3 Firms Charged for Delayed Form D Filings
SEC RELEASES
Introduction
Three (3) Firms were charged $430,000 in total on December 20th, 2024 for failing to timely file Form D for Unregistered Securities Offerings.
This serves as an important reminder for Firms that while the SEC may have overlooked or excused deadlines missed by Firms in the past, it is anticipated that greater scrutiny of Private Offerings is part of the SEC’s plan moving forward.
Firms utilizing the exemption are reminded that Form D must be filed within 15 days after the first sale of securities in the offering.
What Was Discovered?
- Two (2) Private Companies and one (1) Registered Investment Adviser (“RIA”) were charged a total of $430,000.
- The RIA controlled two (2) Private Funds since November of 2021, engaging in certain communications that were considered to be general solicitation.
- One of the Private Companies engaged in several unregistered securities offerings, reaching out to 140 Prospective Investors and raising $250 million.
- The other Private Company reached out to several hundred Prospective Investors, raising tens of millions of dollars.
Vigilant’s Conclusion
It is vital that Firms are aware of their regulatory requirements related to filings.
Private Fund Managers should pay close attention to the rules involving their exemptions and should take active steps to ensure that they do not act in a way that could potentially void their exemption.
While a late filing may not cause a loss of exemption, other activities involving advertisements and solicitations could.
If you have any questions relating to this topic or are in need of on-going Compliance Services, schedule a call with Vigilant by clicking on the button below.