When closing a round
of financing you have exactly…
15 Days*
before the Form D must be filed, thus publicly revealing your funding.
Be prepared to announce funding at or before the date of the Form D filing Or The Media WIll Beat You To It.
[PRO TIP]: There is an accompanying note on the SEC website that indicates sale means "irrevocably contractually committed," so if there has been such a commitment but not yet an actual sale (i.e. money transmitted and stock issued), then the date of the commitment would trump. Bottom line — an "irrevocably contractually committed" statement starts the clock ticking.
*If the filing deadline falls on a weekend or holiday the due date extends to the next business day.
“There are ways to keep a financing quiet and avoid these filings and we have been involved in financings where that was done successfully, but unless you specifically request that your lawyers keep the financing quiet, you are most likely going to have your fundraising effort in the public record.”
So when you are getting close to finalizing a funding transaction, be sure to talk this issue through with your lawyers so that you are in control of the substance and timing of the message. Good advice.
And here's an addendum: If you are an attorney representing a Form D issuer, don't wait for your client to initiate the conversation. Just throwing a bunch of papers in front of a startup CEO of venture capitalist.