HALOS Act

To clarify the definition of general solicitation under Federal securities law. 1. Short title This Act may be cited as the Helping Angels Lead Our Startups Act HALOS Act 2. Definition of angel investor group As used in this Act, the term angel investor group (1) is composed primarily of individual accredited investors who are interested in investing personal capital in early-stage companies; (2) 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 (3) is not connected to broker-dealers or investment advisers. 3. Clarification of general solicitation The Securities and Exchange Commission shall amend Regulation D of its rules (17 C.F.R. 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, by the District of Columbia, by any State, by a political subdivision of any State or territory, or by 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; and (C) does not charge event attendees any fees other than administrative fees; 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.

Summary: Helping Angels Lead Our Startups Act or the HALOS Act Directs the Securities and Exchange Commission to amend Regulation D (governing the limited offer and sale of securities without registration under the Securities Act of 1933) to make the prohibition against general solicitation or general advertising inapplicable to events with specified kinds of sponsors (including angel investor groups not connected to broker-dealers or investment advisers) where: presentations or communications are made by or on behalf of an issuer, the advertising does not refer to any specific offering of securities by the issuer, the sponsor does not engage in certain activities (such as offering investment recommendations or advice to attendees), and no specific information regarding a securities offering is communicated (other than that the issuer is in the process of offering or planning to offer securities, including the type and amount of securities being offered).