IIB 
115TH CONGRESS 
1ST SESSION H. R. 2201 
IN THE SENATE OF THE UNITED STATES 
NOVEMBER 13, 2017 
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 
micro-offerings from the registration requirements of 
such Act, 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 ‘‘Micro Offering Safe 
Harbor Act’’. 
SEC. 2. EXEMPTIONS FOR MICRO-OFFERINGS. 
(a) IN GENERAL.—Section 4 of the Securities Act of 
1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following: 
‘‘(8) transactions meeting the requirements of 
subsection (f).’’; and 
(2) by adding at the end the following: 
‘‘(f) CERTAIN MICRO-OFFERINGS.— 
‘‘(1) IN GENERAL.—The transactions referred 
to in subsection (a)(8) are transactions involving the 
sale of securities by an issuer (including all entities 
controlled by or under common control with the 
issuer) that meet all of the following requirements: 
‘‘(A) PRE-EXISTING RELATIONSHIP.—Each 
purchaser has a substantive pre-existing rela-
tionship with an officer of the issuer, a director 
of the issuer, or a shareholder holding 10 per-
cent or more of the shares of the issuer. 
‘‘(B) 35 OR FEWER PURCHASERS.—There 
are no more than, or the issuer reasonably be-
lieves that there are no more than, 35 pur-
chasers of securities from the issuer that are 
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sold in reliance on the exemption provided 
under subsection (a)(8) during the 12-month 
period preceding such transaction. 
‘‘(C) SMALL OFFERING AMOUNT.—The ag-
gregate amount of all securities sold by the 
issuer, including any amount sold in reliance on 
the exemption provided under subsection (a)(8), 
during the 12-month period preceding such 
transaction, does not exceed $500,000. 
‘‘(2) DISQUALIFICATION.— 
‘‘(A) IN
GENERAL.—The exemption pro-
vided under subsection (a)(8) shall not be avail-
able for a transaction involving a sale of securi-
ties if any person described in subparagraph 
(B) would have triggered disqualification pursu-
ant to section 230.506(d) of title 17, Code of 
Federal Regulations. 
‘‘(B) PERSONS DESCRIBED.—The persons 
described in this subparagraph are the fol-
lowing: 
‘‘(i) The issuer. 
‘‘(ii) Any predecessor of the issuer. 
‘‘(iii) Any affiliated issuer. 
‘‘(iv) Any director, executive officer, 
other officer participating in the offering, 
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general partner, or managing member of 
the issuer. 
‘‘(v) Any beneficial owner of 20 per-
cent or more of the issuer’s outstanding 
voting equity securities, calculated on the 
basis of voting power. 
‘‘(vi) Any promoter connected with 
the issuer in any capacity at the time of 
such sale. 
‘‘(vii) Any investment manager of an 
issuer that is a pooled investment fund. 
‘‘(viii) Any person that has been or 
will be paid (directly or indirectly) remu-
neration for solicitation of purchasers in 
connection with such sale of securities. 
‘‘(ix) Any general partner or man-
aging member of any such investment 
manager or solicitor. 
‘‘(x) Any director, executive officer, or 
other officer participating in the offering of 
any such investment manager or solicitor 
or general partner or managing member of 
such investment manager or solicitor.’’. 
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