HALOS Act of 2025
The HALOS Act of 2025 would require the Securities and Exchange Commission (SEC) to revise Regulation D to permit general solicitation or general advertising for certain presentations or communications made by issuers at specific, allowed events. This means early-stage companies (issuers) could present to investors at events sponsored by governments, colleges, nonprofits, angel investor groups, incubators/accelerators, venture forums, trade associations, and similar groups without violating the ban on general solicitation, provided strict conditions are met. The bill creates guardrails to protect investors, such as limiting what can be advertised, ensuring sponsors don’t act as investment advisers or brokers, requiring a concise disclosure, and clarifying that attending such events does not by itself create a pre-existing substantive relationship for Rule 506(b) purposes. The SEC would have six months after enactment to implement these changes.
Key Points
- 1The SEC must revise Regulation D (17 CFR 230.500 et seq.) within six months of enactment to allow a presentation or communication by or on behalf of an issuer at certain events to fall outside the general solicitation prohibition, under defined conditions.
- 2Eligible events include those sponsored by: (A) government units or agencies; (B) colleges or universities; (C) nonprofit organizations; (D) angel investor groups; (E) incubators or accelerators; (F) venture forums, venture capital associations, or trade associations (not created solely to sponsor the described events); and other groups the SEC may determine.
- 3The event must not be held in religious-owned facilities (with an exception for accredited, non-religious higher education institutions); advertising cannot reference a specific securities offering.
- 4The event sponsor must meet several restrictions: no investment recommendations or active role in negotiations; no attendee fees beyond reasonable administrative costs; no compensation for introductions or negotiations; must provide a concise one-page disclosure about the event and the risks of investing in presenting issuers; and must not receive compensation that would require broker/dealer or investment adviser registration.
- 5Communications permitted at these events may include general information about the issuer and the offering only in very limited ways (e.g., type/amount of securities offered, amount already subscribed, intended use of proceeds), and the sponsor must not be engaged in substantive investment activities for attendees beyond the described event.
- 6Subsection (b) and related provisions apply only to presentations/communications, not to purchases or sales, and attendance at such events cannot by itself create a pre-existing substantive relationship for Rule 506(b) purposes.