HALOS Act of 2025

The bill would direct the SEC to revise Regulation D — the rule that exempts certain private securities offerings from registration — so that the existing prohibition on general solicitation and advertising does not apply to presentations made by or on behalf of a startup issuer at a qualifying event. Qualifying events must be sponsored by a government entity, college or university, nonprofit, angel investor group, incubator or accelerator, venture forum, or trade association. Sponsors must meet specific conditions: they may not give investment advice, charge beyond reasonable administrative fees, receive compensation for introductions, or take any compensation that would require broker-dealer or investment adviser registration. Only limited securities information may be shared — that an offering is underway, the type and amount of securities, the unsubscribed amount, and the intended use of proceeds.

The bill would not allow purchases or sales of securities at these events, and attendance alone would not establish the "pre-existing substantive relationship" needed to rely on Rule 506(b) of Regulation D for future private placements. Events cannot be held in facilities owned or operated by a religious organization (except accredited higher education institutions). The SEC would also be required to prescribe a one-page risk disclosure that event sponsors must make available to attendees.

Early-stage startup companies seeking to pitch to investors at qualifying events; angel investor groups, university entrepreneurship programs, nonprofit startup organizations, incubators, accelerators, and venture forums that sponsor such events; and accredited and prospective investors who attend pitch events hosted by those organizations.

Startups that raise money under Regulation D are currently prohibited from general solicitation, which creates legal uncertainty around presenting at open pitch events. If enacted, this bill would give startups a clear safe harbor to pitch at qualifying events without risking violation of that prohibition — potentially lowering a practical barrier to early-stage fundraising and broadening access to angel and institutional capital.

Within six months of enactment, the SEC must revise Regulation D (17 CFR 230.500 et seq.) through rulemaking to incorporate the new event-based exemption. The SEC would also prescribe the required one-page sponsor disclosure form. The Commission retains authority to designate additional qualifying sponsor types by rule. No new reporting requirements are imposed on issuers or investors, but event sponsors bear responsibility for meeting the conditions — including making the disclosure available, refraining from investment advice, and avoiding compensated introductions — as a condition of the exemption applying to presentations made at their events.