HR 3645 — ACCESS Act of 2025

changes in existing law made by 
the bill, as reported, are shown as follows (existing law 
proposed to be omitted is enclosed in black brackets, new 
matter is printed in italics, and existing law in which no 
change is proposed is shown in roman):

 SECURITIES ACT OF 1933

TITLE I--

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SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL TRANSACTIONS.

 (a) Requirements on Intermediaries.--A person acting as an 
intermediary in a transaction involving the offer or sale of 
securities for the account of others pursuant to [section 4(6)] 
section 4(a)(6) shall--
 (1) register with the Commission as--
 (A) a broker; or
 (B) a funding portal (as defined in section 
 3(a)(80) of the Securities Exchange Act of 
 1934);
 (2) register with any applicable self-regulatory 
 organization (as defined in section 3(a)(26) of the 
 Securities Exchange Act of 1934);
 (3) provide such disclosures, including disclosures 
 related to risks and other investor education 
 materials, as the Commission shall, by rule, determine 
 appropriate;
 (4) ensure that each investor--
 (A) reviews investor-education information, 
 in accordance with standards established by the 
 Commission, by rule;
 (B) positively affirms that the investor 
 understands that the investor is risking the 
 loss of the entire investment, and that the 
 investor could bear such a loss; and
 (C) answers questions demonstrating--
 (i) an understanding of the level of 
 risk generally applicable to 
 investments in startups, emerging 
 businesses, and small issuers;
 (ii) an understanding of the risk of 
 illiquidity; and
 (iii) an understanding of such other 
 matters as the Commission determines 
 appropriate, by rule;
 (5) take such measures to reduce the risk of fraud 
 with respect to such transactions, as established by 
 the Commission, by rule, including obtaining a 
 background and securities enforcement regulatory 
 history check on each officer, director, and person 
 holding more than 20 percent of the outstanding equity 
 of every issuer whose securities are offered by such 
 person;
 (6) not later than 21 days prior to the first day on 
 which securities are sold to any investor (or such 
 other period as the Commission may establish), make 
 available to the Commission and to potential investors 
 any information provided by the issuer pursuant to 
 subsection (b);
 (7) ensure that all offering proceeds are only 
 provided to the issuer when the aggregate capital 
 raised from all investors is equal to or greater than a 
 target offering amount, and allow all investors to 
 cancel their commitments to invest, as the Commission 
 shall, by rule, determine appropriate;
 (8) make such efforts as the Commission determines 
 appropriate, by rule, to ensure that no investor in a 
 12-month period has purchased securities offered 
 pursuant to [section 4(6)] section 4(a)(6) that, in the 
 aggregate, from all issuers, exceed the investment 
 limits set forth in [section 4(6)] section 4(a)(6)(B);
 (9) take such steps to protect the privacy of 
 information collected from investors as the Commission 
 shall, by rule, determine appropriate;
 (10) not compensate promoters, finders, or lead 
 generators for providing the broker or funding portal 
 with the personal identifying information of any 
 potential investor;
 (11) prohibit its directors, officers, or partners 
 (or any person occupying a similar status or performing 
 a similar function) from having any financial interest 
 in an issuer using its services; and
 (12) meet such other requirements as the Commission 
 may, by rule, prescribe, for the protection of 
 investors and in the public interest.
 (b) Requirements for Issuers.--For purposes of [section 4(6)] 
section 4(a)(6), an issuer who offers or sells securities 
shall--
 (1) file with the Commission and provide to investors 
 and the relevant broker or funding portal, and make 
 available to potential investors--
 (A) the name, legal status, physical address, 
 and website address of the issuer;
 (B) the names of the directors and officers 
 (and any persons occupying a similar status or 
 performing a similar function), and each person 
 holding more than 20 percent of the shares of 
 the issuer;
 (C) a description of the business of the 
 issuer and the anticipated business plan of the 
 issuer;
 (D) a description of the financial condition 
 of the issuer, including, for offerings that, 
 together with all other offerings of the issuer 
