Encouraging Public Offerings Act of 2023

To amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes. 1. Short title This Act may be cited as the Encouraging Public Offerings Act of 2023 2. Expanding testing the waters and confidential submissions The Securities Act of 1933 ( 15 U.S.C. 77a et seq. (1) in section 5(d) ( 15 U.S.C. 77e(d) (A) by striking Notwithstanding (1) In general Notwithstanding ; (B) by striking an emerging growth company or any person authorized to act on behalf of an emerging growth company an issuer or any person authorized to act on behalf of an issuer (C) by adding at the end the following: (2) Additional requirements (A) Regulations The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the engaging in oral or written communications described under paragraph (1) by an issuer other than an emerging growth company as the Commission determines appropriate. (B) Report to Congress Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking. ; and (2) in section 6(e) ( 15 U.S.C. 77f(e) (A) in the heading, by striking Emerging growth companies Draft registration statements (B) by redesignating paragraph (2) as paragraph (4); and (C) by striking paragraph (1) and inserting the following: (1) Prior to initial public offering Any issuer, prior to its initial public offering date, may confidentially submit to the Commission a draft registration statement, for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than 15 days before the date on which the issuer conducts a road show, as defined in section 230.433(h) of title 17, Code of Federal Regulations, or, in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement. (2) Within 1 year after initial public offering or exchange registration Any issuer, within the 1-year period following its initial public offering or its registration of a security under section 12(b) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78l(b) (3) Additional requirements (A) Regulations The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the submission of draft registration statements described under this subsection by an issuer other than an emerging growth company as the Commission determines appropriate. (B) Report to Congress Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking. . June 5, 2023 Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed

Summary: Encouraging Public Offerings Act of 2023 This bill provides statutory authority for all issuers of securities to use certain offering procedures that are available to emerging growth companies. Specifically, the bill allows under statute issuers of securities to communicate with potential investors to ascertain interest in a contemplated securities offering, either before or after the filing of a registration statement (i.e., test the waters). Additionally, issuers are allowed under statute to submit a confidential draft registration statement to the Securities and Exchange Commission (SEC) for review prior to public filing or within one year after the initial public offering or registration (i.e., a follow-on offering). If the SEC pursues further rulemaking to related to these provisions, the SEC must submit a report to Congress supporting the basis of the rulemaking.