HR 3606 PCS
‘‘(B) The securities may be offered and 
sold publicly. 
‘‘(C) The securities shall not be restricted 
securities within the meaning of the Federal se-
curities laws and the regulations promulgated 
thereunder. 
‘‘(D) The civil liability provision in section 
12(a)(2) shall apply to any person offering or 
selling such securities. 
‘‘(E) The issuer may solicit interest in the 
offering prior to filing any offering statement, 
on such terms and conditions as the Commis-
sion may prescribe in the public interest or for 
the protection of investors. 
‘‘(F) The Commission shall require the 
issuer to file audited financial statements with 
the Commission annually. 
‘‘(G) Such other terms, conditions, or re-
quirements as the Commission may determine 
necessary in the public interest and for the pro-
tection of investors, which may include— 
‘‘(i) a requirement that the issuer pre-
pare and electronically file with the Com-
mission and distribute to prospective inves-
tors an offering statement, and any related 
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documents, in such form and with such 
content as prescribed by the Commission, 
including audited financial statements, a 
description of the issuer’s business oper-
ations, its financial condition, its corporate 
governance principles, its use of investor 
funds, and other appropriate matters; and 
‘‘(ii) disqualification provisions under 
which the exemption shall not be available 
to the issuer or its predecessors, affiliates, 
officers, directors, underwriters, or other 
related persons, which shall be substan-
tially similar to the disqualification provi-
sions contained in the regulations adopted 
in accordance with section 926 of the 
Dodd-Frank Wall Street Reform and Con-
sumer Protection Act (15 U.S.C. 77d 
note). 
‘‘(3) LIMITATION.—Only the following types of 
securities may be exempted under a rule or regula-
tion adopted pursuant to paragraph (2): equity secu-
rities, debt securities, and debt securities convertible 
or exchangeable to equity interests, including any 
guarantees of such securities. 
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‘‘(4) 
PERIODIC
DISCLOSURES.—Upon 
such 
terms and conditions as the Commission determines 
necessary in the public interest and for the protec-
tion of investors, the Commission by rule or regula-
tion may require an issuer of a class of securities ex-
empted under paragraph (2) to make available to in-
vestors and file with the Commission periodic disclo-
sures regarding the issuer, its business operations, 
its financial condition, its corporate governance prin-
ciples, its use of investor funds, and other appro-
priate matters, and also may provide for the suspen-
sion and termination of such a requirement with re-
spect to that issuer. 
‘‘(5) ADJUSTMENT.—Not later than 2 years 
after the date of enactment of the Small Company 
Capital Formation Act of 2011 and every 2 years 
thereafter, the Commission shall review the offering 
amount limitation described in paragraph (2)(A) and 
shall increase such amount as the Commission deter-
mines appropriate. If the Commission determines 
not to increase such amount, it shall report to the 
Committee on Financial Services of the House of 
Representatives and the Committee on Banking, 
Housing, and Urban Affairs of the Senate on its 
reasons for not increasing the amount.’’. 
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(b) TREATMENT AS COVERED SECURITIES FOR PUR-
POSES OF NSMIA.—Section 18(b)(4) of the Securities 
Act of 1933 (as amended by section 303) (15 U.S.C. 
77r(b)(4)) is further amended by inserting after subpara-
graph (C) (as added by such section) the following: 
‘‘(D) a rule or regulation adopted pursuant 
to section 3(b)(2) and such security is— 
‘‘(i) offered or sold on a national secu-
rities exchange; or 
‘‘(ii) offered or sold to a qualified pur-
chaser, as defined by the Commission pur-
suant to paragraph (3) with respect to that 
purchase or sale;’’. 
(c) CONFORMING AMENDMENT.—Section 4(5) of the 
Securities Act of 1933 is amended by striking ‘‘section 
3(b)’’ and inserting ‘‘section 3(b)(1)’’. 
SEC. 402. STUDY ON THE IMPACT OF STATE BLUE SKY 
LAWS ON REGULATION A OFFERINGS. 
The Comptroller General shall conduct a study on the 
impact of State laws regulating securities offerings, or 
‘‘Blue Sky laws’’, on offerings made under Regulation A 
(17 CFR 230.251 et seq.). The Comptroller General shall 
transmit a report on the findings of the study to the Com-
mittee on Financial Services of the House of Representa-
tives, and the Committee on Banking, Housing, and 
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