HR 3606 PCS
other than the issuer is no less than 60 percent of 
the target offering amount; 
‘‘(8) carries out a background check on the 
issuer’s principals; 
‘‘(9) provides the Commission and potential in-
vestors with notice of the offering, not later than the 
first day securities are offered to potential investors, 
including— 
‘‘(A) the issuer’s name, legal status, phys-
ical address, and website address; 
‘‘(B) the names of the issuer’s principals; 
‘‘(C) the stated purpose and intended use 
of the proceeds of the offering sought by the 
issuer; and 
‘‘(D) the target offering amount and the 
deadline to reach the target offering amount; 
‘‘(10) outsources cash-management functions to 
a qualified third party custodian, such as a broker 
or dealer registered under section 15(b)(1) of the 
Securities Exchange Act of 1934 or an insured de-
pository institution; 
‘‘(11) maintains such books and records as the 
Commission determines appropriate; 
‘‘(12) makes available on the intermediary’s 
website a method of communication that permits the 
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issuer and investors to communicate with one an-
other; 
‘‘(13) provides the Commission with a notice 
upon completion of the offering, which shall include 
the aggregate offering amount and the number of 
purchasers; and 
‘‘(14) does not offer investment advice. 
‘‘(b) REQUIREMENTS
ON ISSUERS
IF NO INTER-
MEDIARY.—For purposes of section 4(6), an issuer who 
offers or sells securities without an intermediary shall 
comply with the requirements of this subsection if the 
issuer— 
‘‘(1) warns investors, including on the issuer’s 
website, of the speculative nature generally applica-
ble to investments in startups, emerging businesses, 
and small issuers, including risks in the secondary 
market related to illiquidity; 
‘‘(2) warns investors that they are subject to 
the restriction on sales requirement described under 
subsection (e); 
‘‘(3) takes reasonable measures to reduce the 
risk of fraud with respect to such transaction; 
‘‘(4) provides the Commission with the issuer’s 
physical address, website address, and the names of 
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the principals and employees of the issuers, and 
keeps such information up-to-date; 
‘‘(5) provides the Commission with continuous 
investor-level access to the issuer’s website; 
‘‘(6) requires each potential investor to answer 
questions demonstrating— 
‘‘(A) an understanding of the level of risk 
generally applicable to investments in startups, 
emerging businesses, and small issuers; 
‘‘(B) an understanding of the risk of 
illiquidity; and 
‘‘(C) such other areas as the Commission 
may determine appropriate by rule or regula-
tion; 
‘‘(7) states a target offering amount and en-
sures that the third party custodian described under 
paragraph (9) withholds offering proceeds until the 
aggregate capital raised from investors other than 
the issuer is no less than 60 percent of the target 
offering amount; 
‘‘(8) provides the Commission with notice of the 
offering, not later than the first day securities are 
offered to potential investors, including— 
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