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REPORT ON THE

RD ANNUAL

FORUM

APRIL 16 - 18, 2024

The U.S. Securities and Exchange Commission (SEC) annually hosts the Government-Business

Forum on Small Business Capital Formation (Forum). The recommendations contained in this

report were developed by the 2024 Forum participants. The recommendations are not endorsed

by the SEC and, as with the remarks of SEC Commissioners and staff published in this report, do

not necessarily reflect the views of the SEC, its Commissioners, or any of the SEC’s staff members.

Digital copies of the prior reports and other materials relating to previous Forums, dating back to

1993, are available online.

CONTENTS

FORUM HIGHLIGHTS.......................................................................................................................... 5

Day 1: Amplifying Early-Stage Stories

Founders and Funders Share Their Successes and Challenges................... 5

Day 2: Opening the Dialogue on Investing

Investing in Early-Stage Companies and Building Ecosystems.................15

Day 3: Catching up with Small Caps

Lessons Learned Going Public and Staying Public.........................................23

FORUM ADVISORY PLANNING GROUP................................................................................. 30

SEC OFFICIALS’ REMARKS...........................................................................................................32

Stacey Bowers, Director, Office of the Advocate

for Small Business Capital Formation................................................................................32

Chair Gary Gensler.................................................................................................................... 34

Commissioner Hester M. Peirce........................................................................................... 35

Commissioner Caroline A. Crenshaw.................................................................................37

Commissioner Mark T. Uyeda............................................................................................... 39

Commissioner Jaime Lizárraga............................................................................................ 41

ABOUT THE OFFICE OF THE ADVOCATE

FOR SMALL BUSINESS CAPITAL FORMATION ................................................................. 43

DID YOU

KNOW?

99%

of all businesses are

SMALL BUSINESSES

(33.2 million businesses)

78%

of small business owners

are concerned about their

ABILITY TO

ACCESS CAPITAL

ABOUT THE FORUM

The SEC’s annual Small Business Forum is a unique event where members of the public

and private sectors gather to provide feedback to improve capital-raising policy.1 The Forum

covers a broad range of issues affecting small businesses and their investors, from early-stage

entrepreneurial ventures to smaller public companies.

The SEC’s Office of the Advocate for Small Business Capital Formation leads the event,

in collaboration with each of the Commissioners and other offices and divisions across

the agency.

Participants in the Forum bring a breadth of perspectives to the policy deliberations, approaching

capital raising from a variety of backgrounds, geographies, and life cycle stages.2

PERSPECTIVES ON SMALL BUSINESS CAPITAL-RAISING

AT EVERY STAGE

The 43rd Small Business Forum took place over three virtual sessions April 16-18, featuring

appearances by each of the Commissioners and eight speakers with in-depth knowledge of the

issues facing small business across the country. Each session focused on a different stage

of the capital-raising lifecycle.

Participants represented perspectives from

across the small business ecosystem.

Accountant

Founder

Advocacy/Trade Association

Advisor

Researcher

Accelerator

Investor

Community/Nonprofit

Business Leader

Entreprenuer

Academia

Incubator

Government Attorney

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 1

Forum at a Glance

260+

attendees

U.S. states and territories

countries

180+

women- or minority- owned

businesses or investors

SEC Comissioners

speakers

2 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

POLICY RECOMMENDATIONS

A hallmark of the Forum is the opportunity for participants to develop policy recommendations

to improve capital raising. Based on feedback from prior Forums, and consistent with prior

years’ events, we invited participants to submit recommendations in advance, as well as “chat”

them in during the live event. Doing so fostered an inclusive environment where all voices could

be heard while being efficient with participants’ time.

At the conclusion of each day’s panel discussion, participants prioritized the relevant

recommendations based on their perception of the positive impact each would have on capital

formation. This report includes the top five recommendations from each day.

Alongside each recommendation is a response from the Commission, noting any corresponding

policy initiatives that have been made public.3 The Commission will consider Forum

recommendations alongside other public comments for relevant policy initiatives.

capital-raising policy topics

submitted by the public

recommendations

prioritized for delivery to the

Commission and Congress

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 3

Amplifying

Early-Stage Stories

Founders and Funders Share

Their Successes and Challenges

4 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

DAY 1: AMPLIFYING EARLY-STAGE STORIES

Founders and Funders Share Their Successes

and Challenges

Agenda

1:00 P.M.

Opening Remarks from Stacey Bowers, Director of the SEC Small

Business Advocacy Office

1:05 P.M.

Remarks from SEC Chair Gary Gensler

1:10 P.M.

Fireside Chat, moderated by T.J. Collins, SEC Small Business

Advocacy Team

1:20 P.M.

Panel Discussion, moderated by Stacey Bowers, SEC Small Business

Advocacy Team

2:00 P.M.

Q&A with Panelists, moderated by Julie Zelman Davis, SEC Small

Business Advocacy Team

2:10 P.M.

Closing Remarks from Jenn Brady, SEC Small Business Advocacy Team

2:15 P.M.

Voting to Prioritize Policy Recommendation Submissions

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 5

Participant Perspectives

We asked participants...

How have you raised capital?

Grants, Loans, or Other

Non-Dilutive Funding

(57% of respondents)

48% said Angel Investors

35% said Friends and Family and

35% said Venture Capital Investors or

Other Private Funds

Which of the following do

you believe are the biggest

barriers to access capital?

Networks and

Connections to

Investors

Information, Education, and

Knowledge and Personal Wealth or

Assets were the next biggest barriers

6 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Speakers

DONALD J. HAWKINS

Entrepreneur & Angel Investor

Pipeline Entrepreneurs

Kansas City, MO

I like to compare raising capital to getting ready for the

prom…You go to the barbershop…you make sure your

suit is pressed. Everything is laid out, thought through

very efficiently. When it comes to your startup, you've

got to think about it the same way...Do you have the

type of business that is investible? Do you have the team

members and the skillset to do the things that you set out

to do? Are you solving a real problem? Are you [and] your

team…fit to build the product that you're looking to build?

With a career covering media and technology, Donald Hawkins applies a diverse mix of skills as

an early-stage investor, mentor and fintech operator. A serial entrepreneur, Donald has held several

leadership roles in adTech, healthTech, and finTech. In his previous role as Founder and CEO of

affinity-focused digital bank Kinly, he developed a financial platform focused on improving the

financial livelihood of its members through financial education, Black-focused spending, and wealth

building tools. He has been named Top Fintech CEO and the 2020 Bankers’ Choice recipient by

the Independent Community Bankers of America (ICBA), is a member of the Pipeline Entrepreneur

Fellowship and serves on a variety of boards.

Building the network with other entrepreneurs is

first and foremost and the most important thing

you can do. We learn more from other people

that are going through the exact same thing that

you're going through. And then you can also

meet investors and meet community leaders,

business civic leaders. Everybody can bring a little

bit of value to your company.

ERIKA LUCAS

CEO, StitchCrew & GP

VEST Her Ventures

Edmond, OK

Erika Lucas is the Founder of StitchCrew, an organization that has provided non-dilutive capital

and resources to more than 200 Women and Minority Entrepreneurs. Erika also founded VEST,

a peer network for women professionals and investment fund investing in women-led companies

building solutions for the intersection of the Care Economy and Future of Work. Erika is a

LinkedIn Top Voice on Venture Capital and Entrepreneurship, currently serving on the Board of

Arvest Bank, the Diversion Hub and the Oklahoma City County Health Department. She is also

a member of the Latino Corporate Directors Association. Prior, Erika was a Partner at a Private

Equity firm investing in Aerospace and Defense and before that she was the Global Director at the

Oklahoma Department of Commerce.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 7

JESSICA MURREY

CEO/Co-Founder

Wicked Saints Studios

Medford, OR

The bottom line is, [investors (e.g., VCs

and angels)] invest in what they're

confident in. So, if they're not confident

in you, your team, or your product,

they're not going to invest…it really

comes down to them being confident

and comfortable that you can deliver.

Jessica is an Emmy-Award-winning storyteller and international peacebuilder turned game designer.

Jess is the CEO/Co-founder of Wicked Saints Studios, and creative mind behind World Reborn.

First to emerge from Niantic’s (makers of Pokémon GO) BDI incubator, Wicked Saints is building

the world’s first XR adventure activism game. As CEO, Jess has raised over $4.5M in venture

funding from Riot Games, Reid Hoffman, and others, joining fewer than 100 Black women

founders who have raised over $1 million. American Business Journals named Jess 34 Female

Founders to watch in 2023. Jess is a finalist for the 2024 BTA Awards (Black Tech Achievement)

for the "Force of Good Award. The 2020 Game Awards selected Jess as a member of their "Future

Class," representing the bright, inclusive future of gaming.

8 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Highlights from Panel Discussion

When seeking to raise capital, as an early-stage company, it is advantageous to position

yourself as a heavy pre-seed company (e.g., already have paying customers/revenue) since

this displays that you are addressing a market demand.

For mentor-seeking entrepreneurs, attempting to proactively provide value to a person you

hope to connect with, or receive help from, is paramount for a successful reply. Also, do not

overly rely on digital connections, be flexible to meeting in-person and traveling.

