II 

118TH CONGRESS 

1ST SESSION 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 

NOVEMBER 14 (legislative day, NOVEMBER 13), 2023 

Mr. MURPHY (for himself, Ms. SINEMA, and Mr. TILLIS) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

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. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Helping Angels Lead 

5 Our Startups Act of 2023’’ or the ‘‘HALOS Act of 2023’’. 

6 SEC. 2. HELPING ANGELS LEAD OUR STARTUPS. 

7 (a) DEFINITIONS.—In this section, and for the pur8 poses of the revisions required under subsection (b)— 


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1 (1) the term ‘‘angel investor group’’ means any 

2 group that— 

3 (A) is composed of accredited investors 

4 who are interested in investing personal capital 

5 in early-stage companies; 

6 (B) holds regular meetings and has defined 

7 processes and procedures for making invest8 ment decisions, either individually or among the 

9 membership of the group as a whole; and 

10 (C) is neither associated nor affiliated with 

11 brokers, dealers, or investment advisers; and 

12 (2) the term ‘‘issuer’’ means an issuer that— 

13 (A) is a business; 

14 (B) is not in bankruptcy or receivership; 

15 and 

16 (C) is not a blank check, blind pool, or 

17 shell company. 

18 (b) CLARIFICATION OF GENERAL SOLICITATION.— 

19 (1) IN GENERAL.—Not later than 180 days 

20 after the date of enactment of this Act, the Securi21 ties and Exchange Commission shall revise sections 

22 230.500 through 230.508 of title 17, Code of Fed23 eral Regulations (referred to in this subsection as 

24 ‘‘Regulation D’’), to require that, in carrying out the 

25 prohibition against general solicitation or general adVerDate Sep 11 2014 17:07 Nov 19, 2023 Jkt 049200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\S3298.IS S3298

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1 vertising under section 230.502(c) of title 17, Code 

2 of Federal Regulations, the prohibition shall not 

3 apply to a presentation or other communication 

4 made by or on behalf of an issuer at an event— 

5 (A) sponsored by— 

6 (i) the United States; 

7 (ii) any territory of the United States; 

8 (iii) the District of Columbia; 

9 (iv) any State; 

10 (v) a political subdivision of any State 

11 or territory; 

12 (vi) an agency or public instrumen13 tality of any entity described in clauses (i) 

14 through (v); 

15 (vii) a college, university, or other in16 stitution of higher education; 

17 (viii) a nonprofit organization; 

18 (ix) an angel investor group; 

19 (x) a venture forum, venture capital 

20 association, or trade association; or 

21 (xi) any other group, person, or entity 

22 that the Securities and Exchange Commis23 sion may, by rule, determine to be appro24 priate; 


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1 (B) where any advertising for the event 

2 does not reference any specific offering of secu3 rities by the issuer; 

4 (C) the sponsor of which— 

5 (i) does not make investment rec6 ommendations or provide investment ad7 vice to attendees of the event; 

8 (ii) does not engage in an active role 

9 in any investment negotiations between the 

10 issuer and investors attending the event; 

11 (iii) does not charge attendees of the 

12 event any fees other than reasonable ad13 ministrative fees; 

14 (iv) does not receive any compensation 

15 for— 

16 (I) making introductions between 

17 investors attending the event and 

18 issuers; or 

19 (II) investment negotiations be20 tween the parties described in sub21 clause (I); 

22 (v) makes readily available to 

23 attendees of the event a disclosure not 

24 longer than 1 page in length, as prescribed 

25 by the Securities and Exchange CommisVerDate Sep 11 2014 17:07 Nov 19, 2023 Jkt 049200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\S3298.IS S3298

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1 sion, describing the nature of the event 

2 and the risks of investing in the issuers 

3 presenting at the event; and 

4 (vi) does not receive any compensation 

5 with respect to the event that would re6 quire registration of the sponsor as— 

7 (I) a broker or a dealer under the 

8 Securities Exchange Act of 1934 (15 

9 U.S.C. 78a et seq.); or 

10 (II) an investment advisor under 

11 the Investment Advisers Act of 1940 

12 (15 U.S.C. 80b–1 et seq.); and 

13 (D) where no specific information regard14 ing an offering of securities by the issuer is 

15 communicated or distributed by or on behalf of 

16 the issuer, other than— 

17 (i) that the issuer is in the process of 

18 offering securities or planning to offer se19 curities; 

20 (ii) the type and amount of securities 

21 being offered; 

22 (iii) the amount of securities being of23 fered that have already been subscribed 

24 for; and 


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1 (iv) the intended use of proceeds of 

2 the offering. 

3 (2) RULE OF CONSTRUCTION.—Paragraph (1) 

4 may only be construed as requiring the Securities 

5 and Exchange Commission to amend Regulation D 

6 with respect to presentations and communications 

7 and not with respect to purchases or sales. 

8 (3) NO PRE-EXISTING SUBSTANTIVE RELATION9 SHIP BY REASON OF EVENT.—Attendance at an 

10 event described in paragraph (1) shall not qualify, 

11 by itself, as establishing a pre-existing substantive 

12 relationship between an issuer and a purchaser for 

13 the purposes of section 230.506(b) of title 17, Code 

14 of Federal Regulations. 

Æ 


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