I 

118TH CONGRESS 

1ST SESSION H. R. 2609 

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 HOUSE OF REPRESENTATIVES 

APRIL 13, 2023 

Mr. MCHENRY introduced the following bill; which was referred to the 

Committee on Financial Services 

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 2023’’ or the 

6 ‘‘SEED Act of 2023’’. 


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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.—The transactions referred 

10 to in subsection (a)(8) are transactions involving the sale 

11 of securities by an issuer (including all entities controlled 

12 by or under common control with the issuer) where the 

13 aggregate amount of all securities sold by the issuer, in14 cluding any amount sold in reliance on the exemption pro15 vided under subsection (a)(8), during the 12-month period 

16 preceding such transaction, does not exceed $250,000.’’. 

17 (b) DISQUALIFICATION.— 

18 (1) IN GENERAL.—Not later than 270 days 

19 after the date of enactment of this Act, the Securi20 ties and Exchange Commission shall, by rule, estab21 lish disqualification provisions under which an issuer 

22 shall not be eligible to offer securities pursuant to 

23 section 4(a)(8) of the Securities Act of 1933, as 

24 added by this section. 

25 (2) INCLUSIONS.—Disqualification provisions 

26 required by this subsection shall— 


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1 (A) be substantially similar to the provi2 sions of section 230.506(d) of title 17, Code of 

3 Federal Regulations (or any successor thereto); 

4 and 

5 (B) disqualify any offering or sale of secu6 rities by a person that— 

7 (i) is subject to a final order of a cov8 ered regulator that— 

9 (I) bars the person from— 

10 (aa) association with an en11 tity regulated by the covered reg12 ulator; 

13 (bb) engaging in the busi14 ness of securities, insurance, or 

15 banking; or 

16 (cc) engaging in savings as17 sociation or credit union activi18 ties; or 

19 (II) constitutes a final order 

20 based on a violation of any law or reg21 ulation that prohibits fraudulent, ma22 nipulative, or deceptive conduct, if 

23 such final order was issued within the 

24 previous 10-year period; or 


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1 (ii) has been convicted of any felony 

2 or misdemeanor in connection with the 

3 purchase or sale of any security or involv4 ing the making of any false filing with the 

5 Commission. 

6 (3) COVERED REGULATOR DEFINED.—In this 

7 subsection, the term ‘‘covered regulator’’ means— 

8 (A) a State securities commission (or an 

9 agency or officer of a State performing like 

10 functions); 

11 (B) a State authority that supervises or 

12 examines banks, savings associations, or credit 

13 unions; 

14 (C) a State insurance commission (or an 

15 agency or officer of a State performing like 

16 functions); 

17 (D) a Federal banking agency (as defined 

18 under section 3 of the Federal Deposit Insur19 ance Act); and 

20 (E) the National Credit Union Administra21 tion. 

22 (c) EXEMPTION UNDER STATE REGULATIONS.—Sec23 tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 

24 77r(b)(4)) is amended— 


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

2 the end; 

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

4 and inserting ‘‘; or’’; and 

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

6 ‘‘(H) section 4(a)(8).’’. 

Æ 


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