H. R. 3606—14 
‘‘(B) LIABILITY.—An action brought under this para-
graph 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 instruments 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 
to state a material fact required to be stated or necessary 
in order to make the statements, in the light of the cir-
cumstances under which they were made, not misleading, 
provided that the purchaser 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 exercise 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 director or partner of 
the issuer, and the principal executive officer or officers, prin-
cipal financial officer, and controller or principal accounting 
officer of the issuer (and any person occupying a similar status 
or performing a similar function) that offers or sells a security 
in a transaction exempted by the provisions of section 4(6), 
and any person who offers or sells the security in such offering. 
‘‘(d) INFORMATION AVAILABLE
TO STATES.—The Commission 
shall make, or shall cause to be made by the relevant broker 
or funding portal, the information described in subsection (b) and 
such other information as the Commission, by rule, determines 
appropriate, available to the 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 pursuant to 
a transaction described in section 4(6)— 
‘‘(1) may not be transferred by the purchaser of such securi-
ties during the 1-year period beginning on the date of purchase, 
unless such securities are transferred— 
‘‘(A) to the issuer of the securities; 
‘‘(B) to an accredited investor; 
‘‘(C) as part of an offering registered with the Commis-
sion; or 
‘‘(D) to a member of the family of the purchaser 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— 
‘‘(1) is not organized under and subject to the laws of 
a State or territory of the United States or the District of 
Columbia;
H. R. 3606—15 
‘‘(2) is subject to the requirement to file reports pursuant 
to section 13 or section 15(d) of the Securities 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, determines 
appropriate. 
‘‘(g) RULE OF CONSTRUCTION.—Nothing in this section 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 section 4(6) and 
subsection (b) of this section shall be adjusted by the Commis-
sion 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 Bureau of Labor Statistics. 
‘‘(2) INCOME AND NET WORTH.—The income and net worth 
of a natural person under section 4(6)(B) shall be calculated 
in accordance with any rules of the Commission under this 
title regarding the calculation of the income and net worth, 
respectively, of an accredited investor.’’. 
(c) RULEMAKING.—Not later than 270 days after the date of 
enactment of this Act, the Securities and Exchange Commission 
(in this title referred to as the ‘‘Commission’’) shall issue such 
rules as the Commission determines may be necessary or appro-
priate for the protection of investors to carry out sections 4(6) 
and section 4A of the Securities Act of 1933, as added by this 
title. In carrying out this section, the Commission shall consult 
with any securities commission (or any agency or office performing 
like functions) of the States, any territory of the United States, 
and the District of Columbia, which seeks to consult with the 
Commission, and with any applicable national securities association. 
(d) DISQUALIFICATION.— 
(1) IN GENERAL.—Not later than 270 days after the date 
of enactment of this Act, the Commission shall, by rule, estab-
lish disqualification provisions under which— 
(A) an issuer shall not be eligible to offer securities 
pursuant to section 4(6) of the Securities Act of 1933, 
as added by this title; and 
(B) a broker or funding portal shall not be eligible 
to effect or participate in transactions pursuant to that 
section 4(6). 
(2) INCLUSIONS.—Disqualification provisions required by 
this subsection shall— 
(A) be substantially similar to the provisions of section 
230.262 of title 17, Code of Federal Regulations (or any 
successor thereto); and 
(B) disqualify any offering or sale of securities by a 
person that— 
(i) is subject to a final order of a State securities 
commission (or an agency or officer of a State per-
forming like functions), a State authority that super-
vises or examines banks, savings associations, or credit 
unions, a State insurance commission (or an agency