Improving Access to Capital for Emerging Growth Companies Act

To amend certain provisions of the securities laws relating to the treatment of emerging growth companies. 1. Short title This Act may be cited as the Improving Access to Capital for Emerging Growth Companies Act 2. Filing requirement for public filing prior to public offering Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) 21 days 15 days 3. Grace period for change of status of emerging growth companies Section 6(e)(1) of the Securities Act of 1933 ( 15 U.S.C. 77f(e)(1) An issuer that was an emerging growth company at the time it filed a confidential registration statement for review under this subsection but is no longer an emerging growth company shall continue to be treated as an emerging growth company for purposes of this subsection through the earlier of the date on which the issuer consummates its initial public offering pursuant to such registration statement or the end of the 1-year period beginning on the date that the company is no longer an emerging growth company. 4. Simplified disclosure requirements for emerging growth companies Section 102 of the Jumpstart Our Business Startups Act ( Public Law 112–106 (d) Simplified disclosure requirements With respect to an emerging growth company (as such term is defined under section 2 of the Securities Act of 1933): (1) Requirement to include notice on form S–1 Not later than 30 days after the date of enactment of this subsection, the Securities and Exchange Commission shall revise its general instructions on Form S–1 to indicate that a registration statement filed (or submitted for confidential review) by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation S–X (17 C.F.R. 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that— (A) prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all relevant periods required at the date of such amendment; and (B) the issuer reasonably believes such financial disclosure will no longer be required to be included in the Form S–1 at the time of the contemplated offering. (2) Reliance by issuers Effective 30 days after the date of enactment of this subsection, an issuer filing a registration statement (or submitting the statement for confidential review) utilizing Form S–1 may omit financial information for historical periods otherwise required by regulation S–X (17 C.F.R. 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that prior to the public filing of Form S–1, such registration statement is amended to include all relevant periods required at the date of such amendment. . 5. Filing requirements for follow-on offerings Section 6(e) of the Securities Act of 1933 ( 15 U.S.C. 77f(e) (3) Follow-on offerings An emerging growth company may, within 1 year of the company’s initial public offering, confidentially submit to the Commission a draft registration statement for any securities to be issued subsequent to its initial public offering, for confidential nonpublic review by the staff of the Commission prior to publicly filing a registration statement, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than 2 days before the date on which the emerging growth company issues such securities. .

Summary: Improving Access to Capital for Emerging Growth Companies Act Amends the Securities Act of 1933 (Act) to reduce from 21 to 15 the number of days before a "road show" that an emerging growth company (EGC), before its initial public offering (IPO) date, may publicly file a draft registration statement for confidential nonpublic review by Securities and Exchange Commission (SEC) staff. (A financial "road show" is an offer [other than a statutory prospectus or a portion of one] that contains a presentation regarding an offering by one or more members of the issuer's management and includes discussion of one or more of the issuer, such management, and the securities being offered. Typically, a road show is a series of meetings across different cities, often before an IPO, in which top executives from a company have the opportunity to talk with current or potential investors.) Prescribes a grace period during which an issuer that was an EGC at the time it filed a confidential registration statement for confidential SEC review, but is no longer one, shall continue to be treated as one. Authorizes an EGC, within one year of its IPO, to submit confidentially to the SEC a draft registration statement for any securities to be issued subsequent to its IPO (follow-on offerings) for confidential nonpublic review by SEC staff before publicly filing a registration statement, if the initial confidential submission, including amendments, is publicly filed with the SEC within two days before it issues those follow-on offerings. Amends the Jumpstart Our Business Startups Act to direct the SEC to revise its general instructions on Form S-1 to prescribe conditions under which a registration statement that is filed by an issuer (or submitted for confidential review) before its IPO may omit financial disclosure information for historical periods otherwise required.