 under [section 4(6)] section 4(a)(6) within the 
 preceding 12-month period, have, in the 
 aggregate, target offering amounts of--
 (i) [$100,000] $250,000 or less--
 (I) the income tax returns 
 filed by the issuer for the 
 most recently completed year 
 (if any); and
 (II) financial statements of 
 the issuer, which shall be 
 certified by the principal 
 executive officer of the issuer 
 to be true and complete in all 
 material respects;
 (ii) more than [$100,000] $250,000, 
 but not more than $500,000, financial 
 statements reviewed by a public 
 accountant who is independent of the 
 issuer, using professional standards 
 and procedures for such review or 
 standards and procedures established by 
 the Commission, by rule, for such 
 purpose; and
 (iii) more than $500,000 (or such 
 other amount as the Commission may 
 establish, by rule), audited financial 
 statements;
 (E) a description of the stated purpose and 
 intended use of the proceeds of the offering 
 sought by the issuer with respect to the target 
 offering amount;
 (F) the target offering amount, the deadline 
 to reach the target offering amount, and 
 regular updates regarding the progress of the 
 issuer in meeting the target offering amount;
 (G) the price to the public of the securities 
 or the method for determining the price, 
 provided that, prior to sale, each investor 
 shall be provided in writing the final price 
 and all required disclosures, with a reasonable 
 opportunity to rescind the commitment to 
 purchase the securities;
 (H) a description of the ownership and 
 capital structure of the issuer, including--
 (i) terms of the securities of the 
 issuer being offered and each other 
 class of security of the issuer, 
 including how such terms may be 
 modified, and a summary of the 
 differences between such securities, 
 including how the rights of the 
 securities being offered may be 
 materially limited, diluted, or 
 qualified by the rights of any other 
 class of security of the issuer;
 (ii) a description of how the 
 exercise of the rights held by the 
 principal shareholders of the issuer 
 could negatively impact the purchasers 
 of the securities being offered;
 (iii) the name and ownership level of 
 each existing shareholder who owns more 
 than 20 percent of any class of the 
 securities of the issuer;
 (iv) how the securities being offered 
 are being valued, and examples of 
 methods for how such securities may be 
 valued by the issuer in the future, 
 including during subsequent corporate 
 actions; and
 (v) the risks to purchasers of the 
 securities relating to minority 
 ownership in the issuer, the risks 
 associated with corporate actions, 
 including additional issuances of 
 shares, a sale of the issuer or of 
 assets of the issuer, or transactions 
 with related parties; and
 (I) such other information as the Commission 
 may, by rule, prescribe, for the protection of 
 investors and in the public interest;
 (2) not advertise the terms of the offering, except 
 for notices which direct investors to the funding 
 portal or broker;
 (3) not compensate or commit to compensate, directly 
 or indirectly, any person to promote its offerings 
 through communication channels provided by a broker or 
 funding portal, without taking such steps as the 
 Commission shall, by rule, require to ensure that such 
 person clearly discloses the receipt, past or 
 prospective, of such compensation, upon each instance 
 of such promotional communication;
 (4) not less than annually, file with the Commission 
 and provide to investors reports of the results of 
 operations and financial statements of the issuer, as 
 the Commission shall, by rule, determine appropriate, 
 subject to such exceptions and termination dates as the 
 Commission may establish, by rule; and
 (5) comply with such other requirements as the 
 Commission may, by rule, prescribe, for the protection 
 of investors and in the public interest.
 (c) Liability for Material Misstatements and Omissions.--
 (1) Actions authorized.--
 (A) In general.--Subject to paragraph (2), a 
 person who purchases a security in a 
 transaction exempted by the provisions of 
 [section 4(6)] section 4(a)(6) may bring an 
 action against an issuer described in paragraph 
 (2), either at law or in equity in any court of 
 competent jurisdiction, to recover the 
 consideration paid for such security with 
 interest thereon, less the amount of any income 
 received thereon, upon the tender of such 
 security, or for damages if such person no 
 longer owns the security.
