I 

114TH CONGRESS 

1ST SESSION H. R. 2064 

To amend certain provisions of the securities laws relating to the treatment 

of emerging growth companies. 

IN THE HOUSE OF REPRESENTATIVES 

APRIL 28, 2015 

Mr. FINCHER (for himself and Mr. DELANEY) introduced the following bill; 

which was referred to the Committee on Financial Services 

A BILL 

To amend certain provisions of the securities laws relating 

to the treatment of emerging growth companies. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Improving Access to 

5 Capital for Emerging Growth Companies Act’’. 

6 SEC. 2. FILING REQUIREMENT FOR PUBLIC FILING PRIOR 

7 TO PUBLIC OFFERING. 

8 Section 6(e)(1) of the Securities Act of 1933 (15 

9 U.S.C. 77f(e)(1)) is amended by striking ‘‘21 days’’ and 

10 inserting ‘‘15 days’’. 


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1 SEC. 3. GRACE PERIOD FOR CHANGE OF STATUS OF 

2 EMERGING GROWTH COMPANIES. 

3 Section 6(e)(1) of the Securities Act of 1933 (15 

4 U.S.C. 77f(e)(1)) is further amended by adding at the end 

5 the following: ‘‘An issuer that was an emerging growth 

6 company at the time it submitted a confidential registra7 tion statement or, in lieu thereof, a publicly filed registra8 tion statement for review under this subsection but ceases 

9 to be an emerging growth company thereafter shall con10 tinue to be treated as an emerging market growth com11 pany for the purposes of this subsection through the ear12 lier of the date on which the issuer consummates its initial 

13 public offering pursuant to such registrations statement 

14 or the end of the 1-year period beginning on the date the 

15 company ceases to be an emerging growth company.’’. 

16 SEC. 4. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR 

17 EMERGING GROWTH COMPANIES. 

18 Section 102 of the Jumpstart Our Business Startups 

19 Act (Public Law 112–106) is amended by adding at the 

20 end the following: 

21 ‘‘(d) SIMPLIFIED DISCLOSURE REQUIREMENTS.— 

22 With respect to an emerging growth company (as such 

23 term is defined under section 2 of the Securities Act of 

24 1933): 

25 ‘‘(1) REQUIREMENT TO INCLUDE NOTICE ON

26 FORM S–1.—Not later than 30 days after the date 


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1 of enactment of this subsection, the Securities and 

2 Exchange Commission shall revise its general in3 structions on Form S–1 to indicate that a registra4 tion statement filed (or submitted for confidential 

5 review) by an issuer prior to an initial public offer6 ing may omit financial information for historical pe7 riods otherwise required by regulation S–X (17 

8 C.F.R. 210.1–01 et seq.) as of the time of filing (or 

9 confidential submission) of such registration state10 ment, provided that— 

11 ‘‘(A) the omitted financial information re12 lates to a historical period that the issuer rea13 sonably believes will not be required to be in14 cluded in the Form S–1 at the time of the con15 templated offering; and 

16 ‘‘(B) prior to the issuer distributing a pre17 liminary prospectus to investors, such registra18 tion statement is amended to include all finan19 cial information required by such regulation S– 

20 X at the date of such amendment. 

21 ‘‘(2) RELIANCE BY ISSUERS.—Effective 30 days 

22 after the date of enactment of this subsection, an 

23 issuer filing a registration statement (or submitting 

24 the statement for confidential review) on Form S– 

25 1 may omit financial information for historical periVerDate Sep 11 2014 00:39 May 07, 2015 Jkt 049200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H2064.IH H2064

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1 ods otherwise required by regulation S–X (17 C.F.R. 

2 210.1–01 et seq.) as of the time of filing (or con3 fidential submission) of such registration statement, 

4 provided that— 

5 ‘‘(A) the omitted financial information re6 lates to a historical period that the issuer rea7 sonably believes will not be required to be in8 cluded in the Form S–1 at the time of the con9 templated offering; and 

10 ‘‘(B) prior to the issuer distributing a pre11 liminary prospectus to investors, such registra12 tion statement is amended to include all finan13 cial information required by such regulation S– 

14 X at the date of such amendment.’’. 

Æ 


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