117 S3939 IS: Small Entrepreneurs’ Empowerment and Development Act of 2022 U.S. Senate 2022-03-28 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.

II117th CONGRESS2d SessionS. 3939IN THE SENATE OF THE UNITED STATESMarch 28, 2022Mr. Scott of South Carolina (for himself and Mr. Moran) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban AffairsA BILLTo amend the Securities Act of 1933 to provide small issuers with a micro-offering exemption free of mandated disclosures or offering filings, but subject to the antifraud provisions of the Federal securities laws, and for other purposes.

1.

Short title

This Act may be cited as the Small Entrepreneurs’ Empowerment and Development Act of 2022 or the SEED Act of 2022.

2.

Micro-offering exemption

(a)

In general

Section 4 of the Securities Act of 1933 (15 U.S.C. 77d) is amended—(1)in subsection (a), by adding at the end the following:(8)transactions meeting the requirements of subsection (f).; and(2)by adding at the end the following:(f)

Micro-Offerings

(1)

In general

The transactions referred to in subsection (a)(8) are transactions involving the sale of securities by an issuer (including all entities controlled by or under common control with the issuer) where the aggregate amount of all securities sold by the issuer, including any amount sold in reliance on the exemption provided under subsection (a)(8), during the 12-month period preceding such transaction, does not exceed $500,000.(2)

Adjustment

The dollar amount in paragraph (1) shall be adjusted by the Commission not less frequently than once every 5 years and at the same time as the adjustments made under section 4A(h), by notice published in the Federal Register to reflect any change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 10,000.(3)

Bad actor prohibition

The exemption under this subsection shall not apply to any person subject to—(A)an event that would disqualify an issuer or other covered person under section 230.506(d)(1) of title 17, Code of Federal Regulations; or(B)a statutory disqualification, as defined in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a))..(b)

Exemption under State regulations

Section 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended—(1)in subparagraph (F), by striking or at the end;(2)in subparagraph (G), by striking the period and inserting ; or; and(3)by adding at the end the following:(H)section 4(a)(8)..