II
118THCONGRESS
1
STSESSION S. 3298
To require the Securities and Exchange Commission to revise the rules
of the Commission relating to general solicitation or general advertising,
and for other purposes.
IN THE SENATE OF THE UNITED STATES
NOVEMBER14 (legislative day, NOVEMBER13), 2023
Mr. M
URPHY(for himself, Ms. SINEMA, and Mr. TILLIS) introduced the fol-
lowing bill; which was read twice and referred to the Committee on Bank-
ing, Housing, and Urban Affairs
A BILL
To require the Securities and Exchange Commission to revise
the rules of the Commission relating to general solicita-
tion or general advertising, and for other purposes.
Be it enacted by the Senate and House of Representa-1
tives of the United States of America in Congress assembled, 2
SECTION 1. SHORT TITLE. 3
This Act may be cited as the ‘‘Helping Angels Lead 4
Our Startups Act of 2023’’ or the ‘‘HALOS Act of 2023’’. 5
SEC. 2. HELPING ANGELS LEAD OUR STARTUPS. 6
(a) D
EFINITIONS.—In this section, and for the pur-7
poses of the revisions required under subsection (b)— 8
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•S 3298 IS
(1) the term ‘‘angel investor group’’ means any 1
group that— 2
(A) is composed of accredited investors 3
who are interested in investing personal capital 4
in early-stage companies; 5
(B) holds regular meetings and has defined 6
processes and procedures for making invest-7
ment decisions, either individually or among the 8
membership of the group as a whole; and 9
(C) is neither associated nor affiliated with 10
brokers, dealers, or investment advisers; and 11
(2) the term ‘‘issuer’’ means an issuer that— 12
(A) is a business; 13
(B) is not in bankruptcy or receivership; 14
and 15
(C) is not a blank check, blind pool, or 16
shell company. 17
(b) C
LARIFICATION OFGENERALSOLICITATION.— 18
(1) I
N GENERAL.—Not later than 180 days 19
after the date of enactment of this Act, the Securi-20
ties and Exchange Commission shall revise sections 21
230.500 through 230.508 of title 17, Code of Fed-22
eral Regulations (referred to in this subsection as 23
‘‘Regulation D’’), to require that, in carrying out the 24
prohibition against general solicitation or general ad-25
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•S 3298 IS
vertising under section 230.502(c) of title 17, Code 1
of Federal Regulations, the prohibition shall not 2
apply to a presentation or other communication 3
made by or on behalf of an issuer at an event— 4
(A) sponsored by— 5
(i) the United States; 6
(ii) any territory of the United States; 7
(iii) the District of Columbia; 8
(iv) any State; 9
(v) a political subdivision of any State 10
or territory; 11
(vi) an agency or public instrumen-12
tality of any entity described in clauses (i) 13
through (v); 14
(vii) a college, university, or other in-15
stitution of higher education; 16
(viii) a nonprofit organization; 17
(ix) an angel investor group; 18
(x) a venture forum, venture capital 19
association, or trade association; or 20
(xi) any other group, person, or entity 21
that the Securities and Exchange Commis-22
sion may, by rule, determine to be appro-23
priate; 24
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•S 3298 IS
(B) where any advertising for the event 1
does not reference any specific offering of secu-2
rities by the issuer; 3
(C) the sponsor of which— 4
(i) does not make investment rec-5
ommendations or provide investment ad-6
vice to attendees of the event; 7
(ii) does not engage in an active role 8
in any investment negotiations between the 9
issuer and investors attending the event; 10
(iii) does not charge attendees of the 11
event any fees other than reasonable ad-12
ministrative fees; 13
(iv) does not receive any compensation 14
for— 15
(I) making introductions between 16
investors attending the event and 17
issuers; or 18
(II) investment negotiations be-19
tween the parties described in sub-20
clause (I); 21
(v) makes readily available to 22
attendees of the event a disclosure not 23
longer than 1 page in length, as prescribed 24
by the Securities and Exchange Commis-25
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•S 3298 IS
sion, describing the nature of the event 1
and the risks of investing in the issuers 2
presenting at the event; and 3
(vi) does not receive any compensation 4
with respect to the event that would re-5
quire registration of the sponsor as— 6
(I) a broker or a dealer under the 7
Securities Exchange Act of 1934 (15 8
U.S.C. 78a et seq.); or 9
(II) an investment advisor under 10
the Investment Advisers Act of 1940 11
(15 U.S.C. 80b–1 et seq.); and 12
(D) where no specific information regard-13
ing an offering of securities by the issuer is 14
communicated or distributed by or on behalf of 15
the issuer, other than— 16
(i) that the issuer is in the process of 17
offering securities or planning to offer se-18
curities; 19
(ii) the type and amount of securities 20
being offered; 21
(iii) the amount of securities being of-22
fered that have already been subscribed 23
for; and 24
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•S 3298 IS
(iv) the intended use of proceeds of 1
the offering. 2
(2) R
ULE OF CONSTRUCTION .—Paragraph (1) 3
may only be construed as requiring the Securities 4
and Exchange Commission to amend Regulation D 5
with respect to presentations and communications 6
and not with respect to purchases or sales. 7
(3) N
O PRE-EXISTING SUBSTANTIVE RELATION -8
SHIP BY REASON OF EVENT .—Attendance at an 9
event described in paragraph (1) shall not qualify, 10
by itself, as establishing a pre-existing substantive 11
relationship between an issuer and a purchaser for 12
the purposes of section 230.506(b) of title 17, Code 13
of Federal Regulations. 14
Æ
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