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H.R. 1553House118th Congress (2023-2025)In Committee

HALOS Act of 2023

Sponsored by Michael LawlerRep. Michael Lawler (R-NY)
Introduced March 10, 2023

AI-Generated Summary

Updated January 20, 2026 at 4:43 AM UTC

The HALOS Act directs the SEC to amend Regulation D so that issuers can make presentations at certain events without those communications being treated as prohibited general solicitation. The changes apply to early‑stage companies seeking investment from accredited investors and to groups such as angel investor clubs, colleges, nonprofits, and other approved sponsors. The bill also sets rules for how these events must be conducted and what information can be shared.

Key Provisions

  • Defines “angel investor group” as a collection of accredited investors that meet regularly, make investment decisions, and are not affiliated with brokers or advisers.
  • Defines “issuer” as a non‑bankrupt business that is not an investment company, blank‑check, or shell company.
  • Requires the SEC, within six months, to amend Regulation D to exempt presentations made at events sponsored by government entities, educational institutions, nonprofits, angel investor groups, venture forums, or other entities the SEC designates, provided certain conditions are met.
  • Prohibits event sponsors from giving investment advice, charging fees beyond reasonable administrative costs, or receiving compensation that would require broker‑dealer or investment‑advisor registration.
  • Mandates sponsors provide attendees a one‑page disclosure about the event and investment risks, and limits offering information to basic details such as that securities are being offered, type and amount, subscriptions, and use of proceeds.
  • Clarifies that attending such an event does not create a pre‑existing substantive relationship for purposes of Rule 506(b).

Legislative Activity

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5 earlier actions
HouseCalendars Latest Action

Placed on the Union Calendar, Calendar No. 250.

December 12, 2023

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HouseIntro Referral

Introduced in House

March 10, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

Financial Services Committee

March 10, 2023

HouseCommittee

Committee Consideration and Mark-up Session Held

Financial Services Committee

May 24, 2023

HouseCommittee

Ordered to be Reported in the Nature of a Substitute (Amended) by the Yeas and Nays: 35 - 12.

Financial Services Committee

May 24, 2023

HouseCommittee

Reported (Amended) by the Committee on Financial Services. H. Rept. 118-310.

Financial Services Committee

December 12, 2023

HouseCalendars

Placed on the Union Calendar, Calendar No. 250.

December 12, 2023

Bill Text

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Reported in HouseIssued December 12, 2023

IB

Union Calendar No. 250

118th CONGRESS

1st Session

H. R. 1553

[Report No. 118–310]

IN THE HOUSE OF REPRESENTATIVES

March 10, 2023

Mr. Lawler (for himself and Mr. Gottheimer) introduced the following bill; which was referred to the Committee on Financial Services

December 12, 2023

Additional sponsor: Mr. Nickel

December 12, 2023

Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed

Strike out all after the enacting clause and insert the part printed in italic

For text of introduced bill, see copy of bill as introduced on March 10, 2023

A BILL

To require the Securities and Exchange Commission to revise rules relating to general solicitation or general advertising to allow for presentations or other communication made by or on behalf of an issuer at certain events, and for other purposes.

1.

Short title

This Act may be cited as the Helping Angels Lead Our Startups Act of 2023 or the HALOS Act of 2023.

2.

Clarification of general solicitation

(a)

Definitions

For purposes of this Act and the revision of rules required under this Act:

(1)

Angel investor group

The term angel investor group means any group that—

(A)

is composed of accredited investors interested in investing personal capital in early-stage companies;

(B)

holds regular meetings and has defined processes and procedures for making investment decisions, either individually or among the membership of the group as a whole; and

(C)

is neither associated nor affiliated with brokers, dealers, or investment advisers.

(2)

Issuer

The term issuer means an issuer that is a business, is not in bankruptcy or receivership, is not an investment company, and is not a blank check, blind pool, or shell company.

(b)

In general

Not later than 6 months after the date of enactment of this Act, the Securities and Exchange Commission shall revise Regulation D (17 CFR 230.500 et seq.) to require that in carrying out the prohibition against general solicitation or general advertising contained in section 230.502(c) of title 17, Code of Federal Regulations, the prohibition shall not apply to a presentation or other communication made by or on behalf of an issuer which is made at an event—

(1)

sponsored by—

(A)

the United States or any territory thereof, the District of Columbia, any State, a political subdivision of any State or territory, or any agency or public instrumentality of any of the foregoing;

(B)

a college, university, or other institution of higher education;

(C)

a nonprofit organization;

(D)

an angel investor group;

(E)

a venture forum, venture capital association, or trade association; or

(F)

any other group, person, or entity as the Securities and Exchange Commission may determine by rule;

(2)

where any advertising for the event does not reference any specific offering of securities by the issuer;

(3)

the sponsor of which—

(A)

does not make investment recommendations or provide investment advice to event attendees;

(B)

does not engage in an active role in any investment negotiations between the issuer and investors attending the event;

(C)

does not charge event attendees any fees other than reasonable administrative fees;

(D)

does not receive any compensation for making introductions between investors attending the event and issuers, or for investment negotiations between such parties;

(E)

makes readily available to attendees a disclosure not longer than one page in length, as prescribed by the Securities and Exchange Commission, describing the nature of the event and the risks of investing in the issuers presenting at the event; and

(F)

does not receive any compensation with respect to such event that would require registration of the sponsor as a broker or a dealer under the Securities Exchange Act of 1934, or as an investment advisor under the Investment Advisers Act of 1940; and

(4)

where no specific information regarding an offering of securities by the issuer is communicated or distributed by or on behalf of the issuer, other than—

(A)

that the issuer is in the process of offering securities or planning to offer securities;

(B)

the type and amount of securities being offered;

(C)

the amount of securities being offered that have already been subscribed for; and

(D)

the intended use of proceeds of the offering.

(c)

Rule of construction

Subsection (b) may only be construed as requiring the Securities and Exchange Commission to amend the requirements of Regulation D with respect to presentations and communications, and not with respect to purchases or sales.

(d)

No pre-existing substantive relationship by reason of event

Attendance at an event described under subsection (b) shall not qualify, by itself, as establishing a pre-existing substantive relationship between an issuer and a purchaser, for purposes of Rule 506(b).

December 12, 2023

Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed