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SEC. 108. REVIEW OF REGULATION S-K. 
(a) REVIEW.—The Securities and Exchange Commis-
sion shall conduct a review of its Regulation S-K (17 CFR 
229.10 et seq.) to— 
(1) comprehensively analyze the current reg-
istration requirements of such regulation; and 
(2) determine how such requirements can be 
updated to modernize and simplify the registration 
process and reduce the costs and other burdens as-
sociated with these requirements for issuers who are 
emerging growth companies. 
(b) REPORT.—Not later the 180 days after the date 
of enactment of this title, the Commission shall transmit 
to Congress a report of the review conducted under sub-
section (a). The report shall include the specific rec-
ommendations of the Commission on how to streamline 
the registration process in order to make it more efficient 
and less burdensome for the Commission and for prospec-
tive issuers who are emerging growth companies. 
TITLE II—ACCESS TO CAPITAL 
FOR JOB CREATORS 
SEC. 201. MODIFICATION OF EXEMPTION. 
(a) MODIFICATION OF RULES.— 
(1) Not later than 90 days after the date of the 
enactment of this Act, the Securities and Exchange 
Commission shall revise its rules issued in section 
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230.506 of title 17, Code of Federal Regulations, to 
provide that the prohibition against general solicita-
tion or general advertising contained in section 
230.502(c) of such title shall not apply to offers and 
sales of securities made pursuant to section 230.506, 
provided that all purchasers of the securities are ac-
credited investors. Such rules shall require the issuer 
to take reasonable steps to verify that purchasers of 
the securities are accredited investors, using such 
methods as determined by the Commission. Section 
230.506 of title 17, Code of Federal Regulations, as 
revised pursuant to this section, shall continue to be 
treated as a regulation issued under section 4(2) of 
the Securities Act of 1933 (15 U.S.C. 77d(2)). 
(2) Not later than 90 days after the date of en-
actment of this Act, the Securities and Exchange 
Commission shall revise subsection (d)(1) of section 
230.144A of title 17, Code of Federal Regulations, 
to provide that securities sold under such revised ex-
emption may be offered to persons other than quali-
fied institutional buyers, including by means of gen-
eral solicitation or general advertising, provided that 
securities are sold only to persons that the seller and 
any person acting on behalf of the seller reasonably 
believe is a qualified institutional buyer. 
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(b) CONSISTENCY IN INTERPRETATION.—Section 4 
of the Securities Act of 1933 (15 U.S.C. 77d) is amend-
ed— 
(1) by striking ‘‘The provisions of section 5’’ 
and inserting ‘‘(a) The provisions of section 5’’; and 
(2) by adding at the end the following: 
‘‘(b) Offers and sales exempt under section 230.506 
of title 17, Code of Federal Regulations (as revised pursu-
ant to section 201 of the Jumpstart Our Business 
Startups Act) shall not be deemed public offerings under 
the Federal securities laws as a result of general adver-
tising or general solicitation.’’. 
(c) EXPLANATION OF EXEMPTION.—Section 4 of the 
Securities Act of 1933 (15 U.S.C. 77d) is amended— 
(1) by striking ‘‘The provisions of section 5’’ 
and inserting ‘‘(a) The provisions of section 5’’; and 
(2) by adding at the end the following: 
‘‘(b)(1) With respect to securities offered and sold in 
compliance with Rule 506 of Regulation D under this Act, 
no person who meets the conditions set forth in paragraph 
(2) shall be subject to registration as a broker or dealer 
pursuant to section 15(a)(1) of this title, solely because— 
‘‘(A) that person maintains a platform or 
mechanism that permits the offer, sale, pur-
chase, or negotiation of or with respect to secu-
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rities, or permits general solicitations, general 
advertisements, or similar or related activities 
by issuers of such securities, whether online, in 
person, or through any other means; 
‘‘(B) that person or any person associated 
with that person co-invests in such securities; or 
‘‘(C) that person or any person associated 
with that person provides ancillary services with 
respect to such securities. 
‘‘(2) The exemption provided in paragraph (1) shall 
apply to any person described in such paragraph if— 
‘‘(A) such person and each person associated 
with that person receives no compensation in connec-
tion with the purchase or sale of such security; 
‘‘(B) such person and each person associated 
with that person does not have possession of cus-
tomer funds or securities in connection with the pur-
chase or sale of such security; and 
‘‘(C) such person is not subject to a statutory 
disqualification as defined in section 3(a)(39) of this 
title and does not have any person associated with 
that person subject to such a statutory disqualifica-
tion. 
‘‘(3) For the purposes of this subsection, the term 
‘ancillary services’ means— 
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‘‘(A) the provision of due diligence services, in 
connection with the offer, sale, purchase, or negotia-
tion of such security, so long as such services do not 
include, for separate compensation, investment ad-
vice or recommendations to issuers or investors; and 
‘‘(B) the provision of standardized documents 
to the issuers and investors, so long as such person 
or entity does not negotiate the terms of the 
issuance for and on behalf of third parties and 
issuers are not required to use the standardized doc-
uments as a condition of using the service.’’. 
TITLE III—ENTREPRENEUR 
ACCESS TO CAPITAL 
SEC. 301. CROWDFUNDING EXEMPTION. 
(a) SECURITIES ACT OF 1933.—Section 4 of the Se-
curities Act of 1933 (15 U.S.C. 77d) (as amended by sec-
tion 201) is further amended by adding at the end the 
following: 
‘‘(6) transactions involving the offer or sale of 
securities by an issuer, provided that— 
‘‘(A) the aggregate amount sold within the 
previous 12-month period in reliance upon this 
exemption is— 
‘‘(i) $1,000,000, as such amount is 
adjusted by the Commission to reflect the 
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