H.R. 2201 — what changed

“(8) transactions meeting the requirements of subsection (f).”

changed “(f) Certain 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) that meet all of the following requirements:micro-Offerings

changed “(1) Pre-existing relationship—Each purchaser has a substantive pre-existing relationship with an officer of In general—The transactions referred to in subsection (a)(8) are transactions involving the issuer, a director sale of the issuer, or a shareholder holding 10 percent securities by an issuer (including all entities controlled by or more of under common control with the shares issuer) that meet all of the issuer.following requirements:

changed “(2) 35 “(A) Pre-existing relationship—Each purchaser has a substantive pre-existing relationship with an officer of the issuer, a director of the issuer, or fewer purchasers—There are no more than, a shareholder holding 10 percent or the issuer reasonably believes that there are no more than, 35 purchasers of securities from the issuer that are sold in reliance on the exemption provided under subsection (a)(8) during shares of the 12-month period preceding such transaction.issuer.

changed “(3) Small offering amount—The aggregate amount “(B) 35 or fewer purchasers—There are no more than, or the issuer reasonably believes that there are no more than, 35 purchasers of all securities sold by from the issuer, including any amount issuer that are sold in reliance on the exemption provided under subsection (a)(8), (a)(8) during the 12-month period preceding such transaction, does not exceed $500,000.”transaction.

added “(C) Small offering amount—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.

added “(2) Disqualification

added “(A) In general—The exemption provided under subsection (a)(8) shall not be available for a transaction involving a sale of securities if any person described in subparagraph (B) would have triggered disqualification pursuant to section 230.506(d) of title 17, Code of Federal Regulations.

added “(B) Persons described—The persons described in this subparagraph are the following:

added “(i) The issuer.

added “(ii) Any predecessor of the issuer.

added “(iii) Any affiliated issuer.

added “(iv) Any director, executive officer, other officer participating in the offering, general partner, or managing member of the issuer.

added “(v) Any beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power.

added “(vi) Any promoter connected with the issuer in any capacity at the time of such sale.

added “(vii) Any investment manager of an issuer that is a pooled investment fund.

added “(viii) Any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities.

added “(ix) Any general partner or managing member of any such investment manager or solicitor.

added “(x) Any director, executive officer, or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor.”

“(H) section 4(a)(8).”