When approaching investors, remember that most investors complete a lot of due diligence

to mitigate risk and to ensure alignment and growth with their priorities. Each investor can

value certain aspects differently too. As a founder, you should also perform this same due

diligence on investors, to ensure alignment and shared values.

Networks and mentors are paramount to early-stage entrepreneurs. While founders need to

rely on their internal team, having the support of networks and access to potential capital

allocators is equally as important. Relying on local resources and entrepreneur support

systems is great, but founders should also look to national resources for support.

To address the fundraising challenges diverse founders experience, we should continue to

repair the systems that place barriers to accessing capital and networks. Additionally, the

view on diversity should shift, from viewing it as a chore to viewing it as a gift. Diversity

provides a different prospective on how to view and cure problems.

While there are many aspects of growing a business that entrepreneurs cannot control, founders

should focus on the fundamentals of how they build and run their company. Making a company

strong and sustainable, while trying to speak/connect with as many people as one can, will

attract investors.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 9

Participants' Policy Recommendations

Support entrepreneurs, including underrepresented founders, with

modernized educational resources to allow businesses to better

understand how to access capital, including capital from investors.

COMMISSION RESPONSE

The Commission supports efforts to provide and improve accessibility of educational and technical

resources to support entrepreneurs and their investors (including underrepresented founders). In

2021, the SEC’s Office of the Advocate for Small Business Capital Formation, in partnership with

other SEC offices and divisions, launched a centralized hub of Resources for Small Businesses on

sec.gov4, which serves as a portal for educational resources for entrepreneurs and their investors on

how to comply with securities laws when raising capital. The resources are tailored to be accessible

for various levels of familiarity with capital-raising rules and regulations, from very early entrants

to the capital-raising framework to more experienced users seeking guidance on specific rules.

They are regularly expanded in response to feedback from small businesses and their investors. The

resources available from the hub have received over 1.2 million visits since its launch and include:

• Funding Roadmap5 that illustrates various funding sources for small businesses.

• Glossary6 of key terms that makes the language of capital raising more accessible to small

businesses and their investors.

• Navigate Your Options7 interactive tool that explores regulatory pathways available to

raise capital, through which users answer a series of questions to identify the most relevant

pathways to raise capital based on their specific needs.

• Capital Trends Maps8 that provide data on where capital is being raised across the country

under various offering pathways.

• Capital-Raising Building Blocks9 that provide a suite of educational materials that break

down fundamental securities law concepts into plain language.

The SEC’s Office of the Advocate for Small Business Capital Formation, in partnership with other

SEC offices and divisions, has engaged with small businesses, investors, and other thought leaders

(including underrepresented founders) in the market to highlight these new educational resources

and will continue to seek engagements with diverse audiences across the country. In addition, the

Office of Small Business Policy in the SEC’s Division of Corporation Finance lists its number on

the Division’s public website and responds to questions regarding the application of the federal

securities laws to small businesses, including questions regarding “[s]maller public companies

and limited, private and intrastate offerings of securities.”10 The Commission welcomes continued

engagement and ideas to improve the resources.

10 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Expand the accredited investor definition to include additional

measures of sophistication, including through an investor

certification course or test.

COMMISSION RESPONSE

In 2020, the Commission adopted amendments to the definition of “accredited investor” under

Regulation D of the Securities Act of 1933 (Securities Act) that added ways for individuals to

qualify as accredited investors and participate in private offerings (Accredited Investor Adopting

Release).11 This included amendments allowing natural persons to qualify as accredited investors

based on certain professional certifications, designations, or credentials.12 The amended rule

includes a nonexclusive list of attributes that the Commission will consider in determining which

professional certifications and designations or other credentials qualify a natural person for

accredited investor status.13 In a related order, the Commission designated holders in good standing

of the Series 7 (Licensed General Securities Representative), Series 65 (Licensed Investment Adviser

Representative), and Series 82 (Licensed Private Securities Offerings Representative) licenses

as accredited investors.14 The Commission may designate additional qualifying professional

certifications, designations, and other credentials by order.

On December 14, 2023, the Commission published a staff report regarding the accredited investor

definition.15 The report was published in connection with the requirement under the Dodd-Frank

Wall Street Reform and Consumer Protection Act for the Commission to review such definition as

it pertains to natural persons every four years. The report focused on changes in the composition of

the accredited investor pool since the definition was adopted, considered recommendations of prior

Small Business Forums, among other sources, and solicited feedback from the public. The Spring

2024 Regulatory Agenda16 indicates that the SEC’s Division of Corporation Finance is considering

recommending that the Commission propose amendments to Regulation D, including updates

to the accredited investor definition, to improve protections for investors. The Commission will

consider this Forum recommendation in connection with this initiative.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 11

Establish a regulatory framework for finders that includes an

exemption from broker-dealer registration and helps facilitate

small business capital formation.

COMMISSION RESPONSE

In October 2020, the Commission proposed an exemptive order that would permit natural

persons to engage in certain limited activities involving accredited investors without registering

with the Commission as a broker-dealer.17 In connection with that notice, the Commission

requested public comment on all aspects of the proposed exemption. The proposed exemptive

order was not finalized, and there is no rulemaking on the topic of finders on the Spring 2024

Regulatory Agenda.18

Expand regional, federal, and state options available for non-dilutive

funding to support the earliest stages of entrepreneurship.

COMMISSION RESPONSE

The Commission supports efforts to provide and improve accessibility of resources to support

entrepreneurs and their investors. As described above, in 2021, the SEC’s Office of the Advocate

for Small Business Capital Formation, in partnership with other SEC offices and divisions,

launched and continues to update and expand a centralized hub of Resources for Small Businesses

on sec.gov, which serves as a portal for educational resources to support entrepreneurs and their

investors, including the recently launched Funding Roadmap19 illustrating various dilutive and

non-dilutive funding sources for small businesses. The Additional Resources section of the hub

includes links to tools and information for small businesses and their investors from other agencies

on non-dilutive capital.

Through the SEC’s work overseeing investment products and services available to investors, staff

often receive recommendations and comments from investors and other stakeholders on ways

to improve the available investment opportunities. The Commission will consider this Forum

recommendation in connection with its various initiatives. Expansion of federal, regional, and state

options for non-dilutive funding, such as grants and loans, would require action by federal, state,

and local governments, as well as other institutions and entrepreneurial support organizations.

12 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Ensure capital raising rules provide equitable access to capital for

underrepresented founders and investors.

COMMISSION RESPONSE

Fair and efficient capital markets are important to protecting underrepresented founders and

investors. To that end, the Commission regularly evaluates ways to improve its capital-raising

rules, and the Spring 2024 Regulatory Agenda includes an initiative to consider amendments to

Regulation D, the most frequently used of the Commission’s rules related to exempt offerings.

As always, the Commission will carefully balance concerns relating to the impact on companies

participating in the U.S. capital markets (including those led by underrepresented founders) with

other aspects of its mission, including investor protection, and weigh the public comments to

achieve the appropriate balance. Promoting investor confidence in capital markets and consistent

and reliable disclosure is a crucial ingredient in capital formation, including capital formation for

small businesses and underrepresented entrepreneurs. The Commission will consider this Forum

recommendation in connection with its regulatory initiatives.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 13

Opening the

Dialogue on Investing

Investing in Early-Stage Companies

and Building Ecosystems

14 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

DAY 2: OPENING THE DIALOGUE

ON INVESTING

Investing in Early-Stage Companies and

Building Ecosystems

Agenda

1:00 P.M.

Welcome Remarks from Sarah Kenyon, SEC Small Business

Advocacy Team

1:05 P.M.

Remarks from SEC Commissioner Caroline A. Crenshaw

1:10 P.M.

Remarks from SEC Commissioner Mark Uyeda

1:15 P.M.

Fireside Chat, moderated by Sheen Munshi, SEC Small Business

Advocacy Team

1:25 P.M.

Panel Discussion, moderated by Julie Zelman Davis, SEC Small

Business Advocacy Team

2:00 P.M.

Q&A with Panelists, moderated by Jenny Riegel, SEC Small

Business Advocacy Team

2:10 P.M.

Closing Remarks from Kim Dinwoodie, SEC Small Business Advocacy Team

2:15 P.M.

Voting to Prioritize Policy Recommendation Submissions

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 15

Participant Perspectives

We asked participants...

Where do you expect to find

most investors or investment

opportunities?

Within your local

community

(47% of respondents)

27% said Across the Country

20% said Within your Broader

Geographic Region and

7% said Internationally

What are the greatest

challenges facing emerging

and regional fund managers?

Regulatory Barriers

to Entry

Lack of Track Record and

Access to a Network of Investors

were the next greatest challenges

16 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Speakers

ANGELA LEE

Professor, Columbia Business School & Founder

37 Angels

New York, NY

[Investing in early-stage companies] is

a tremendous amount of fun…if you are

somebody who loves reading about

innovative new companies… [I]f you

love thinking about what the future is

going to look like in the next 10, 20, 50

years, it is a really fun way to look at

the world. And it's a great way to learn.

