately (offeringData.salesCommissionsFindersFees.findersFees.dollarAmount).

To see who was paid for selling a specific offering, look up that filing on the /form-d endpoint by its accession number (accessionNo) and read the Item 12 sales compensation list (offeringData.salesCompensationList.recipient). This is an array, with one entry per compensated person or firm.

Each recipient entry carries a name (offeringData.salesCompensationList.recipient.recipientName), a CRD number (offeringData.salesCompensationList.recipient.recipientCRDNumber), the associated broker-dealer name (offeringData.salesCompensationList.recipient.associatedBDName), and the states where the recipient solicited investors (offeringData.salesCompensationList.recipient.statesOfSolicitationList). If more than 100 recipients were involved, a flag (offeringData.salesCompensationList.over100RecipientFlag) is set.

To find every offering connected to a particular broker firm, search the /form-d endpoint on the associated broker-dealer name within the Item 12 sales compensation list (offeringData.salesCompensationList.recipient.associatedBDName), for example Salient Capital, L.P..

Because the sales compensation list is an array of recipients, a match means at least one compensated recipient on the offering was associated with that firm. The firm can also be matched on its CRD number (offeringData.salesCompensationList.recipient.associatedBDCRDNumber), such as 147912, which avoids variation in how the firm name is spelled across filings.

To see the people behind an offering, look up the filing on the /form-d endpoint and read the Item 3 related persons list (relatedPersonsList.relatedPersonInfo). This is an array, with one entry per related person.

Each entry records the person's name (relatedPersonsList.relatedPersonInfo.relatedPersonName) and their role through the relationship list (relatedPersonsList.relatedPersonInfo.relatedPersonRelationshipList.relationship), which contains one or more of the values Executive Officer, Director, and Promoter. To isolate offerings tied to officers or directors, the relationship array should contain Executive Officer or Director. A flag (relatedPersonsList.over100PersonsFlag) signals when there are more than 100 related persons.

To find every offering connected to a specific person, search the /form-d endpoint on the related person name within the Item 3 list (relatedPersonsList.relatedPersonInfo.relatedPersonName). The name is broken into parts — first name, middle name, and last name — so you can match on the last name (relatedPersonsList.relatedPersonInfo.relatedPersonName.lastName), for example Reid or Byrne.

Because the related persons list is an array, a match means the person appears as a related person on the offering, whether as an executive officer, director, or promoter. The accompanying relationship array (relatedPersonsList.relatedPersonInfo.relatedPersonRelationshipList.relationship) tells you in what capacity.

To find offerings from issuers located in a given place, search the /form-d endpoint on the issuer's address state or country code (primaryIssuer.issuerAddress.stateOrCountry). This field carries a short code, for example NY for New York or ND for North Dakota, and codes such as X0 for the United Kingdom or A8 for Quebec, Canada for non-US issuers.

A human-readable form of the same value is available alongside it (primaryIssuer.issuerAddress.stateOrCountryDescription), for example NEW YORK or UNITED KINGDOM, which you can match on if you prefer the spelled-out name.

To filter offerings by the legal form of the issuer, search the /form-d endpoint on the entity type from Item 1 (primaryIssuer.entityType). This field takes one of the values Corporation, Limited Partnership, Limited Liability Company, General Partnership, Business Trust, or Other.

For limited partnerships, the value of primaryIssuer.entityType should be Limited Partnership; for corporations it should be Corporation; for LLCs, Limited Liability Company. When the value is Other, a free-text description is provided in a companion field (primaryIssuer.entityTypeOtherDesc).

To find offerings tied to a deal, search the /form-d endpoint on the business combination flag from Item 10 (offeringData.businessCombinationTransaction.isBusinessCombinationTransaction) and require it to be true. This flag is true when the offering is made in connection with a business combination such as a merger, acquisition, or exchange offer.

When the flag is set, the issuer may add a free-text explanation of the transaction (offeringData.businessCombinationTransaction.clarificationOfResponse). Most offerings have this flag false, indicating they are stand-alone capital raises.

To find offerings claiming a particular exemption, search the /form-d endpoint on the federal exemptions list from Item 6 (offeringData.federalExemptionsExclusions.item). This is an array of short codes: Rule 506(b) is 06b, Rule 506(c) is 06c, and the Rule 504 variants are 04, 04.1, 04.2, and 04.3.

To find Rule 506(b) offerings, the offeringData.federalExemptionsExclusions.item array should contain 06b; for Rule 506(c), it should contain 06c. The same array often also carries Investment Company Act exclusion codes such as 3C, 3C.1, and 3C.7, since an offering can claim several exemptions at once.

To find recently formed issuers, search the /form-d endpoint on the year of incorporation object from Item 1 (primaryIssuer.yearOfInc). Issuers formed recently carry a flag indicating incorporation within five years (primaryIssuer.yearOfInc.withinFiveYears set to true), and the specific year is in primaryIssuer.yearOfInc.value, for example 2024.

For a precise window you can constrain the year value directly — for instance primaryIssuer.yearOfInc.value between 2020 and 2025. Older issuers instead carry the over-five-years flag (primaryIssuer.yearOfInc.overFiveYears set to true), and entities not yet formed carry a yet-to-be-formed flag (primaryIssuer.yearOfInc.yetToBeFormed).

To move through a result set larger than one response, use the from and size parameters on the /form-d endpoint. The size parameter sets how many offerings each response returns, with a maximum and default of 50, and from sets the starting position in the overall result universe.

To walk the results, request the first 50 with from at 0, then the next 50 with from at 50, then 100, and so on. The total number of matches is reported in total.value, so you know how many pages remain. Keep a consistent sort (for example by filedAt) across pages so offerings are not skipped or repeated.

To compute total private capital raised in an industry over a period, query the /form-d endpoint with a search that constrains both the industry group type (offeringData.industryGroup.industryGroupType) to your sector and the filing date (filedAt) to your time window, then sum the amount sold field across the matching offerings.

The figure to add up is the total amount sold from Item 13.b (offeringData.offeringSalesAmounts.totalAmountSold), which holds the dollars actually raised, for example 13084630 or 500000. Because each response returns at most 50 offerings, page through the full result set with the from and size parameters and accumulate offeringData.offeringSalesAmounts.totalAmountSold from every page until from reaches total.value. When summing, treat amendments carefully — an issuer's D/A filing restates the same offering, so counting both the original and the amendment would double-count that raise.