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 offer or 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 offered or sold by the issuer, including any amount sold in reliance on the exemption provided under subsection (a)(8), during the 12-month period preceding the date of such transaction, does not exceed $250,000.. (b) Disqualification $500,000. (2) Adjustment The dollar amount in paragraph (1) In general Not later shall be adjusted by the Commission not less frequently than 270 days after once every 5 years and at the date 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 enactment of Labor Statistics, setting the threshold to the nearest $10,000. (3) Bad actor prohibition The exemption under this Act, the Securities and Exchange Commission shall, by rule, establish disqualification provisions under which subsection shall not apply to any person subject to— (A) an event that would disqualify 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 or other covered person under section 230.506(d) of title 17, Code of Federal Regulations (or Regulations, or any successor thereto); and (B) disqualify any offering regulation; 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 statutory disqualification, as defined under in section 3 3(a) of the Federal Deposit Insurance Act); and (E) the National Credit Union Administration. (c) 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)..