Angela Lee is an award-winning professor and former Chief Innovation Officer at Columbia

Business School where she teaches venture capital and leadership courses. She has started 4 startups

and is also the founder of 37 Angels, an investing network that has evaluated over 20,000 startups,

invested in 100, and activates new investors through a startup investment bootcamp. She also serves

as a venture partner at Fresco Capital. Angela has spoken at the White House and NASA and is a

sought-after expert on CNBC, Bloomberg TV, MSNBC and Fox Business.

It's so important [to] look at who's participating,

and who is making the decisions in allocating

capital to entrepreneurs, and to the solutions

they're bringing to the world… [There are] huge

markets going untapped with solutions, because

the people…impacted by the problem [are not]

at the table to make investments.

TRISH COSTELLO

CEO

Portfolia

San Mateo, CA

Trish Costello is Founder and CEO of Portfolia. Portfolia works to activate the wealth of women,

with nearly 2,000 women limited partners in its venture capital funds. Portfolia’s 14 VC funds

focus on industries that over-index for women, including active aging and longevity, women’s

health, sustainability, and Rising America (diversity). Trish is recognized for her pioneering

work in preparing VC investment partners through the Kauffman Fellows Program, which she

created and spun out from the Kauffman Foundation and continues as CEO Emeritus. Trish was

Founding President of CVE Capital Corp, the holding company of a $1.7 billion venture capital

fund of funds. She was named Entrepreneur Magazine’s inaugural 100 Most Innovative Women

Entrepreneurs in 2020. Portfolia was recognized as Fast Company's Top Ten Most Innovative

Finance Companies.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 17

BETO PALLARES

President and CEO, Joseph Advisory Services,

LLC & General Partner

Audaz Capital Fund

El Paso, TX

[When people are looking to join an

angel group or to learn how to invest in

private companies] you don't learn to

swim by reading a book. You have to

get into the water. And so, the sooner

you provide mechanisms to give people

that experience, the more they'll develop

muscle memory on how to do things

(e.g., pitch, analyze investments) well.

Ebetuel (Beto) Pallares began his career as a management consultant focused primarily on the

telecom and banking industries. He’s also been a startup entrepreneur, a telecom executive,

a restaurateur, a nonprofit director, a venture capitalist, and a professor. He is a private fund

investment advisor and the general partner of a venture fund. Beto is a Kauffman Fellow

and a Presidio Fellow and over the years has served on the boards of over two dozen private

companies. He also serves on the board of Exagen, Inc. (NASDAQ: XGN). He holds a Ph.D. in

International Business Strategy from the University of Texas at El Paso and a B.A. in economics

from Brandeis University.

18 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Highlights from Panel Discussion

Private markets are a network driven environment. 80 to 85% of all investments that

are made are through networking (i.e., the founder knows the angel or VC, or they can

be introduced through somebody). So, bringing the power of your network to help your

portfolio companies will make you a better investor.

Before investing in the private markets, potential investors should consider the “four Ps”,

which are: People (e.g., what is the company’s structure and abilities), Problem (e.g., does the

company understand the problem they are solving for customers and is that market large

enough), Progress (e.g., is the company’s development repeatable), and Price (e.g., is the price

fair to all parties).

When raising capital in rural/regional areas, founders and fund managers should highlight

attributes that are unique to them and that offer competitive advantages (e.g., money goes

further in rural/regional areas and still have comparable talent to cities/coasts).

When researching fund managers, a pivotal question to consider is who is making the capital

allocation decisions; especially to impact underrepresented communities and issues.

Founders can receive valuable insights when they become investors in other early-stage

companies because they can see how the early-stage investment process operates from the

capital allocation side.

When expanding your network, as an investor or founder, it is critical to get started early, to

become an expert in your space, and to adventure outside of your comfort zone.

To have an effective fund, a fund manager should be able to fundraise (e.g., raise and deploy

capital), execute on investments (e.g., track record of what you have and have not invested

in), and exit well (e.g., investor return).

When researching companies to invest in, due diligence is key; at least 45 hours of research

goes into each prospective early-stage company.

Participants' Policy Recommendations

Bolster and expand tax incentives that promote equity ownership

and drive investment in the startup and small business ecosystem.

COMMISSION RESPONSE

One prong of the Commission’s mission is to facilitate capital formation. The Commission

regularly engages with businesses, investors, and other thought leaders in the small business

ecosystem to gather feedback and identify ways to facilitate capital formation. The Commission

and staff will consider this Forum recommendation in connection with these efforts. Changes to

Title 26 of the United States Code, the Internal Revenue Code, would require Congressional action.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 19

Focus SEC rulemaking efforts on reducing administrative and

regulatory burdens on small business and their investors to improve

capital allocation efficiency.

COMMISSION RESPONSE

Over the years, the Commission has sought to promote capital formation and appropriately reduce

compliance costs for smaller companies and their investors while maintaining investor protections.

This includes a longstanding practice of providing exemptions, scaled disclosure requirements,

delayed compliance dates, and other accommodations for smaller companies as well as carefully

considering any potential disproportionate effects of new rule requirements on such companies.

Consistent with this practice, the Commission will consider this Forum recommendation in

connection with ongoing regulatory initiatives.

Support underrepresented emerging fund managers—specifically

diverse and women managers—who are building funds that diversify

capital allocation, engage sophisticated investors, and challenge

pattern matching trends.

COMMISSION RESPONSE

The Commission supports efforts to improve diversity among fund managers and entrepreneurs

who raise capital. As described above, in 2021, the SEC’s Office of the Advocate for Small

Business Capital Formation, in partnership with other SEC offices and divisions, launched and

continues to update and expand the centralized hub of Resources for Small Businesses on sec.gov,

which serves as a portal for educational resources to support entrepreneurs and their investors,

including content to help support underrepresented emerging fund managers, their investors, and

their portfolio companies.20

In 2021, the SEC’s Asset Management Advisory Committee approved recommendations

that included matters of diversity and inclusion with respect to selection of asset managers.21

Subsequently, SEC staff issued a “Staff FAQ Relating to Investment Adviser Consideration of DEI

Factors.”22 The FAQ addresses the question of whether, under its fiduciary duty, an investment

adviser that recommends other investment advisers to or selects other advisers for its clients may

consider factors relating to diversity, equity, and inclusion, provided that the use of such factors is

consistent with a client’s objectives, the scope of the relationship, and the adviser’s disclosures. It

also clarifies that an adviser’s fiduciary duty does not mandate restricting such a recommendation

or selection to investment advisers with certain specified characteristics, such as a minimum amount

of assets under management or a minimum length of track record.

20 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Support companies that offer equity ownership to employees and gig

workers, and support policies that would better enable employeeowners to realize the value of their equity through transparency,

appropriate tax policy, and access to secondary liquidity.

COMMISSION RESPONSE

As described above, the Resources for Small Businesses hub on sec.gov serves as a centralized portal

for educational resources to support entrepreneurs and their investors.23 Specifically, the portal

includes a “Building Block” on types of securities, including stock options and restricted stock,24

as well as another on private secondary markets.25 In addition, the SEC’s Division of Corporation

Finance provides resources on the Commission’s Rule 701 under the Securities Act that provides

an exemption from registration for offers and sales of securities made to compensate employees,

consultants, and advisors issued by non-reporting issuers, many of which are smaller companies

pursuant to written compensatory benefit plans.26

Expand venture capital funds’ qualifying investments to include fundof-funds investments in other venture capital funds and investments

acquired through secondary transactions.

COMMISSION RESPONSE

An investment adviser to venture capital funds may qualify as an exempt reporting adviser

that is not required to register with the SEC if the fund invests at least 80 percent of its assets

in “qualifying investments” under Rule 203(I)-1 of the Investment Advisers Act of 1940.27 A

“qualifying investment” generally consists of any equity security issued by a qualifying portfolio

company that is directly acquired by a qualifying fund and certain equity securities exchanged for

the directly-acquired securities.

In the adopting release defining “qualifying investment,” the Commission discussed the possibility

of expanding the definition to include secondary purchases and investments in other venture capital

funds, but ultimately decided that such investments should be made pursuant to the 20 percent

limit for assets that are not “qualifying investments.”28 Since then, the SEC’s Division of Investment

Management issued guidance relating to the definition of “venture capital fund” to clarify whether

certain fund structures or actions could jeopardize a venture capital fund adviser’s ability to qualify

as an exempt reporting adviser.29 The Commission will consider this Forum recommendation and

will consult, as needed, with relevant stakeholders.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 21

Catching up

with Small Caps

Lessons Learned Going Public

and Staying Public

22 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

DAY 3: CATCHING UP WITH SMALL CAPS

Lessons Learned Going Public and Staying Public

Agenda

1:00 P.M.

Welcome Remarks from Pablo Echeverri, SEC Small Business

Advocacy Team

1:05 P.M.

Remarks from SEC Commissioner Hester Peirce

1:10 P.M.

Remarks from SEC Commissioner Jamie Lizárraga

1:15 P.M.

Panel Discussion, moderated by Courtney Haseley, SEC Small

Business Advocacy Team

2:00 P.M.

Q&A with Panelists, moderated by Stacey Bowers, SEC Small

Business Advocacy Team

2:25 P.M.

Closing Remarks from Amy Reischauer, SEC Small Business

Advocacy Team

2:30 P.M.

Voting to Prioritize Policy Recommendation Submissions

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 23

Participant Perspectives

We asked participants...

What are the greatest challenges

facing smaller public companies?

Cost of Compliance

Burden of Reporting Requirements

and Trading Volume were the next

greatest challenges

What is a top priority for smaller

public companies when it comes to

their investors and shareholders?

Attracting More

Institutional Investors

Engage With Investors and

Generating Return on Investment

were the next priorities

24 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Speakers

DAVINA K. KAILE

Partner

Pillsbury Winthrop Shaw Pittman LLP

Palo Alto, CA

Don't be surprised by the fact that all that time

and money and effort that went into the IPO, as

soon as you're closed and the money is in the

door, you're devoting almost that same level of

time, resources, and expense on a day-to-day

basis going forward, to stay public.

Davina Kaile is a Corporate and Securities partner and Co-Leader of Pillsbury’s Capital Markets

practice. Davina has guided companies across a wide range of sectors, including technology, life sciences,

financial services, e-commerce, edtech, and retail, in many high-profile multibillion and multimilliondollar deals. She has extensive experience in capital markets transactions, mergers and acquisitions,

tender offers, RTOs, divestitures, going private, deSPAC, and other strategic transactions. She represents

issuers and underwriters in IPOs, follow-on offerings, RDOs, CMPOs, rights offerings and PIPE,

ATM and ELOC transactions, and has deep expertise in ’33 and ’34 Act reporting, NYSE/Nasdaq

compliance, proxy matters, Section 16 and Section 13 reporting, and corporate governance issues.

The [U.S.] public markets are the

deepest, most efficient markets out

there… the quicker you can reach

more investors and a broader set,

the more available capital there is.

TRENT WARD

CEO and Co-Founder

Interactive Strength Inc.

Austin, TX

Trent Ward is the CEO and co-founder of Interactive Strength, a provider of specialty fitness

equipment and virtual personal training services under the brand names of FORME and CLMBR.

Previously, he was an equity portfolio manager at Citadel, a large alternative asset manager. He

started his career as an investment banker focused on Mergers & Acquisitions. Mr. Ward holds a

BS in Economics (Wharton) and a BS in Engineering (Jerome Fisher Program in Management and

Technology) from the University of Pennsylvania.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 25

Highlights from Panel Discussion

Small-cap companies represent approximately half of the publicly listed companies and are

considered the backbone of this country. Thus, supporting them is critically important as

they tend to be nimble and more easily able to pivot to respond to market dynamics and

changes.

Being a U.S. publicly listed company has significant advantages, especially compared to

being public in other countries, since the U.S. capital markets offer unsurpassed depth and

brand recognition.

Being a public company, and especially starting down the IPO path, is very resource

intensive. Small-cap companies are typically more resource constrained and their materiality

threshold is more sensitive. Time and expenses are the largest barriers for small-cap

companies entering the public markets. Thus, as a leader or adviser, being thoughtful of

reporting demands and a company’s available resources is a crucial inflection point.

Stock price volatility, trading momentum, and lack of research coverage are serious issues

for small-cap companies. Since small-cap companies are covered less by published research

reports, their stock value becomes the greatest display of information; and the stock price

can shift faster than information can reach investors. This disconnect should be a top-line

consideration for C-suite teams considering a public listing.

Regardless of the resource demands and reporting challenges, companies shouldn’t be

dissuaded by the process of going public; especially since the U.S. market’s regulatory

priorities include investor protection and capital formation.

26 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Participants' Policy Recommendations

Increase the $75 million public float threshold in the accelerated filer

definition so that only larger filers are required to provide an auditor

attestation of management’s assessment of internal control over

financial reporting under SOX 404(b).

COMMISSION RESPONSE

The Commission amended the “smaller reporting company” and “accelerated filer” definitions in

recent years to expand the number of smaller issuers eligible to comply with the scaled disclosure

requirements and tailor the types of issuers that are included in the accelerated filer categories.

Specifically, in June 2018, the Commission adopted amendments that raised the thresholds in the

smaller reporting company definition so that a company with less than $250 million of public

float is eligible to provide scaled disclosures.30 A company with less than $100 million in annual

revenues and either no public float or a public float that is less than $700 million is also eligible

to provide scaled disclosures. In March 2020, the Commission adopted amendments to the

accelerated filer and large accelerated filer definitions, which excluded issuers that qualify as smaller

reporting companies under the revenue test of the “smaller reporting company” definition.31 As a

result, under the current rules and definitions, a smaller reporting company with less than $100

million in annual revenue and a public float of less than $700 million is not required to obtain an

auditor attestation of its internal control over financial reporting from an independent auditor.

The Commission adopted such amendments in recognition of the costs of the internal control over

financial reporting auditor attestation for small and low-revenue issuers.

Consistent with the Commission’s historical practice of periodically reviewing size thresholds

for different issuer categories and providing accommodations for new and smaller issuers, the

Commission will consider this Forum recommendation in connection with future initiatives.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 27

Revise the "small entity" definition under the Regulatory

Flexibility Act to better assess the regulatory costs of compliance

for small and growing businesses.

COMMISSION RESPONSE

Congress enacted the Regulatory Flexibility Act (“RFA”; 5 U.S.C. §§ 601-612) in 1980 to require

federal agencies to consider the effects of their regulations on small businesses and other small

entities.32 If a regulation is expected to have a “significant economic impact on a substantial

number of small entities,” the RFA requires the issuing agency to consider regulatory impacts and

alternatives, with the goal of minimizing significant economic impacts on small entities.33

The RFA authorizes agencies to establish their own definitions of small entities if they determine

that specialized definitions are more appropriate to the activities of the agency.34 In 1982, the

Commission chose to adopt its own definitions of ‘‘small business’’ for purposes of Commission

rulemaking after reviewing size standards adopted by the Small Business Administration (SBA).

The Commission has a longstanding commitment to understanding and addressing the concerns

of small business. Consistent with this commitment, the Commission will consider this Forum

recommendation and will consult, as needed, with relevant stakeholders and the SBA.35

Improve public trading for small companies by requiring more

disclosures about short selling, institutional holdings, insider and

affiliate holdings and transactions, paid stock promotion, and

information about the security from transfer agents.

COMMISSION RESPONSE

In connection with short sale disclosure, self-regulatory organizations, including NYSE, Nasdaq,

and FINRA, currently provide short selling information on their websites, and the Commission

currently provides information on failures to deliver securities that may result from sales, including

short sales. On October 13, 2023, the Commission adopted a new rule and related form designed

to provide greater transparency through the publication of short sale-related data to investors and

other market participants.36 Under the rule, institutional investment managers that meet or exceed

a specified reporting threshold would be required to report, on a monthly basis using the form,

specified short position data and short activity data for equity securities.

The Commission currently has rules regarding the disclosure of insider and affiliate holdings and

transactions, and the federal securities laws require persons who promote a security to fully disclose

the receipt and amount of consideration from an issuer, underwriter, or dealer. In October 2023, the

Commission adopted amendments that shortened the deadline for investors who beneficially own

more than 5 percent of public company securities to file applicable forms to improve transparency

and provide more timely information for shareholders and the market.37 The Commission will

continue to consider this Forum recommendation in connection with future regulatory initiatives.

28 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

In 2015, the Commission published an Advance Notice of Proposed Rulemaking and Concept

Release outlining various issues related to the transfer agent regulatory regime and potential

rulemaking to address those issues.38 The Long-Term Actions of the Spring 2024 Regulatory

Agenda39 indicates that the SEC’s Division of Trading and Markets is considering recommending

that the Commission propose updates and refinements to the Commission’s existing regulatory

regime for transfer agents. The Commission will continue to consider the comments received and

this Forum recommendation in connection with this initiative.

Revise the public float and revenue thresholds for smaller reporting

companies and accelerated filers to be rolling averages instead of

thresholds determined on a particular date.

COMMISSION RESPONSE

When determining a filer status, an issuer must calculate its public float amount, which is

determined on the last business day of the issuer’s most recently completed second fiscal quarter.

This determination date is applicable to each type of filer, including large accelerated filers,

accelerated filers, and non-accelerated filers, while also relevant in qualifying issuers as smaller

reporting companies or emerging growth companies. The Commission will consider this Forum

recommendation in connection with future relevant initiatives.

Revise Exchange Act Section 12(g) to remove the threshold

for non-accredited investor holders and increase the asset

threshold to $20 million.

COMMISSION RESPONSE

Exchange Act Section 12(g) is a statutory provision that can only be amended by Congress.

