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‘‘(I) such other information as the Commis-
sion may, by rule, prescribe, for the protection of 
investors and in the public interest; 
‘‘(2) not advertise the terms of the offering, ex-
cept for notices which direct investors to the funding 
portal or broker; 
‘‘(3) not compensate or commit to compensate, 
directly or indirectly, any person to promote its offer-
ings through communication channels provided by a 
broker or funding portal, without taking such steps as 
the Commission shall, by rule, require to ensure that 
such person clearly discloses the receipt, past or pro-
spective, of such compensation, upon each instance of 
such promotional communication; 
‘‘(4) not less than annually, file with the Com-
mission and provide to investors reports of the results 
of operations and financial statements of the issuer, 
as the Commission shall, by rule, determine appro-
priate, subject to such exceptions and termination 
dates as the Commission may establish, by rule; and 
‘‘(5) comply with such other requirements as the 
Commission may, by rule, prescribe, for the protec-
tion of investors and in the public interest. 
‘‘(c) LIABILITY FOR MATERIAL MISSTATEMENTS AND 
OMISSIONS.—
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‘‘(1) ACTIONS AUTHORIZED.— 
‘‘(A) IN GENERAL.—Subject to paragraph 
(2), a person who purchases a security in a 
transaction exempted by the provisions of section 
4(6) may bring an action against an issuer de-
scribed in paragraph (2), either at law or in eq-
uity in any court of competent jurisdiction, to 
recover the consideration paid for such security 
with interest thereon, less the amount of any in-
come received thereon, upon the tender of such se-
curity, or for damages if such person no longer 
owns the security. 
‘‘(B) LIABILITY.—An action brought under 
this paragraph shall be subject to the provisions 
of section 12(b) and section 13, as if the liability 
were created under section 12(a)(2). 
‘‘(2) APPLICABILITY.—An issuer shall be liable 
in an action under paragraph (1), if the issuer— 
‘‘(A) by the use of any means or instru-
ments of transportation or communication in 
interstate commerce or of the mails, by any 
means of any written or oral communication, in 
the offering or sale of a security in a transaction 
exempted by the provisions of section 4(6), makes 
an untrue statement of a material fact or omits
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to state a material fact required to be stated or 
necessary in order to make the statements, in the 
light of the circumstances under which they were 
made, not misleading, provided that the pur-
chaser did not know of such untruth or omission; 
and 
‘‘(B) does not sustain the burden of proof 
that such issuer did not know, and in the exer-
cise of reasonable care could not have known, of 
such untruth or omission. 
‘‘(3) DEFINITION.—As used in this subsection, 
the term ‘issuer’ includes any person who is a direc-
tor or partner of the issuer, and the principal execu-
tive officer or officers, principal financial officer, and 
controller or principal accounting officer of the issuer 
(and any person occupying a similar status or per-
forming a similar function) that offers or sells a secu-
rity in a transaction exempted by the provisions of 
section 4(6), and any person who offers or sells the se-
curity in such offering. 
‘‘(d) INFORMATION AVAILABLE TO STATES.—The Com-
mission shall make, or shall cause to be made by the rel-
evant broker or funding portal, the information described 
in subsection (b) and such other information as the Com-
mission, by rule, determines appropriate, available to the
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securities commission (or any agency or office performing 
like functions) of each State and territory of the United 
States and the District of Columbia. 
‘‘(e) RESTRICTIONS ON SALES.—Securities issued pur-
suant to a transaction described in section 4(6)— 
‘‘(1) may not be transferred by the purchaser of 
such securities during the 1-year period beginning on 
the date of purchase, unless such securities are trans-
ferred— 
‘‘(A) to the issuer of the securities; 
‘‘(B) to an accredited investor; 
‘‘(C) as part of an offering registered with 
the Commission; or 
‘‘(D) to a member of the family of the pur-
chaser or the equivalent, or in connection with 
the death or divorce of the purchaser or other 
similar circumstance, in the discretion of the 
Commission; and 
‘‘(2) shall be subject to such other limitations as 
the Commission shall, by rule, establish. 
‘‘(f) APPLICABILITY.—Section 4(6) shall not apply to 
transactions involving the offer or sale of securities by any 
issuer that—
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‘‘(1) is not organized under and subject to the 
laws of a State or territory of the United States or 
the District of Columbia; 
‘‘(2) is subject to the requirement to file reports 
pursuant to section 13 or section 15(d) of the Securi-
ties Exchange Act of 1934; 
‘‘(3) is an investment company, as defined in 
section 3 of the Investment Company Act of 1940, or 
is excluded from the definition of investment company 
by section 3(b) or section 3(c) of that Act; or 
‘‘(4) the Commission, by rule or regulation, de-
termines appropriate. 
‘‘(g) RULE OF CONSTRUCTION.—Nothing in this sec-
tion or section 4(6) shall be construed as preventing an 
issuer from raising capital through methods not described 
under section 4(6). 
‘‘(h) CERTAIN CALCULATIONS.— 
‘‘(1) DOLLAR AMOUNTS.—Dollar amounts in sec-
tion 4(6) and subsection (b) of this section shall be 
adjusted by the Commission not less frequently than 
once every 5 years, by notice published in the Federal 
Register to reflect any change in the Consumer Price 
Index for All Urban Consumers published by the Bu-
reau of Labor Statistics.