HALOS Act of 2023

Helping Angels Lead Our Startups Act of 2023 or the HALOS Act of 2023

This bill directs the Securities and Exchange Commission (SEC) to revise Regulation D, which exempts certain securities offerings from SEC registration requirements but prohibits general solicitation or general advertising with respect to such offerings. Under the bill, this prohibition shall not apply to events with specified kinds of sponsors—including angel investor groups unconnected to broker-dealers or investment advisers—where presentations or communications are made by or on behalf of an issuer, if

• the advertising does not refer to any specific offering of securities by the issuer;
• the sponsor does not provide investment recommendation or advice to attendees, engage in investment negotiations with attendees, charge certain fees, or receive certain compensation; and
• no specific information regarding a securities offering is communicated beyond the type and amount of securities being offered, the amount of securities already subscribed for, and the intended use of proceeds from the offering.

In addition, the SEC is prohibited from requiring additional filings for a general solicitation or general advertising of a Regulation D security.

The HALOS Act of 2023, also known as Bill 118 hr 1553, is a piece of legislation introduced in the US Congress aimed at promoting small business growth and entrepreneurship. The bill seeks to amend the Securities Act of 1933 to provide for an exemption from the registration requirements for certain events known as "demo days" or "pitch events" where entrepreneurs can showcase their business ideas to potential investors.

Under the HALOS Act, qualifying events must meet certain criteria, such as being sponsored by a government entity, non-profit organization, or educational institution, and not charging more than a nominal fee to participants. The bill also includes provisions to protect investors by requiring that all presentations at these events be made in a manner that does not include specific investment recommendations or solicitations.

Supporters of the HALOS Act argue that it will help small businesses access much-needed capital and foster innovation in the economy. Critics, however, raise concerns about the potential for fraud and abuse in these unregistered offerings. Overall, the HALOS Act of 2023 aims to strike a balance between facilitating investment in small businesses and protecting investors from potential risks. The bill is currently under consideration in Congress and has garnered bipartisan support.