However, the Spring 2024 Regulatory Agenda indicates that the Division of Corporation Finance is

considering recommending that the Commission propose amendments to Exchange Act Rule 12g51, which sets forth the “held of record” definition for purposes of Exchange Act Section 12(g). The

Commission will consider this Forum recommendation in connection with any such release and

any other relevant initiatives.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 29

FORUM ADVISORY PLANNING GROUP

The SEC’s Small Business Advocacy team convened a Forum Advisory Planning Group to

provide strategic input on the Forum.40 Members brought additional perspectives to the Forum

planning process, weighing in on improvement opportunities from prior Forums, identifying

emerging issues impacting access to capital, highlighting potential speakers, and promoting the

event within their networks.

Government & Regulatory Representatives

Karl Fooks

Outreach Manager, Office of

Domestic Finance

U.S. Department of Treasury

Eric Smith

Director, Office of Innovation and

Entrepreneurship

U.S. Economic Development Administration

Erin M. Houston

Dep. Secretary of State for

Securities/Securities Administrator,

Nevada Secretary of State

National Association of State Securities

Administrators

Velicia D. Woods

Chief, Office of Legislative, Education &

Intergovernmental Affairs

Minority Business Development Agency

Heath Morris

National Director, Investment Company

Exams; CCO & Chief Fraud Risk Officer,

Office of Patient Capital Investments & Office

of Investment & Innovation,

U.S. Small Business Administration

Business & Professional Organization Representatives

Alexis D'Amato

Government Affairs Director

Small Business Majority

Brett T. Palmer

Program Officer

Small Business Investor Alliance

Patrick Gouhin

Chief Executive Officer

Angel Capital Association

Carlo Passeri

Director Capital Markets and Financial

Services Policy

Biotechnology Innovation Organization

Jake Hannigan

Growth Lab Program Manager

StartOut

Chidima Okorie

Program Officer

BLCK VC

Emily Pollack

Deputy Managing Director, US Marketplace

Republic

30 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Bonnie J. Roe

Chair of the Small Business Issuers

Subcommittee, Business Law Section's

Committee on Federal Regulation of Securities

American Bar Association

Ashlyn Roberts

Senior Director of Government Affairs

National Venture Capital Association

Eli Velasquez

Co-Founder and Managing Partner

Investors of Color

Evan Williams

Director, Center for Capital Markets

Competitiveness

U.S. Chamber of Commerce

Non-Profit and Academia

Katie Allen

Senior Vice President

Center for American Entrepreneurship

Andre Perry

Fellow, Metropolitan Policy Program

The Brookings Institution

Imani Augustus

Director of the Alliance for Entrepreneurial

Equity

Third Way

Rodney Sampson

Executive Chairman, Opportunity Hub; SSBCI

VC Fund of Funds Manager, North Carolina

and Alabama; Nonresident Senior Fellow

The Brookings Institution

Gregory Brown

Research Director

Institute for Private Capital, UNC at Chapel

Hill

Jennifer Garcia

COO

Latino Business Action Network

Jennifer J. Schulp

Director of Financial Regulation Studies, Center

for Monetary and Financial Alternatives

Cato Institute

Bill Woodrum

Senior Program Officer

Claude Worthington Benedum Foundation

Victor Hwang

Founder and CEO

Right to Start

Prior Forum Participants

Brian Hollins

Director Capital Markets and Financial

Founder & Managing Partner

Collide Capital

Dave Lu

Managing Director

Hyphen Capital

Jordan Walker

Co-Founder

Yac and Backtrack

Greg Yadley

Partner

Shumaker, Loop & Kendrick, LLP

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 31

SEC OFFICIALS’ REMARKS

Opening Remarks

STACEY BOWERS, DIRECTOR, OFFICE OF THE ADVOCATE FOR

SMALL BUSINESS CAPITAL FORMATION

Welcome to the SEC’s 43rd annual Small Business Forum. I’d like to

thank all of you for joining us over the course of the next three days

to hear the voices of early-stage founders, capital allocators, and small

public companies. I am excited to be here as the new Director of the

Small Business Advocacy Office and to play a role in this important

Commission event that brings together the small business community,

the Commissioners, and other government and thought leaders.

Before I say much more, on behalf of myself and my colleagues here

at the SEC, I want to make clear that the views expressed today are each speaker’s own—in my

case in my capacity as the Director of the Small Business Advocacy Office—and do not necessarily

reflect those of the Commission, any of the Commissioners, or any of our colleagues on the Staff.

While I wish I had put a nickel in my savings every time I heard it, it nonetheless remains true that

small businesses and their investors are vital to our economy, no matter their life cycle stage. For

instance, did you know that small businesses created over 43% of U.S. GDP last year?41 Or that

women owned or co-owned almost 45% of non-employer small businesses—that’s 11.5 million

firms—and almost 40% of employer small businesses—another 2.1 million firms.42 And were you

aware that over the last 10 years, diverse businesses have created over 4.7 million jobs?43 How

about the fact that small businesses accounted for 54% of employment in rural areas?44 Or that

small public companies raised $4.6 billion in registered offerings in 2022?45

Over the course of the next three days,

I am excited to hear from leaders who have

personal knowledge of the issues facing

small businesses and their investors. We will

have the chance to learn first-hand from

one-on-one conversations with those who

have lived the small business experience

and survived to tell the tale. We will also

engage with panels of individuals from the

small business community who will share

their insights and take-aways, and you in

the audience will have the opportunity to

ask them questions.

“The voices of the small business

community provide insight into the

journeys that entrepreneurs and

investors undertake as they navigate

the various capital-raising pathways.

These stories can motivate us to think

and consider ideas in a different way

and appreciate narratives that are

distinct from our own.”

32 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

Today’s focus will be on amplifying the stories of early-stage businesses, including conversations

about barriers to entry for underrepresented founders and bridging the wealth gap. Tomorrow, we

will open the dialogue with investors on their role as capital allocators and some of the challenges

that emerging fund managers face, and we will address broader questions, like private market

liquidity. Finally, on day three we will catch up with folks in the small public company space and

get insight on initial public offerings, research coverage, and other pertinent topics.

The goal of the SEC’s Small Business Forum is to bring together a multitude of voices from

the public and private sectors, with different ideas and perspectives on capital raising. Over the

course of this year’s Forum, we will have the opportunity to listen to insightful remarks from our

Commissioners and learn from our presenters, as they share their stories. But we also want to

hear from all of you about your experiences, suggestions, and questions. The voices of the small

business community provide insight into the journeys that entrepreneurs and investors undertake

as they navigate the various capital-raising pathways. These stories can motivate us to think and

consider ideas in a different way and appreciate narratives that are distinct from our own.

I suspect that many of you, in our audience, have your own stories to share about capital raising

or questions you are pondering. I encourage you to amplify your voice by posting questions and

comments in the chat.

In addition to fostering learning and growth through conversation, a goal of the Forum is to

provide an opportunity for the public to shape recommendations to the Commission and to

Congress regarding policies that affect capital formation for small businesses and their investors.

We have already heard from some of you about proposed policy recommendations, but we want

to hear from all of you. If you have not yet shared your ideas, there is still time to submit your

thoughts through the submission portal or you can email us at smallbusiness@sec.gov. Then, at the

end of each day’s panel, we will invite you to vote to prioritize the policy recommendations to send

to the Commission and Congress.

While I’ve only been the Director of the Small Business Advocacy Office for three months, I

have already had the privilege of engaging with a wide variety of our stakeholders to hear their

experiences and perspectives. What an incredible learning opportunity it is to be able to dialogue

with so many who play a role in the small business ecosystem. I look forward to continuing my

journey as the Director and connecting with many more of you in the months and years to come!

And in this journey, I will be joined by an outstanding team. It is hard to quantify the amount of

passion, time, and effort it takes to host this event, and the dedicated team in our Office does so

with quiet perseverance. I would like to thank Amy Reischauer and Kim Dinwoodie for leading

the charge and the rest of the team for all of their support, including Jennifer Brady, T.J. Collins,

Julie Zelman Davis, Pablo Echeverri, Courtney Haseley, Sarah Kenyon, Sheen Munshi, Vikki

Porter, Jenny Riegel, Malika Sullivan, Todd Vanlaere, and Tyneise Wilson.

Now, I’d like to introduce and welcome Chair Gensler to the Small Business Forum to share his

insights and perspectives.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 33

CHAIR GARY GENSLER

Good afternoon. Thank you, Stacey for your introduction. As is

customary, I’d like to note that my views are my own as Chair of

the Securities and Exchange Commission, and I am not speaking on

behalf of my fellow Commissioners or the staff.

Stacey Bowers joined us in January as the new director of the Office

of the Advocate for Small Business Capital Formation (OASB). We are

excited to have her as part of the SEC’s team advancing our important

work on behalf of small businesses and their investors.

In 1980, Congress directed the SEC to hold an annual Small

Business Forum so the Commission could hear directly

from small businesses and their investors about the unique

issues that they face. Today, I’m pleased to welcome you to

the SEC’s 43rd Annual Forum.

“Entrepreneurs and small

businesses are integral to

our capital markets.”

I grew up in a small business household. My grandparents on one side opened and ran a grocery

store and on the other side a bar, both in Baltimore. My dad, Sam Gensler, started a small business

repairing vending machines. It grew into a small vending machine business that served hundreds

of other small businesses in the process, such as small diners and bars.

