Startup Financing Report FAQs

Startup Financing Report

Frequently Asked Questions

Why is the Total Offering Amount Larger than the Total Amount Sold?

Form D has separate entries for the Total Offering Amount, Total Amount Sold, and Total Remaining to be Sold. The dollar figure for the Total Offering Amount should be greater than or equal to the Total Amount Sold. There are at least two primary reasons why the Total Offering Amount may tend to remain higher than the Total Amount Sold:

• Companies may systematically offer more than they are actually willing or able to sell, or
• Companies do not amend the Form D for subsequent sales.

The second explanation (no amendment for subsequent sales) likely accounts for the majority of the difference between the two amounts. Issuers are not required to amend Form D filings merely because of an increase in the Total Amount Sold, and therefore most of them do not file such amendments.