SEED Act of 2022
Bill: S.3939 | Sponsor: Sen. Scott, Tim (R-SC)
Policy area: Finance and Financial Sector

Summary:
Small Entrepreneurs' Empowerment and Development Act of 2022 or the SEED Act of 2022
This bill creates an exemption to securities registration requirements for a micro-offering of securities. In general, the Securities and Exchange Commission (SEC) prohibits the offering or selling of securities unless the offering is registered with the SEC or it qualifies for an exemption.
The bill defines a micro-offering as an aggregate amount of securities sold by an issuer that does not exceed $500,000 in a 12-month period. This exemption does not apply to issuers who are convicted of specified financial crimes or are subject to specified disciplinary actions.

To amend the Securities Act of 1933 to provide small issuers with a 
   micro-offering exemption free of mandated disclosures or offering 
    filings, but subject to the antifraud provisions of the Federal 
                securities laws, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Small Entrepreneurs' Empowerment and 
Development Act of 2022'' or the ``SEED Act of 2022''.

SEC. 2. MICRO-OFFERING EXEMPTION.

    (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) 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) where the aggregate 
        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) Adjustment.--The dollar amount in paragraph (1) shall 
        be adjusted by the Commission not less frequently than once 
        every 5 years and at the same time as the adjustments made 
        under section 4A(h), 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, setting the threshold to the nearest 10,000.
            ``(3) Bad actor prohibition.--The exemption under this 
        subsection shall not apply to any person subject to--
                    ``(A) an event that would disqualify an issuer or 
                other covered person under section 230.506(d)(1) of 
                title 17, Code of Federal Regulations; or
                    ``(B) a statutory disqualification, as defined in 
                section 3(a) of the Securities Exchange Act of 1934 (15 
                U.S.C. 78c(a)).''.
    (b) Exemption Under State Regulations.--Section 18(b)(4) of the 
Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended--
            (1) in subparagraph (F), by striking ``or'' at the end;
            (2) in subparagraph (G), by striking the period and 
        inserting ``; or''; and
            (3) by adding at the end the following:
                    ``(H) section 4(a)(8).''.
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