In this sense, my family’s business was part of a larger community of small businesses, whose owners

were as diverse as the city of Baltimore.

Entrepreneurs and small businesses are integral to our capital markets. In fact, more than 99 percent of

U.S. businesses are small, and their employees make up nearly half of the American private sector employees.

From 1995-2021, small businesses created nearly two out of every three new jobs.

At the SEC, our job is to serve investors building for a better future and companies of every size.

We are working to make our markets more efficient, competitive, transparent, fair—and worthy of the

public’s trust. We work to ensure that markets serve investors and issuers alike—not the other way around.

At the SEC, we have educational resources to help equip small businesses and investors with the tools

to help navigate capital raising. Please check out SEC.gov and Investor.gov.

As you discuss the various topics over the next three days—from early-stage stories to investing in

early-stage companies to accessing the public markets—please share your ideas and policy

recommendations with us. We greatly benefit from your perspective and willingness to engage.

This forum will inform a report that will be delivered to Congress. Further, your perspective may

help the Commission consider policies to benefit small businesses, like my dad and grandad’s and so

many across America.

Thank you, and now turning it back to the rest of the program.

34 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

COMMISSIONER HESTER M. PEIRCE

Good afternoon and thank you to the participants in the

Commission’s 43rd Annual Government-Business Forum on Small

Business Capital Formation and to today’s panelists. This annual

forum gives the Commission direct insights from the companies,

practitioners, and entrepreneurs that grapple with our complex

regulatory regime. Before I begin, I must remind everyone that my

views are my own as a Commissioner and not necessarily those of the

Securities and Exchange Commission or my fellow Commissioners.

In the past couple weeks, we experienced some unusual natural events: an earthquake in the New

York City area and a total eclipse of the sun in much of the United States. No glasses will shatter,

and you do not need special glasses for today’s event, but I expect it will be equally noteworthy.

Few topics in the securities world are of greater interest than why the number of public companies

has declined so sharply.46 Many have pondered the issue and offered solutions, but the answer to

this enigma is likely multifaceted. Today’s discussion will help us puzzle through it.

Small cap companies make up almost half of

“Few topics in the securities world

public companies and are vital to a healthy,

are of greater interest than why

growing economy.47 A Commission that wanted

to see more companies in the public markets

the number of public companies

would reduce the barriers to going public and

has declined so sharply.”

the costs of being public. As to the former,

the Commission recently did the opposite by

imposing new costs on companies looking to enter the public markets using the Special

Purpose Acquisition Company route. As to the latter, the Commission has resisted tailoring

regulations so that small cap companies can better afford to participate in the public markets.

The Commission brushes aside the need for scaling by explaining that the rule is so important

that every public company, no matter its size, should bear the rule’s associated costs. Investors

in these companies, who have to foot the bill, might not agree. Welcoming small cap companies

into the public markets gives retail investors a chance to share in their growth. Recent research

suggests that small cap companies, as a class, may offer greater investment returns than larger

companies.48 Small companies are often more disruptive, operationally nimble, and dynamic

than their larger counterparts.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 35

I hope that today’s discussion will help the Commission identity a better path forward for our

regulatory treatment of issues that affect small cap companies. I have the following questions.

1. As I mentioned, over the last few years, the Commission finalized many corporate disclosure

requirements without meaningful tailoring. Which requirements are or will be the most

onerous and unnecessary for small cap companies?

2. Should the Commission tailor for small companies other requirements that have been on the

books longer?

3. Would it help small cap companies if Emerging Growth Company status lasted ten years

instead of the current five years?

4. The 2023 annual report from the Commission’s Office of the Advocate for Small Business

Capital Formation recommended “aligning the SRC and non-accelerated filer categories.”49

The report argued that this “would allow all SRCs to enjoy all the benefits of being nonaccelerated filers—namely the exemption from the auditor attestation requirement under

Section 404(b) of the Sarbanes-Oxley Act.”50 Should the Commission adopt this change?

5. I have heard reports that smaller reporting companies have lost their SRC status due

to temporary variations in their public float, which governs SRC eligibility. Should the

Commission calculate an SRC’s public float based on a rolling average, say over the course of

a year?

6. Today’s discussion may touch on the sparse research coverage of small cap companies

compared to larger public companies.51 What – if anything – could the Commission do to

address this problem? For example, should the Commission revisit the withdrawn no-action

letter that allowed broker-dealers to comply with European regulations by receiving separate

payments for research, without the broker-dealer having to register as an investment adviser?52

7. Another frequently cited issue is disappointing liquidity for small cap companies listed on

exchanges. What can we do to facilitate exchange experimentation with different approaches

to cultivating better liquidity?

8. Today’s discussion may also cover the initial public offering process.

a. Is going public through a special purpose acquisition company still a viable path for

private companies, given the Commission’s recent final SPAC rulemaking?53

b. What reforms to the traditional initial public offering process – if any – would improve

the process for smaller potential public companies?

9. Some evidence suggests that Regulation A is underused. From July 2022 through June

2023, Reg. A offerings raised only $1.5 billion while traditional initial public offerings raised

$17 billion and Reg. D offerings raised almost $3 trillion.54 Is Commission pre-emption of

state blue sky laws for secondary transactions of Reg. A Tier 2 securities necessary to make

Regulation A a viable path? Should the Commission consider other reforms?

Thank you, and enjoy the discussion. I look forward to your recommendations.

36 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

COMMISSIONER CAROLINE A. CRENSHAW

Welcome, everyone. This is a fantastic event, and I want to thank

the staff of the Office of the Advocate for Small Business Capital

Formation for all the work they do to make it so productive. They

also prepare the Small Business Forum report, which I know I refer to

again and again, year after year. So, a big thank you to that office.

I also want to thank everyone who's taken the time away from their

work and other obligations to participate in the annual Small Business

Forum. I appreciate that you're here today, and I'm looking forward to

the discussion.

As our new Director of the Office of the Advocate for Small Business Capital Formation, Stacey

has pointed out an important part of her office's and the Commission's work is to be a bridge, or

facilitate connections, an exchange of ideas between small businesses and the various divisions and

offices within the SEC. And the purpose of that communication is to ensure that capital formation

is happening across all regions of the country, and is accessible for all those who have projects

that need to tap into our capital markets. I take that duty seriously, and I welcome continued

conversations, not just today, but throughout the year. Please just email my staff anytime, and I

look forward to an ongoing discussion.

Now, this will be the fourth time I have provided remarks at this event. One thing I've noticed

from years past about the conversations that happen outside of this annual forum, and inside

the so-called Washington, DC Beltway, is

that there's often a false dichotomy, either

“Capital raising and investor

expressly stated or implied. Thoughtful

conversations are stripped down to an

protection go hand in hand.

oversimplified view that any regulatory

Protections increase market integrity,

action to further investor protection

standards would be done at the expense of

which in turn increases capital

capital access, or particularly, capital access

raising and investment opportunities.”

for early-stage companies and entrepreneurs

from underrepresented communities.

These two goals, however, are not in tension with one another. Capital raising and investor

protection go hand in hand. Protections increase market integrity, which in turn increases capital

raising and investment opportunities.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 37

Further, I know that staff of the SEC, and entrepreneurs, innovators, and business individuals

understand that decision making, including policy decision making, can be thoughtful and precise

all at the same time. It can reconcile and balance multiple equities or concerns, and can still

produce meaningful results. In other words, policy can further investor protection concerns and

facilitate access to capital for early-stage businesses.

For example, the SEC could rework our safe harbors for registration exemptions to better calibrate

them for use by small, medium, or early-stage businesses, and require more disclosure from the

largest private companies that rival the size of many S&P 500 companies and take advantage

of the exempt offering framework. The SEC has already implemented that concept in the public

markets, where a scaled or tiered disclosure system is tailored based upon the size of the company

and the attendant costs and benefits of reduced and enhanced disclosures.

It's a fair observation that the securities law framework can be technical and intricate at times.

However, the staff here at the SEC are adept at administering that framework, and we want

to facilitate good faith compliance. We're not playing "gotcha." If achieving that good faith

compliance is a challenge, please provide feedback on the ways that the SEC can put out useful

and clear information, especially to early-stage entrepreneurs. Stacey and her team do this

extremely well, but if it isn't working, please let us know.

I'm looking forward, again, to the discussion today and tomorrow, and to the annual forum

report, and to speaking with all of you throughout the year.

38 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

COMMISSIONER MARK T. UYEDA

Good afternoon. It is my pleasure to participate in this year’s Small

Business Forum (“Forum”). I recall attending my first Forum nineteen

years ago in San Francisco,55 when I was serving as Chief Advisor to

the California Corporations Commissioner. The year was 2005, and it

was held in a hotel near Fisherman’s Wharf. I hope that we can soon

return to having in-person Forums held throughout the country.

Our capital markets and the regulatory environment have changed

significantly since that time. Public companies have more disclosure

obligations and private companies have more ways to raise capital. The number of public

companies, though, has declined significantly over the last couple of decades.56 Smaller companies

have accounted for the vast majority of this decline.57 The retreat by smaller companies from the

public markets highlights the importance of the private markets as a source of capital. For earlystage start-up companies, these sources might be angel investors and individuals who have a preexisting relationship with the founders.