 (B) Liability.--An action brought under this 
 paragraph shall be subject to the provisions of 
 section 12(b) and section 13, as if the 
 liability were created under section 12(a)(2).
 (2) Applicability.--An issuer shall be liable in an 
 action under paragraph (1), if the issuer--
 (A) by the use of any means or instruments of 
 transportation or communication in interstate 
 commerce or of the mails, by any means of any 
 written or oral communication, in the offering 
 or sale of a security in a transaction exempted 
 by the provisions of [section 4(6)] section 
 4(a)(6), makes an untrue statement of a 
 material fact or omits to state a material fact 
 required to be stated or necessary in order to 
 make the statements, in the light of the 
 circumstances under which they were made, not 
 misleading, provided that the purchaser did not 
 know of such untruth or omission; and
 (B) does not sustain the burden of proof that 
 such issuer did not know, and in the exercise 
 of reasonable care could not have known, of 
 such untruth or omission.
 (3) Definition.--As used in this subsection, the term 
 ``issuer'' includes any person who is a director or 
 partner of the issuer, and the principal executive 
 officer or officers, principal financial officer, and 
 controller or principal accounting officer of the 
 issuer (and any person occupying a similar status or 
 performing a similar function) that offers or sells a 
 security in a transaction exempted by the provisions of 
 [section 4(6)] section 4(a)(6), and any person who 
 offers or sells the security in such offering.
 (d) Information Available to States.--The Commission shall 
make, or shall cause to be made by the relevant broker or 
funding portal, the information described in subsection (b) and 
such other information as the Commission, by rule, determines 
appropriate, available to the securities commission (or any 
agency or office performing like functions) of each State and 
territory of the United States and the District of Columbia.
 (e) Restrictions on Sales.--Securities issued pursuant to a 
transaction described in [section 4(6)] section 4(a)(6)--
 (1) may not be transferred by the purchaser of such 
 securities during the 1-year period beginning on the 
 date of purchase, unless such securities are 
 transferred--
 (A) to the issuer of the securities;
 (B) to an accredited investor;
 (C) as part of an offering registered with 
 the Commission; or
 (D) to a member of the family of the 
 purchaser or the equivalent, or in connection 
 with the death or divorce of the purchaser or 
 other similar circumstance, in the discretion 
 of the Commission; and
 (2) shall be subject to such other limitations as the 
 Commission shall, by rule, establish.
 (f) Applicability.--Section 4(6) shall not apply to 
transactions involving the offer or sale of securities by any 
issuer that--
 (1) is not organized under and subject to the laws of 
 a State or territory of the United States or the 
 District of Columbia;
 (2) is subject to the requirement to file reports 
 pursuant to section 13 or section 15(d) of the 
 Securities Exchange Act of 1934;
 (3) is an investment company, as defined in section 3 
 of the Investment Company Act of 1940, or is excluded 
 from the definition of investment company by section 
 3(b) or section 3(c) of that Act; or
 (4) the Commission, by rule or regulation, determines 
 appropriate.
 (g) Rule of Construction.--Nothing in this section or 
[section 4(6)] section 4(a)(6) shall be construed as preventing 
an issuer from raising capital through methods not described 
under [section 4(6)] section 4(a)(6).
 (h) Certain Calculations.--
 (1) Dollar amounts.--Dollar amounts in [section 4(6)] 
 section 4(a)(6) and subsection (b) of this section 
 shall be adjusted by the Commission not less frequently 
 than once every 5 years, 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.
 (2) Income and net worth.--The income and net worth 
 of a natural person under [section 4(6)] section 
 4(a)(6)(B) shall be calculated in accordance with any 
 rules of the Commission under this title regarding the 
 calculation of the income and net worth, respectively, 
 of an accredited investor.
 (i) Discretion to Adjust Amount.--The Commission may increase 
the amount specified in subsections (b)(1)(D)(i) and 
(b)(1)(D)(ii) from $250,000 to an amount not greater than 
$400,000 upon the recommendation of the Office of the Advocate 
for Small Business Capital Formation and the Office of the 
Investor Advocate.

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