SEC Adopts JOBS Act Inflation Adjustments
Washington D.C., Sept. 9, 2022 —
The Securities and Exchange Commission today adopted amendments to its rules to implement inflation adjustments mandated by the Jumpstart Our Business Startups (JOBS) Act. The SEC is required to make inflation adjustments to certain JOBS Act rules at least once every five years. The new thresholds will become effective when they are published in the Federal Register.
Title I of the JOBS Act added Securities Act Section 2(a)(19) and Exchange Act Section 3(a)(80) to define the term “emerging growth company” (EGC). Pursuant to the statutory definition, the Commission is required every five years to index to inflation the annual gross revenue amount used to determine EGC status to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics. To carry out this statutory directive, the SEC adopted amendments to Securities Act Rule 405 and Exchange Act Rule 12b-2 to reflect within the EGC definition an inflation-adjusted annual gross revenue threshold from $1,070,000,000 to $1,235,000,000.
Title III of the JOBS Act added Securities Act Section 4(a)(6), which provides an exemption from the registration requirements of Securities Act Section 5 for certain crowdfunding transactions. Sections 4(a)(6) and 4A of the Securities Act set forth dollar amounts used in connection with the crowdfunding exemption, and Section 4A(h)(1) states that such dollar amounts shall be adjusted by the Commission not less frequently than once every five years to reflect the change in the CPI-U published by the BLS. Pursuant to this directive, the SEC adopted amendments to Regulation Crowdfunding to again adjust certain of those dollar amounts for inflation pursuant to the statutory requirement.
The final rules will become effective upon their publication in the Federal Register.