Given the increasing role of angel investors, and others who might invest in the “friends and

family” round, the Commission should create an ecosystem where founders can be easily

connected with knowledgeable individuals who have the ability to assess the risks and rewards of

making investments in start-up companies.

One way to create this environment is to make

“Promoting economic growth,

the Commission’s capital raising rules for earlyinnovation, and jobs creation

stage companies more understandable and reduce

the need for lawyers charging $1,000 or more

requires the side-by-side

per hour. The Office of the Advocate for Small

existence of vibrant public

Business Capital Formation has an online resource58

to aid entrepreneurs. The Commission’s staff has

and private markets.”

also participated in events to help founders and

others at start-up companies better understand the

Commission’s rules and educational resources. However, the complexity of our regulatory regime

remains a challenge,59 and this is a concern that should be addressed. Not only is capital formation

part of the Commission’s mission, but Congress has specifically directed the Commission to

advance the interests of small business through the SEC Small Business Advocate Act of 2016.60

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 39

Another way that the Commission can build a vibrant ecosystem for raising start-up capital is

by ensuring that its rules focus on opportunity. Paternalistic rules issued in the name of investor

protection can limit individuals from investing in early-stage companies, but such rules often

fail to consider the risk tolerance of prospective investors and their ability to analyze such

investment. That type of a regulatory regime can make it more difficult for entrepreneurs to raise

capital without the attendant investor protections. Instead, regulations should focus on creating

opportunities and avoiding a broad, paternalistic approach.

Finally, a third way that the Commission can create a healthy ecosystem for entrepreneurs and

investors is to encourage a growing private market for capital. Promoting economic growth,

innovation, and jobs creation requires the side-by-side existence of vibrant public and private

markets. The Commission’s rules should not discourage companies from remaining private,

especially if the rationale for such rules is that less disclosure equates to more fraud. Bad actors

appear in both public and private companies and the Commission has anti-fraud rules and

enforcement authority to address such behavior. The Commission’s regulatory regime should

not lose sight of its purpose of encouraging good actors to start businesses and allowing them to

receive capital from willing investors.

These are three approaches for building an ecosystem to better serve entrepreneurs and investors.

I know there are many more. I look forward to the ideas that will come from this afternoon’s

fireside chat with Professor Angela Lee and the later panel with Trish Costello and Beto Pallares.

Thank you.

40 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

COMMISSIONER JAIME LIZÁRRAGA

Good afternoon. It is a pleasure to address the 43rd Annual Small

Business Forum.

In 1980, Congress required this annual Forum to assess the state

of play in small business capital formation – one of the three

fundamental pillars of the SEC’s statutory mission.

With U.S. equity markets representing nearly half of the world’s equity

market cap, today’s discussions on lessons learned from going public

and staying public are timely and on point.

Fulfilling our capital formation mission in as broad-based a manner as possible includes promoting

and facilitating robust participation by small cap companies in our equity markets.

There is a lively debate about the widening gap between capital raised in private versus public

markets, and the possible risks and implications of this trend.

As a general principle, retail investors benefit when companies go public. It results in a higher

supply and greater diversity of companies to choose from when making investment decisions.

Access to expanded investment choices, all accompanied by the disclosure, liability, and other

protections that come with securities registration, leads to healthier, more robust, and more

transparent public markets.

For small cap companies, it can be more challenging to

navigate a complex regulatory framework, compete for

research analysts’ attention, or ensure sufficient liquidity

in the secondary market.

If the dominant model becomes billion-dollar unicorns

being backed by many rounds of VC funding and then

going public as mega cap companies, it would work

against the goal of broad-based capital formation.

At the Commission, our scaled disclosure requirements

and phased-in compliance dates are two ways in which

we address some of the unique challenges that smaller

public companies face.

“Fulfilling our capital

formation mission in as

broad-based a manner

as possible includes

promoting and facilitating

robust participation by

small cap companies in our

equity markets.”

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 41

Under the climate risk disclosure rule finalized last month, smaller reporting companies are exempt

from the greenhouse gas emissions and attestation requirements. These companies also benefit

from a delayed compliance period, in recognition that additional time is helpful for them to get up

to speed as they prepare disclosures for the first time.

Similarly, in the cyber incident reporting rule, smaller reporting companies were provided with

additional time to phase in compliance. The Commission adopted the same approach in its

reforms to insider trading rules for corporate insiders.

That said, aspiring to improve how we implement our capital formation mission is a worthwhile

endeavor, one that best serves the public interest.

To that end, today’s Forum will hopefully yield new and innovative ideas that inform how the

Commission can best fulfill its capital formation mission.

Thank you to Courtney and to today’s panelists, and I look forward to gaining new insights from

the discussion.

42 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

ABOUT THE OFFICE OF THE ADVOCATE FOR

SMALL BUSINESS CAPITAL FORMATION

While the content of the Forum comes from participants, the planning, organizing, and executing of the

Forum is done by the SEC’s Small Business Advocacy Office. The Forum is one of many of the Office’s

responsibilities as it advocates for pragmatic solutions to address challenges faced by small businesses

and their investors raising and deploying capital. “Small business” for the Office spans from early-stage

start-ups raising seed capital, to later-stage private companies whose founders and investors are seeking

liquidity in the public markets, all the way to smaller public companies. Congress established the Office

via the bipartisan SEC Small Business Advocate Act of 2016 as an independent office within the SEC

that reports to the entire Commission as well as to multiple committees of Congress.

Meet the Team

STACEY

BOWERS

JENNIFER

BRADY

T.J.

COLLINS

JULIE ZELMAN

DAVIS

KIM

DINWOODIE

PABLO

ECHEVERRI

COURTNEY

HASELEY

SARAH

KENYON

VIKKI

PORTER

AMY

REISCHAUER

JENNY

RIEGEL

MALIKA

SULLIVAN

TODD

VANLAERE

TYNEISE

WILSON

Engage with Us!

Visit us online:

www.sec.gov/oasb

Speak to our team:

202.551.5407

Send us a message:

smallbusiness@sec.gov

Learn the ropes:

www.sec.gov/

resources-smallbusinesses

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 43

ENDNOTES

The SEC conducts the Forum annually and prepares

this report in accordance with the Small Business

Investment Incentive Act of 1980 [15 U.S.C. 80c-1

(codifying section 503 of Pub. L. No. 96-477, 94

Stat. 2275 (1980))].

Participants voluntarily submitted the presented

information in connection with their registration

online. The report solely includes submitted data,

without inclusion of non-responses.

The SEC responds to the Forum recommendations

pursuant to the Small Business Investment Incentive

Act of 1980, as amended by the Economic Growth,

Regulatory Relief and Consumer Protection Act of

2018. 15 U.S.C. 80c-1. Section 503 of the Economic

Growth, Regulatory Relief and Consumer Protection

Act of 2018 [Pub. L. 115- 174, 132 Stat. 1296

(2018)] amended Section 503 of the Small Business

Investment Incentive Act of 1980 to add this

requirement in new paragraph (e). The responses do

not include any Commission initiatives that are not

yet public. Where a Forum recommendation relates

to an initiative as to which the Commission has

solicited or expects to solicit public comment, the

recommendation will be considered as part of that

initiative, along with other comments received.

See https://www.sec.gov/resources-small-businesses.

See https://www.sec.gov/files/funding-roadmapcapital-raising.pdf.

See https://www.sec.gov/resources-small-businesses/

cutting-through-jargon-z.

See https://www.sec.gov/resources-small-businesses/

navigating-your-options#1.

See https://www.sec.gov/resources-small-businesses/

capital-trends.

See https://www.sec.gov/resources-small-businesses/

capital-raising-building-blocks.

See https://www.sec.gov/about/divisions-offices/

division-corporation-finance/division-corporationfinance-contact-us.

See “Accredited Investor Definition,” Release Nos.

33-10824; 34-89669; File No. S7-25-19 (Aug.

26, 2020) available at https://www.sec.gov/rules/

final/2020/33-10824.pdf.

See “SEC Small Entity Compliance Guide for

Amendments to Accredited Investor Definition,”

(March 29, 2021) available at https://www.sec.gov/

corpfin/amendments-accredited-investor-definitionsecg. See also https://www.sec.gov/resourcessmall-businesses/capital-raising-building-blocks/

accredited-investor.

See 17 CFR § 230.501(a)(10)(i)-(iv).

See “Order Designating Certain Professional

Licenses as Qualifying Natural Persons for

Accredited Investor Status,” Release No. 33-10823

(Aug. 26, 2020) available at https://www.sec.gov/

rules/other/2020/33-10823.pdf.

See “Review of the ‘Accredited Investor’ Definition

under the Dodd-Frank Act,” (Dec. 14, 2023)

available at https://www.sec.gov/files/reviewdefinition-accredited-investor-2023.pdf.

