IIB 
114TH CONGRESS 
1ST SESSION H. R. 1839 
IN THE SENATE OF THE UNITED STATES 
OCTOBER 7, 2015 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
To amend the Securities Act of 1933 to exempt certain 
transactions involving purchases by accredited investors, 
and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Reforming Access for 
Investments in Startup Enterprises Act of 2015’’ or the 
‘‘RAISE Act of 2015’’. 
SEC. 2. EXEMPTED TRANSACTIONS. 
(a) EXEMPTED TRANSACTIONS.—Section 4 of the Se-
curities Act of 1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following new paragraph: 
‘‘(7) transactions meeting the requirements of 
subsection (d).’’; 
(2) by redesignating the second subsection (b) 
(relating to securities offered and sold in compliance 
with Rule 506 of Regulation D) as subsection (c); 
and 
(3) by adding at the end the following: 
‘‘(d) CERTAIN
ACCREDITED
INVESTOR
TRANS-
ACTIONS.—The transactions referred to in subsection 
(a)(7) are transactions meeting the following require-
ments: 
‘‘(1) ACCREDITED INVESTOR REQUIREMENT.— 
Each purchaser is an accredited investor, as that 
term is defined in section 230.501(a) of title 17, 
Code of Federal Regulations (or any successor regu-
lation). 
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‘‘(2) PROHIBITION ON GENERAL SOLICITATION 
OR ADVERTISING.—Neither the seller, nor any per-
son acting on the seller’s behalf, offers or sells secu-
rities by any form of general solicitation or general 
advertising. 
‘‘(3) INFORMATION
REQUIREMENT.—In the 
case of a transaction involving the securities of an 
issuer that is neither subject to section 13 or 15(d) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78m; 78o(d)), nor exempt from reporting pursuant 
to section 240.12g3–2(b) of title 17, Code of Federal 
Regulations, nor a foreign government (as defined in 
section 230.405 of title 17, Code of Federal Regula-
tions) eligible to register securities under Schedule 
B, the seller and a prospective purchaser designated 
by the seller obtain from the issuer, upon request of 
the seller, and the seller in all cases makes available 
to a prospective purchaser, the following information 
(which shall be reasonably current in relation to the 
date of resale under this section): 
‘‘(A) The exact name of the issuer and the 
issuer’s predecessor (if any). 
‘‘(B) The address of the issuer’s principal 
executive offices. 
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‘‘(C) The exact title and class of the secu-
rity. 
‘‘(D) The par or stated value of the secu-
rity. 
‘‘(E) The number of shares or total 
amount of the securities outstanding as of the 
end of the issuer’s most recent fiscal year. 
‘‘(F) The name and address of the transfer 
agent, corporate secretary, or other person re-
sponsible for transferring shares and stock cer-
tificates. 
‘‘(G) A statement of the nature of the 
business of the issuer and the products and 
services it offers, which shall be presumed rea-
sonably current if the statement is as of 12 
months before the transaction date. 
‘‘(H) The names of the officers and direc-
tors of the issuer. 
‘‘(I) The names of any persons registered 
as a broker, dealer, or agent that shall be paid 
or given, directly or indirectly, any commission 
or remuneration for such person’s participation 
in the offer or sale of the securities. 
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‘‘(J) The issuer’s most recent balance 
sheet and profit and loss statement and similar 
financial statements, which shall— 
‘‘(i) be for such part of the 2 pre-
ceding fiscal years as the issuer has been 
in operation; 
‘‘(ii) be prepared in accordance with 
generally accepted accounting principles or, 
in the case of a foreign private issuer, be 
prepared in accordance with generally ac-
cepted accounting principles or the Inter-
national Financial Reporting Standards 
issued by the International Accounting 
Standards Board; 
‘‘(iii) be presumed reasonably current 
if— 
‘‘(I) with respect to the balance 
sheet, the balance sheet is as of a date 
less than 16 months before the trans-
action date; and 
‘‘(II) with respect to the profit 
and loss statement, such statement is 
for the 12 months preceding the date 
of the issuer’s balance sheet; and 
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‘‘(iv) if the balance sheet is not as of 
a date less than 6 months before the trans-
action date, be accompanied by additional 
statements of profit and loss for the period 
from the date of such balance sheet to a 
date less than 6 months before the trans-
action date. 
‘‘(K) To the extent that the seller is a con-
trol person with respect to the issuer, a brief 
statement regarding the nature of the affili-
ation, and a statement certified by such seller 
that they have no reasonable grounds to believe 
that the issuer is in violation of the securities 
laws or regulations. 
‘‘(4) ISSUERS DISQUALIFIED.—The transaction 
is not for the sale of a security where the seller is 
an issuer or a subsidiary, either directly or indi-
rectly, of the issuer. 
‘‘(5) BAD
ACTOR
PROHIBITION.—Neither the 
seller, nor any person that has been or will be paid 
(directly or indirectly) remuneration or a commission 
for their participation in the offer or sale of the se-
curities, including solicitation of purchasers for the 
seller is subject to an event that would disqualify an 
issuer or other covered person under Rule 506(d)(1) 
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of Regulation D (17 CFR 230.506(d)(1)) or is sub-
ject to a statutory disqualification described under 
section 3(a)(39) of the Securities Exchange Act of 
1934. 
‘‘(6) BUSINESS REQUIREMENT.—The issuer is 
engaged in business, is not in the organizational 
stage or in bankruptcy or receivership, and is not a 
blank check, blind pool, or shell company that has 
no specific business plan or purpose or has indicated 
that the issuer’s primary business plan is to engage 
in a merger or combination of the business with, or 
an acquisition of, an unidentified person. 
‘‘(7) UNDERWRITER PROHIBITION.—The trans-
action is not with respect to a security that con-
stitutes the whole or part of an unsold allotment to, 
or a subscription or participation by, a broker or 
dealer as an underwriter of the security or a redis-
tribution. 
‘‘(8) OUTSTANDING
CLASS
REQUIREMENT.— 
The transaction is with respect to a security of a 
class that has been authorized and outstanding for 
at least 90 days prior to the date of the transaction. 
‘‘(e) ADDITIONAL REQUIREMENTS.— 
‘‘(1) IN GENERAL.—With respect to an exempt-
ed transaction described under subsection (a)(7): 
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‘‘(A) Securities acquired in such trans-
action shall be deemed to have been acquired in 
a transaction not involving any public offering. 
‘‘(B) Such transaction shall be deemed not 
to be a distribution for purposes of section 
2(a)(11). 
‘‘(C) Securities involved in such trans-
action shall be deemed to be restricted securi-
ties within the meaning of Rule 144 (17 CFR 
230.144). 
‘‘(2) RULE OF CONSTRUCTION.—The exemption 
provided by subsection (a)(7) shall not be the exclu-
sive means for establishing an exemption from the 
registration requirements of section 5.’’. 
(b) EXEMPTION IN CONNECTION WITH CERTAIN EX-
EMPT OFFERINGS.—Section 18(b)(4) of the Securities Act 
of 1933 (15 U.S.C. 77r(b)(4)) is amended— 
(1) by redesignating the second subparagraph 
(D) and subparagraph (E) as subparagraphs (E) 
and (F), respectively; 
(2) in subparagraph (E), as so redesignated, by 
striking ‘‘; or’’ and inserting a semicolon; 
(3) in subparagraph (F), as so redesignated, by 
striking the period and inserting ‘‘; or’’; and 
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