II 

117TH CONGRESS 

2D SESSION S. 3939 

To amend the Securities Act of 1933 to provide small issuers with a microoffering exemption free of mandated disclosures or offering filings, but 

subject to the antifraud provisions of the Federal securities laws, and 

for other purposes. 

IN THE SENATE OF THE UNITED STATES 

MARCH 28, 2022 

Mr. 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 Affairs 

A BILL 

To 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 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 ‘‘Small Entrepreneurs’ 

5 Empowerment and Development Act of 2022’’ or the 

6 ‘‘SEED Act of 2022’’. 


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•S 3939 IS

1 SEC. 2. MICRO-OFFERING EXEMPTION. 

2 (a) IN GENERAL.—Section 4 of the Securities Act of 

3 1933 (15 U.S.C. 77d) is amended— 

4 (1) in subsection (a), by adding at the end the 

5 following: 

6 ‘‘(8) transactions meeting the requirements of 

7 subsection (f).’’; and 

8 (2) by adding at the end the following: 

9 ‘‘(f) MICRO-OFFERINGS.— 

10 ‘‘(1) IN GENERAL.—The transactions referred 

11 to in subsection (a)(8) are transactions involving the 

12 sale of securities by an issuer (including all entities 

13 controlled by or under common control with the 

14 issuer) where the aggregate amount of all securities 

15 sold by the issuer, including any amount sold in reli16 ance on the exemption provided under subsection 

17 (a)(8), during the 12-month period preceding such 

18 transaction, does not exceed $500,000. 

19 ‘‘(2) ADJUSTMENT.—The dollar amount in 

20 paragraph (1) shall be adjusted by the Commission 

21 not less frequently than once every 5 years and at 

22 the same time as the adjustments made under sec23 tion 4A(h), by notice published in the Federal Reg24 ister to reflect any change in the Consumer Price 

25 Index for All Urban Consumers published by the 


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•S 3939 IS

1 Bureau of Labor Statistics, setting the threshold to 

2 the nearest 10,000. 

3 ‘‘(3) BAD ACTOR PROHIBITION.—The exemp4 tion under this subsection shall not apply to any per5 son subject to— 

6 ‘‘(A) an event that would disqualify an 

7 issuer or other covered person under section 

8 230.506(d)(1) of title 17, Code of Federal Reg9 ulations; or 

10 ‘‘(B) a statutory disqualification, as de11 fined in section 3(a) of the Securities Exchange 

12 Act of 1934 (15 U.S.C. 78c(a)).’’. 

13 (b) EXEMPTION UNDER STATE REGULATIONS.—Sec14 tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 

15 77r(b)(4)) is amended— 

16 (1) in subparagraph (F), by striking ‘‘or’’ at 

17 the end; 

18 (2) in subparagraph (G), by striking the period 

19 and inserting ‘‘; or’’; and 

20 (3) by adding at the end the following: 

21 ‘‘(H) section 4(a)(8).’’. 

Æ 


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