I 117th CONGRESS 1st Session H. R. 5458 IN THE HOUSE OF REPRESENTATIVES September 30, 2021 Mr. McHenry (for himself and Mr. Emmer ) introduced the following bill; which was referred to the Committee on Financial Services A BILL 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.

1. Short title This Act may be cited as the Small Entrepreneurs’ Empowerment and Development Act of 2021 or the SEED Act of 2021 . 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 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 $250,000. . (b) Disqualification (1) In general Not later than 270 days after the date of enactment of this Act, the Securities and Exchange Commission shall, by rule, establish disqualification provisions under which an issuer shall not be eligible to offer securities pursuant to section 4(a)(8) of the Securities Act of 1933, as added by this section. (2) Inclusions Disqualification provisions required by this subsection shall— (A) be substantially similar to the provisions of section 230.506(d) 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 covered regulator that— (I) bars the person from— (aa) association with an entity regulated by the covered regulator; (bb) engaging in the business of securities, insurance, or banking; or (cc) engaging in savings association or credit union activities; or (II) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct, if such final order was issued within the previous 10-year period; or (ii) has been convicted of any felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the Commission. (3) Covered regulator defined In this subsection, the term covered regulator means— (A) a State securities commission (or an agency or officer of a State performing like functions); (B) a State authority that supervises or examines banks, savings associations, or credit unions; (C) a State insurance commission (or an agency or officer of a State performing like functions); (D) a Federal banking agency (as defined under section 3 of the Federal Deposit Insurance Act); and (E) the National Credit Union Administration. (c) 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). .