SEED Act of 2025

The Small Entrepreneurs' Empowerment and Development Act of 2025 (SEED Act) creates a new micro-offering exemption under the Securities Act of 1933. The exemption, labeled 4(a)(8), would let small issuers raise capital by selling securities up to a $250,000 aggregate amount in any 12-month look-back period, without requiring the usual disclosures or offering filings. However, offerings relying on this exemption would still be subject to the antifraud provisions of federal securities laws, meaning investors are protected against deceitful conduct. The bill also requires the Securities and Exchange Commission (SEC) to establish disqualification rules within 270 days to bar certain disreputable actors from using the exemption, and it extends state-level exemptions to recognize 4(a)(8). The aim is to reduce regulatory burdens on small enterprises while maintaining core investor protections.