Item 4 of a Form D asks a company for its revenue, in bands, and allows it to decline. Most do: of the 20,000 or so raises begun in 2024 and 2025, about 16,800 declined to say. The rest give an unusually clean comparison, because the question is the same for everyone and the answer is filed under the threat of an SEC enforcement action.2
The answer is stark. Companies that reported no revenue sold their whole raise 19.5% of the time, and 62.3% of them sold less than half. Companies with up to $1m of revenue did a little better, at 29.1%. Companies with $5m to $25m sold in full 48.4% of the time, and those with more than $100m, 51.2%.1
Pre-revenue companies did not ask for less. Their median target was $5m, the same as companies with revenue of $1m to $5m. They asked more people, a median of ten investors against seven, and sold less of it.
The plain reading is that revenue changes the conversation. A company with revenue can show a customer paying for the thing. An investor can call that customer, check the invoices and read the churn. A company without revenue asks the investor to believe a forecast, and belief takes more meetings, more investors and more time. Our own reading of the record is that time is what most failed raises run out of.
Revenue is the one fact an investor does not have to take on trust.
Two cautions. Companies choose whether to disclose, and those that do may differ from those that decline. And "no revenue" includes very different businesses: a biotech two years from a trial result, and a property developer with a site and no tenants. The second may be easier to finance with debt than with equity, and many are.
For a founder raising before revenue, the arithmetic argues for three things. Raise less, and stage it to milestones an investor can check. Bring evidence that does the work revenue would do, such as signed letters of intent, a paid pilot or a regulatory approval. And start sooner than seems necessary: a raise that sells half its target in nine months has usually had a good story and too little time.
Method. US operating companies' Form D offerings of $1m to $1bn (pooled investment funds excluded), read from the SEC's quarterly data sets. Fill rates use offerings begun from 2022 to 2024 with a stated amount, so each has had time to finish. "Sold in full" means at least 99.9% of the amount offered, "less than half" under 50%, as last reported. Counts of raises, investors and cheques use offerings begun in 2024 and 2025. The cheque is the amount sold divided by the number of investors. Every table behind this note is in the Ledger, where it can be sorted and copied.
“Revenue is the one fact an investor does not have to take on trust.”
Sources
- Form D data sets, US Securities and Exchange Commission, 2014 to 2026
- Form D, General Instructions, US Securities and Exchange Commission
Cite as: “Pre-revenue raises sell in full one time in five”, Norvian Review, 22 October 2026.