See “Office of Information and Regulatory

Affairs, Office of Management and Budget,

U.S. Securities and Exchange Commission

Agency Rule List,” (Spring 2024) available

at https://www.reginfo.gov/public/do/

eAgendaMain?operation=OPERATION_GET_

AGENCY_RULE_LIST&currentPub=true&agency

Code=&showStage=active&agencyCd=3235&csrf_

token=709E7368BCA6E602BBD4F353C42FC3EA

337F35A5EDB3D91B1296502551A5F5817CCE0F

88D6AD836B1BFBD6D2203818B36FAB.

See “Notice of Proposed Exemptive Order

Granting Conditional Exemption from the Broker

Registration Requirements of Section 15(a) of

the Securities Exchange Act of 1934 for Certain

Activities of Finders,” Release No. 34-90112; File

No. S7-13-20 (Oct. 7, 2020) available at https://

www.sec.gov/rules/exorders/2020/34-90112.pdf.

See supra note 14. We note that the Consolidated

Appropriations Act of 2023 amended Section 15

of the Securities Exchange Act of 1934 (Exchange

Act) to add a new subsection 15(b)(13) that provides

an exemption to allow an “M&A Broker” to effect

certain securities transactions in connection with the

transfer of ownership of a privately-held company

without registering as broker-dealer, subject to

certain conditions. The statutory exemption became

effective on March 29, 2023.

44 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

See supra note 5.

See “The Regulatory Flexibility Act: An Overview,”

Congressional Research Service (Aug. 16, 2021)

available at https://crsreports.congress.gov/product/

pdf/IF/IF11900 (“The Regulatory Flexibility Act: An

Overview”); see also 5 U.S.C. §§ 601-612.

See supra note 4.

See “SEC Asset Management Advisory Committee

- Subcommittee on Diversity and Inclusion

Recommendations for Consideration by the

AMAC on July 7, 2021,” available at https://

www.sec.gov/files/amac-recommendations-disubcommittee-070721.pdf.

See The Regulatory Flexibility Act: An Overview,

supra note 30; see also 5 U.S.C. §§ 602, 603, 604,

605, 609, 610.

See 5 U.S.C. §§ 601(3), 601(4); see also “Definitions

of “Small Business” or “Small Organization”

Under the Investment Company Act of 1940, the

Investment Advisers Act of 1940, the Securities

Exchange Act of 1934, and the Securities Act of

1933,” Securities Act Release No. 7548, Exchange

Act Release No. 40122, Investment Company

Act Release No. 23272, Investment Advisers Act

Release No. 1727, 63 FR 35508, 35509 (June 30,

1998), available at https://www.govinfo.gov/content/

pkg/FR-1998-06-30/pdf/98-17387.pdf (“1998

Amendments”).

See “Final Definitions of ‘‘Small Business’’ and

‘‘Small Organization’’ for Purposes of the Regulatory

Flexibility Act,” Securities Act Release No. 6380,

Exchange Act Release No. 18452, PUHCA

Release No. 22371, Trust Indenture Act Release

No. 693, Investment Company Act Release No.

12194, Investment Advisers Act Release No.

791, 47 FR 5215, 5216 (Feb. 4, 1982), available

at https://archives.federalregister.gov/issue_

slice/1982/2/4/5214-5223.pdf#page=2; see also 1988

Amendments, supra note 32 at 35509.

See “Guidance on the Exemption for Advisers

to Venture Capital Funds,” No. 2013-13 (Dec.

2013) available at https://www.sec.gov/divisions/

investment/guidance/im-guidance-2013-13.pdf.

See “Short Position and Short Activity Reporting

by Institutional Investment Managers,” Release

No. 34-98738; File No. S7-08-22 (Oct. 13,

2023) available at https://www.sec.gov/files/rules/

final/2023/34-98738.pdf.

See “Smaller Reporting Company Definition,”

Release Nos. 33-10513; 34-83550; File No. S7-1216 (June 28, 2018) available at https://www.sec.gov/

files/rules/final/2018/33-10513.pdf.

See “Modernization of Beneficial Ownership

Reporting,” Release Nos. 33-11253; 34-98704; File

No. S7-06-22 (Oct. 10, 2023) available at https://

www.sec.gov/files/rules/final/2023/33-11253.pdf.

See “Accelerated Filer and Large Accelerated Filer

Definitions,” Release No. 34-88365; File No. S7-0619 (March 12, 2020) available at https://www.sec.

gov/files/rules/final/2020/34-88365.pdf.

See “Transfer Agent Regulations,” Release

No. 34-76743; File No. S7-27-15 (Dec. 22,

2015) available at https://www.sec.gov/rules/

concept/2015/34-76743.pdf.

See supra note 14.

See “Staff FAQ Relating to Investment Adviser

Consideration of DEI Factors,” available at https://

www.sec.gov/tm/staff-faq-relating-investmentadviser-consideration-dei-factors.

See supra note 4.

See https://www.sec.gov/resources-small-businesses/

capital-raising-building-blocks/common-startupsecurities.

See https://www.sec.gov/files/oasb-prvt-sec-mrktbuilding-block.pdf.

See “Employee Benefit Plans – Rule 701,” available

at https://www.sec.gov/resources-small-businesses/

exempt-offerings/employee-benefit-plans-rule-701-0.

See Investment Advisers Act of 1940, Rule 203(l)-1

available at https://www.ecfr.gov/current/title-17/

section-275.203(l)-1.

See “Exemptions for Advisers to Venture Capital

Funds, Private Fund Advisers With Less Than

$150 Million in Assets Under Management, and

Foreign Private Advisers,” Release No. IA-3222;

File No. S7-37-10 (June 22, 2011), at 15-16, 21,

23-27, available at https://www.sec.gov/files/rules/

final/2011/ia-3222.pdf.

REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM | 45

The SEC’s Small Business Advocacy team convenes

the advisory planning group to participate in Forum

planning pursuant to 15 U.S.C. 80c-1(b).

See Office of the Advocate for Small Business Capital

Formation, “Annual Report for Fiscal Year 2023,”

(Dec. 14, 2023) at 4, available at https://www.sec.

gov/files/2023-oasb-annual-report.pdf.

Id. at 39.

Id. at 50.

Id. at 65.

Id. at 16.

The number of listed companies has dropped from

a high of around 8,000 in 1996 to around 4,200

by mid-2022. See The World Bank, Listed domestic

companies, total – United States available at https://

data.worldbank.org/indicator/CM.MKT.LDOM.

NO?end=2019&locations=US&start=1975&

view=chart (last accessed, Apr. 11, 2024); see

Office of the Advocate for Small Business Capital

Formation, “Annual Report: Fiscal Year 2022,”

(Sept. 15, 2022) at 39, available at https://www.sec.

gov/files/2022-oasb-annual-report.pdf.

See supra note 39 at 35, n.139 (noting that small

public companies, defined as those with a market

capitalization of less than $250 million, represent

47% of all public companies).

According to Goldman Sachs, small cap companies

generally “outperform[] large caps by roughly two

percentage points (pp) on an annualized basis.”

See Goldman Sachs, “David vs Goliath: Don't

Underestimate the Small (Caps),” (Mar. 14, 2022)

available at https://www.gsam.com/content/gsam/us/

en/institutions/market-insights/gsam-connect/2022/

David_vs_Goliath-Dont_Underestimate_The_Small_

Caps.html. Their definition uses the MSCI US Small

Cap Index and MSCI US Large Cap Index. Id.

See supra note 39 at 84.

Id.

See, e.g., supra note 39 at 38 (“The average number

of analysts covering a mega-cap public company

is more than 4x higher than at small public

companies.”) (citing Noemi Distefano, “Targeting

new investors top priority at small caps,” IR

Magazine (Aug. 25, 2023) available at https://www.

irmagazine.com/small-cap/targeting-new-investorstop-priority-small-caps.

See Securities Industry and Financial Markets

Association, SEC Staff No-Action Letter (Oct. 26,

2017), available at https://www.sec.gov/divisions/

investment/noaction/2017/sifma-102617-202a.htm.

See “Special Purpose Acquisition Companies,

Shell Companies, and Projections,” Release Nos.

33-11265; 34-99418; IC-35096; File No. S7-13-22,

89 FR 14158, 14306 (Feb. 26, 2024) available at

https://www.govinfo.gov/content/pkg/FR-2024-0226/pdf/2024-01853.pdf.

See supra note 39 at 14.

See Press Release 2005-115, “SEC Holds 24th

Annual Small Business Capital Formation Forum

with Advisory Committee Meeting,” (Aug. 15, 2005)

available at https://www.sec.gov/news/press/2005115.htm.

See supra note 39 at 33.

Id.

See supra note 4.

See supra note 39 at 70 (“Many of the entrepreneurs

we met—no matter how business savvy or

technologically sophisticated—noted that the capitalraising rules are complex and expressed the need

for accessible resources at every stage to help them

understand what capital-raising pathways may be

available to them.”).

Pub. L. No. 114-284.

46 | REPORT OF THE 43RD ANNUAL SEC SMALL BUSINESS FORUM

U. S . S E C U R I T I E S A N D E XC H A N G E CO M M I SS I O N

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.