Reg D Score®

Independent Form D Disclosure Grading for Investors and Their Advisors

A structured, execution-oriented framework that systematically grades Form D disclosure quality — while surfacing material non-disclosures, insider de-risking, quiet restructurings, and founder liquidity asymmetries.

Reg D Score evaluates, grades, and risk-rates companies that have filed under Regulation D — and delivers the result as a reproducible, defensible report your team can act on.

How We See What Others Miss

We aggregate and analyze raw data from, among other sources:

NASAA’s Electronic Filing Depository

State securities regulators’ enforcement actions, consent orders, and deficiency letters

SEC Litigation Release

Broker-dealer and investment adviser databases and registries

UCC-1 filings

Secretaries of State records, including related entities

Federal PACER filings

Arbitration databases at FINRA, JAMS, and the American Arbitration Association

Corporate officer databases

Data embedded in EDGAR

What Reg D Score Rewards — and Penalizes

Rewards: internal consistency, continuity across filings, alignment between use-of-proceeds narratives and capital behavior.

Penalizes: disclosure omission volatility, entity name drift, post-raise structural changes, and selective completeness.

Our Scoring Architecture

Every Reg D Score is built from reproducible, explainable components:

  • Entity clarity scores
  • Amendment delta scores
  • Affiliates across filings
  • Asset-holding affiliates
  • Founder liquidity index
  • Silence risk score — expected disclosures missing

What Reg D Score Reveals

Quiet restructing detection

We detect "quiet risk" using comparative patterning across filings.

Founder risk-transfer timelines

We deconstruct the sequence by which founders move risk away from themselves.

Retail-legible risk language

No enforcement language. No allegation. Plan, Defensible findings.

The Red Flags We Catch

A non-exhaustive sample of what triggers a downgrade in our scoring rubric.

What Reg D Score Reveals

High Risk Zones Reg D Score Is Built To Detect

1. Insider De-Risking

Founders moving risk away from themselves

2. Quiet Restructurings

Structural shifts not explained in disclosures

3. Disclosure Asymmetry

Material facts omitted or minimized

4. Capital Recycling

Proceeds used to repay insiders or funds affiliates

Why Reg D Score Is Different

Comparative Context

We don't review filings in isolation. We compare them across time, across entities, across capital events.

Methodology Transparency

Our scoring model is published. Our sources are documented. Our process is reproducible

Defensive Legal Framing

We identity patterns. We do not make allegations. Our Language is retail-legible and defensible.

No Conflicts

We do not take referrals. We do not accept transaction-based compensation.

Reg D Score Tiers

All tiers are non-advisory. All deliver a proprietary 0–100 grade and a branded PDF report.

Tier 1

Entry Level

Tier 2

Enhanced Background Vetting

Tier 3

Comprehensive Due Delligence

$599

$999

$1899

A structured analysis built entirely from data available through EDGAR and other SEC databases. Designed for investors seeking a rapid, cost-effective first look at an exempt offering.

Scope includes:

  • Summary of all Form D filings (dates, amendments, exemption claimed, offering size)
  • Compliance pattern — 15-day state-by-state notice filing deadlines
  • All broker-dealer compensation
  • Issuer entity profile: state of organization, related persons, officer listings
  • Offering history: number of investors, total raised, date of first sale
  • Commissions and finder’s fees
  • Investment Company Act status flags and exemption claimed
  • Prior Reg D filing history across all affiliated entities
  • Proprietary 0–100 grade

Builds on Tier 1 with supplemental public records research, reputational metrics, and off-EDGAR data.

Scope includes:

  • All Tier-1 deliverables, plus:
  • FINRA database records and references
  • All previous Blue Sky filings, cross-referenced
  • Court records search — PACER and state courts where issuer is domiciled — for named principals
  • UCC lien and bankruptcy searches
  • Issuer and disclosed affiliates’ NASAA records
  • SEC enforcement search for regulatory actions, orders, and litigation releases referencing the issuer or named persons
  • Business registration and good-standing verification
  • Expanded Reg D Score metrics incorporating off-EDGAR data
  • Proprietary 0–100 grade

Full-spectrum analysis suitable for institutional or high-value individual investment decisions.

Scope includes:

  • All Tier-1 and Tier-2 deliverables, plus:
  • Media and adverse-news review
  • Reference and social-proof analysis (LinkedIn, trade press, professional associations)
  • Attorney review of the offering package — subscription agreement and PPM
  • Analyst commentary
  • Proprietary reputational assessment survey
  • Comprehensive risk-flag narrative across data points
  • Dedicated analyst point of contact and one revision cycle
  • Zoom call with the analyst
  • Proprietary 0–100 grade

Delivery: Branded PDF within 24–48 hours.

Delivery: Branded PDF within 48–72 hours.

Delivery: Branded PDF within 72–96 hours.

Order Reg D Score Report

Choose the tier that fits your due diligence needs and get a defensible, data driven grade you can act on

EDGAR-INSIDER® is not a regulator, auditor, or investment advisor.

The platform provides analytical intelligence and pattern-detection tools only and does not constitute legal advice, investment recommendations, or regulatory approval.

Users should independently verify all information and consult qualified professionals before acting on any information provided.

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