I 
118TH CONGRESS 
1ST SESSION H. R. 2609 
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. 
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 disclo-
sures or offering filings, but subject to the antifraud 
provisions of the Federal securities laws, and for other 
purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Small Entrepreneurs’ 
Empowerment and Development Act of 2023’’ or the 
‘‘SEED Act of 2023’’. 
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SEC. 2. MICRO-OFFERING EXEMPTION. 
(a) IN GENERAL.—Section 4 of the Securities Act of 
1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following: 
‘‘(8) transactions meeting the requirements of 
subsection (f).’’; and 
(2) by adding at the end the following: 
‘‘(f) MICRO-OFFERINGS.—The transactions referred 
to in subsection (a)(8) are transactions involving the sale 
of securities by an issuer (including all entities controlled 
by or under common control with the issuer) where the 
aggregate amount of all securities sold by the issuer, in-
cluding any amount sold in reliance on the exemption pro-
vided under subsection (a)(8), during the 12-month period 
preceding such transaction, does not exceed $250,000.’’. 
(b) DISQUALIFICATION.— 
(1) IN
GENERAL.—Not later than 270 days 
after the date of enactment of this Act, the Securi-
ties and Exchange Commission shall, by rule, estab-
lish disqualification provisions under which an issuer 
shall not be eligible to offer securities pursuant to 
section 4(a)(8) of the Securities Act of 1933, as 
added by this section. 
(2) INCLUSIONS.—Disqualification provisions 
required by this subsection shall— 
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(A) be substantially similar to the provi-
sions of section 230.506(d) of title 17, Code of 
Federal Regulations (or any successor thereto); 
and 
(B) disqualify any offering or sale of secu-
rities by a person that— 
(i) is subject to a final order of a cov-
ered regulator that— 
(I) bars the person from— 
(aa) association with an en-
tity regulated by the covered reg-
ulator; 
(bb) engaging in the busi-
ness of securities, insurance, or 
banking; or 
(cc) engaging in savings as-
sociation or credit union activi-
ties; or 
(II) constitutes a final order 
based on a violation of any law or reg-
ulation that prohibits fraudulent, ma-
nipulative, or deceptive conduct, if 
such final order was issued within the 
previous 10-year period; or 
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(ii) has been convicted of any felony 
or misdemeanor in connection with the 
purchase or sale of any security or involv-
ing the making of any false filing with the 
Commission. 
(3) COVERED REGULATOR DEFINED.—In this 
subsection, the term ‘‘covered regulator’’ means— 
(A) a State securities commission (or an 
agency or officer of a State performing like 
functions); 
(B) a State authority that supervises or 
examines banks, savings associations, or credit 
unions; 
(C) a State insurance commission (or an 
agency or officer of a State performing like 
functions); 
(D) a Federal banking agency (as defined 
under section 3 of the Federal Deposit Insur-
ance Act); and 
(E) the National Credit Union Administra-
tion. 
(c) EXEMPTION UNDER STATE REGULATIONS.—Sec-
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)) is amended— 
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(1) in subparagraph (F), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(H) section 4(a)(8).’’. 
Æ 
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