Methodology
This page explains where our data comes from, how often it is updated, what each automated check does and does not mean, how we handle companies that appear to have stopped reporting, and where the data runs out.
Data sources
Our data comes from SEC EDGAR, the SEC's public filing system. We read these Reg CF forms:
- Form C: the offering statement a company files to start a raise. It holds the company's description, the maximum ask, the platform, fees and a financial summary.
- Form C-U: a progress update during a raise.
- Form C-AR: the annual report a company owes after a raise, generally due within 120 days of its fiscal year end.
- Form C-TR: a termination of reporting, which ends the duty to file annual reports.
- Form C-W: a withdrawal of an offering.
Form C amendments (C/A) are read together with the original offering. Filings are written by the companies themselves. Neither the SEC nor we verify them. Companies can file incomplete, out-of-date or inaccurate documents, and our own processing can contain inaccuracies.
How often we update
We check EDGAR for new Reg CF filings daily on business days. The free briefing goes out weekly and covers the filings of the week before. Every page and score shows the date it was last updated. A filing made after that date is not reflected until the next update.
Three rules for every figure
- Read from the filing itself. The number checks use the financial summary the company entered on the cover of its Form C. The two language checks (going concern and related party) read the documents filed with the Form C and its amendments. We do not use outside estimates, press coverage or portal marketing to fill in a figure. We do not read the financial statement exhibits mechanically, so a figure that appears only there is not used by the number checks.
- Blank fields are shown as "not reported", and empty-looking zeros are not counted. If a field is empty, we print "not reported" and do not guess. A Form C cover page needs a number in every financial field, so when every figure in the summary is 0.00, the zeros could mean zero or could mean nothing was entered. We print the figures as entered, say so on the page, and do not run the number checks on them. Any check that is not run is listed on the page under "Checks not run on this filing".
- Every number names its source. Each figure names the form and section it came from. When a language check fires, the page quotes the sentence it was found in and links the filing on EDGAR, so you can read it in context.
The mechanical checks
Each check is a yes or no test applied the same way to every offering. Each offering page lists the checks that fired and states the date the data was gathered. A check means "read this part of the filing closely." It does not mean the company is failing, and it is not a prediction, a rating of anyone's honesty, or a reason to buy or avoid anything. A company with no checks can still fail.
| Check | What it tests | What it means | What it does not mean |
|---|---|---|---|
| Going-concern language | This offering's own Form C, or an amendment to it, contains "going concern" in a sentence that states it rather than ruling it out. A sentence such as "substantial doubt has been alleviated" does not count. | The company or its accountant wrote about doubt over continuing operations. The page quotes the sentence. | That the company will close. Read the quoted sentence and the notes around it in the filing. |
| Related-party language | This offering's own Form C, or an amendment to it, contains "related party" in a sentence that states it rather than ruling it out. A sentence such as "there are no related party transactions" does not count. | The filing describes dealings with owners, officers or their affiliates. The page quotes the sentence. | That any dealing is improper. Many are routine; read the quoted sentence and the filing. |
| Losses in both years | Net income is below zero in both fiscal years the Form C reports. | The company reports a loss in each of the two years shown. | That losses will continue. Early-stage companies often report losses. |
| Cash under one year of losses | The company reports a net loss and year-end cash is less than that loss. | At the latest loss rate, reported cash covers under 12 months. | That the company will run out of money. It may raise more, cut costs or earn more. |
| No revenue | The Form C reports $0 revenue for the most recent fiscal year. | The company reported no sales that year. | That it has no future sales. The check is not run if revenue is "not reported". |
| Debt above assets | Reported short-term plus long-term debt exceeds reported total assets. | The balance sheet shows more debt than assets. | That the debt is in default. The check is not run if the fields are "not reported". |
| Maximum ask above 10 times revenue | The maximum raise is more than 10 times the latest revenue, or any maximum raise with $0 revenue. | The company is asking for much more than it has recently sold. | That the amount is unreasonable. Raises often fund growth that has not happened yet. |
| Repeat raise | The same company filed two or more new Form C offerings inside our data window. | The company has raised, or tried to raise, more than once recently. | That earlier raises failed. |
| Platform fee of 8% or more | The Form C states platform compensation of 8% or more. | A larger share of the proceeds goes to the platform. | That the fee is unfair. It shows what the filing says. |
| No annual report on file (went quiet) | The offering is at least 15 months old, filed its own progress update (C-U), and the company has no C-AR and no C-TR on EDGAR. | We found no annual report or termination filing on EDGAR for that company as of a stated date. | That the company did anything wrong. A raise may never have closed, in which case no annual report was owed. This check is never shown on offering pages; a company is named only through the Quiet Raise protocol below. |
The Quiet Raise: our 4-step protocol
The Quiet Raise is our recurring list of companies that showed raise progress but have no annual report on EDGAR. We name a company only after all four steps:
- Check EDGAR. Confirm there is no Form C-AR and no Form C-TR for the fiscal year, and save a dated PDF of the EDGAR search.
- Check the deadline. Confirm the 120-day deadline for that fiscal year has passed.
- Contact the company. Email the company, and say that it may reply in up to 200 words.
- Wait 5 business days. If the company replies, we publish the reply beside the listing. If it does not, we publish.
The published line reads: "As of [date], we found no Form C-AR or Form C-TR for [Company] on SEC EDGAR for fiscal year [X], due by [date]. We contacted the company on [date] and received no response." If a company later files the missing report, we update the listing with the new filing and its date within 2 business days of finding it.
In aggregate counts, such as "207 of 449", we say how the group was built and the date of the search. We name no company in an aggregate count.
Limits of the data
- Self-reported. Companies write their own filings. We compare the numbers against GAAP where we can. We are not accountants and we do not audit anything.
- Not every raise is a Form C. Offerings under Regulation A, Regulation D and other exemptions are separate and are not covered unless a Form C mentions them.
- Timing. EDGAR can be updated after we check. Something filed late, or misfiled under another company, may not be seen until the next update.
- Matching. We match filings by the SEC's company number. A company that changes its name or files under a related entity may be missed or split.
- Currency of figures. The financial summary in a Form C covers a past fiscal year. It does not show current cash or sales.
- Not a full picture. A filing does not show a company's product, team or competition beyond what the company chose to write.
- Our own inaccuracies. Automated reading can misparse a filing. A human editor checks every fact we publish against the source documents. If we find we are wrong, the Corrections and Right of Reply Policy applies.
Questions about method: [email protected]