† HR 3606 EAS 
ing more than 20 percent of the outstanding equity 
of every issuer whose securities are offered by such 
person; 
‘‘(6) not later than 21 days prior to the first day 
on which securities are sold to any investor (or such 
other period as the Commission may establish), make 
available to the Commission and to potential inves-
tors any information provided by the issuer pursuant 
to subsection (b); 
‘‘(7) ensure that all offering proceeds are only 
provided to the issuer when the aggregate capital 
raised from all investors is equal to or greater than 
a target offering amount, and allow all investors to 
cancel their commitments to invest, as the Commis-
sion shall, by rule, determine appropriate; 
‘‘(8) make such efforts as the Commission deter-
mines appropriate, by rule, to ensure that no investor 
in a 12-month period has purchased securities offered 
pursuant to section 4(6) that, in the aggregate, from 
all issuers, exceed the investment limits set forth in 
section 4(6)(B); 
‘‘(9) take such steps to protect the privacy of in-
formation collected from investors as the Commission 
shall, by rule, determine appropriate;
† HR 3606 EAS 
‘‘(10) not compensate promoters, finders, or lead 
generators for providing the broker or funding portal 
with the personal identifying information of any po-
tential investor; 
‘‘(11) prohibit its directors, officers, or partners 
(or any person occupying a similar status or per-
forming a similar function) from having any finan-
cial interest in an issuer using its services; and 
‘‘(12) meet such other requirements as the Com-
mission may, by rule, prescribe, for the protection of 
investors and in the public interest. 
‘‘(b) REQUIREMENTS FOR ISSUERS.—For purposes of 
section 4(6), an issuer who offers or sells securities shall— 
‘‘(1) file with the Commission and provide to in-
vestors and the relevant broker or funding portal, and 
make available to potential investors— 
‘‘(A) the name, legal status, physical ad-
dress, and website address of the issuer; 
‘‘(B) the names of the directors and officers 
(and any persons occupying a similar status or 
performing a similar function), and each person 
holding more than 20 percent of the shares of the 
issuer;
† HR 3606 EAS 
‘‘(C) a description of the business of the 
issuer and the anticipated business plan of the 
issuer; 
‘‘(D) a description of the financial condi-
tion of the issuer, including, for offerings that, 
together with all other offerings of the issuer 
under section 4(6) within the preceding 12- 
month period, have, in the aggregate, target of-
fering amounts of— 
‘‘(i) $100,000 or less— 
‘‘(I) the income tax returns filed 
by the issuer for the most recently com-
pleted year (if any); and 
‘‘(II) financial statements of the 
issuer, which shall be certified by the 
principal executive officer of the issuer 
to be true and complete in all material 
respects; 
‘‘(ii) more than $100,000, but not more 
than $500,000, financial statements re-
viewed by a public accountant who is inde-
pendent of the issuer, using professional 
standards and procedures for such review or 
standards and procedures established by the 
Commission, by rule, for such purpose; and
† HR 3606 EAS 
‘‘(iii) more than $500,000 (or such 
other amount as the Commission may estab-
lish, by rule), audited financial statements; 
‘‘(E) a description of the stated purpose and 
intended use of the proceeds of the offering sought 
by the issuer with respect to the target offering 
amount; 
‘‘(F) the target offering amount, the dead-
line to reach the target offering amount, and reg-
ular updates regarding the progress of the issuer 
in meeting the target offering amount; 
‘‘(G) the price to the public of the securities 
or the method for determining the price, provided 
that, prior to sale, each investor shall be pro-
vided in writing the final price and all required 
disclosures, with a reasonable opportunity to re-
scind the commitment to purchase the securities; 
‘‘(H) a description of the ownership and 
capital structure of the issuer, including— 
‘‘(i) terms of the securities of the issuer 
being offered and each other class of security 
of the issuer, including how such terms may 
be modified, and a summary of the dif-
ferences between such securities, including 
how the rights of the securities being offered
† HR 3606 EAS 
may be materially limited, diluted, or 
qualified by the rights of any other class of 
security of the issuer; 
‘‘(ii) a description of how the exercise 
of the rights held by the principal share-
holders of the issuer could negatively impact 
the purchasers of the securities being offered; 
‘‘(iii) the name and ownership level of 
each existing shareholder who owns more 
than 20 percent of any class of the securities 
of the issuer; 
‘‘(iv) how the securities being offered 
are being valued, and examples of methods 
for how such securities may be valued by 
the issuer in the future, including during 
subsequent corporate actions; and 
‘‘(v) the risks to purchasers of the secu-
rities relating to minority ownership in the 
issuer, the risks associated with corporate 
actions, including additional issuances of 
shares, a sale of the issuer or of assets of the 
issuer, or transactions with related parties; 
and