A Form D is a receipt, not an announcement

There is a common piece of advice for founders trying to find investors: watch the Form D filings. See who just raised in your sector, find out who backed them, and get in front of those people while the money is moving.

The filings themselves show why that does not work.

Across 11,548 original Form D filings from operating companies in the last 18 months, the median company had already sold 92% of its target by the time it filed. Not raised, not soft-circled. Sold.

How much was already closed at filing

Nearly half had finished. Only 17% were meaningfully still open.

A few, each at a scale a founder recognises, that filed having already sold every dollar:

• Scitara Corp, Marlborough MA — $5,000,000 from 10 investors (0001104659-26-075640)
• Eccentric Machines, Brooklyn NY — $5,000,000 from 4 investors (0002141182-26-000001)
• Reprogram Biosciences, San Carlos CA — $5,000,000 from 2 investors (0002069701-26-000003)
• Apnimed, Cambridge MA — $24,999,994 from 2 investors (0001745648-26-000001)
• Converge Bio, Claymont DE — $25,000,000 from 19 investors (0002131104-26-000001)

Several of these companies filed more than once in the window — Apnimed also sold $16,499,982 to three investors earlier (0001879785-25-000026), and Reprogram Biosciences sold $1,000,000 to three (0002069701-25-000001). The accession number identifies which round, which is why every figure here carries one.

Why this is structural, not a coincidence

The obligation is the explanation. A Form D is due within 15 days of the first sale — not when a company decides to raise, not when it starts taking meetings. The clock starts when money changes hands.

So the form was never an announcement. It is the paperwork that follows the first cheque, and by the time most companies get around to it, the rest of the round has closed too.

The median filing lands on day 15 — exactly the deadline. Fifty-two percent made the window. Fourteen percent filed more than 90 days after their first sale, which is late by any reading of the rule.

What that means if you are raising

Watching new filings will not find you an open round. By the time a company appears, the round it is reporting is a historical event. The investors named in it have already deployed into that deal.

It does still tell you who is active. A firm that appears on five filings in your state in eighteen months is demonstrably still writing cheques, even if that particular round is gone. That is a much better use of the data than chasing the deal itself.

And your own deadline is closer than you think. If you accept your first investor's money on the 1st, the filing is due on the 16th. Nearly half of companies miss that, which is a small, avoidable, entirely public failure.

What this data cannot tell you

Rounds that never closed are largely invisible. A company that set out to raise and never took a dollar has no obligation to file, so it is not here. Any statement about how many raises succeed is not available from this dataset, and we are not making one.

We used original filings only. Amendments were excluded deliberately: they carry a median gap of 359 days between first sale and filing date, and mixing them in would have inflated every timing figure here. That decision changes the numbers materially, which is exactly why it is stated.

Some large corporates file too. Dillard's and Synopsys both appear in this population with billion-dollar private placements. The percentages above are computed across all operating companies, and the examples we named are at founder scale on purpose.

Look up your own state

The Capital Source Map returns the companies that actually raised where you are, what they sold, how many investors bought, which exemption they used, and the accession number behind every figure.

Build your Capital Source Map →

No account, nothing emailed, the report opens on the page.

Source: SEC Form D filings, form type D only, 18 months to August 2026, operating companies only. Funds, SPVs and property vehicles are excluded by a name and industry heuristic. TyRey Technologies is not a broker-dealer, investment adviser or law firm, and nothing here is an offer, a recommendation, or investment advice — the filing deadline that applies to your raise is a question for your securities counsel.