SEC. 2. CLARIFICATION OF GENERAL SOLICITATION. 
(a) ANGEL INVESTOR GROUP DEFINED.—The term 
‘‘angel investor group’’ means any group that— 
(1) is composed of accredited investors; 
(2) holds regular meetings and has defined 
processes and procedures for making investment de-
cisions, either individually or among the membership 
of the group as a whole; and 
(3) is neither associated nor affiliated with bro-
kers, dealers, or investment advisers. 
(b) IN GENERAL.—Not later than 6 months after the 
date of enactment of this Act, the Securities and Ex-
change Commission shall revise Regulation D (17 CFR 
230.500 et seq.) to specify that the prohibition against 
general solicitation or general advertising contained in sec-
tion 230.502(c) of title 17, Code of Federal Regulations, 
shall not apply to a presentation or other communication 
made by or on behalf of an issuer which is made at an 
event in which more than one issuer participates— 
(1) sponsored by— 
(A) the United States or any territory 
thereof, the District of Columbia, any State, a 
federally recognized Indian Tribe, a political 
subdivision of any State, territory, or federally 
recognized Indian Tribe, or any agency or pub-
lic instrumentality of any of the foregoing; 
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(B) a college, university, or other institu-
tion of higher education; 
(C) a nonprofit organization; 
(D) an angel investor group; 
(E) an incubator or accelerator; 
(F) a venture forum, venture capital asso-
ciation, or trade association, other than an as-
sociation created solely for the purpose of spon-
soring an event described under this subsection; 
or 
(G) any other group, person, or entity as 
the Securities and Exchange Commission may 
determine by rule; 
(2) that is not held in any facility that is owned 
or operated by a religious organization, other than 
an institution of higher education that is accredited 
and operated primarily for post-secondary education; 
(3) where any advertising for the event does not 
reference any specific offering of securities by the 
issuer; 
(4) the sponsor of which— 
(A) 
does 
not 
make 
investment 
rec-
ommendations or provide investment advice to 
event attendees; 
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(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 attend-
ing the event and issuers, or for investment ne-
gotiations between such parties; and 
(E) 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 In-
vestment Advisers Act of 1940; 
(5) where no information regarding an offering 
of securities by the issuer is communicated or dis-
tributed by or on behalf of the issuer, other than— 
(A) that the issuer is in the process of of-
fering securities or planning to offer securities; 
(B) the type and amount of securities 
being offered; 
(C) the amount of securities being offered 
and the unsubscribed amount; and 
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(D) the intended use of proceeds of the of-
fering; and 
(6) in the case of an event that allows attendees 
to participate virtually, rather than in person, where 
online participation in the event is limited to— 
(A) individuals who are members of, or 
otherwise associated with the sponsor organiza-
tion; 
(B) individuals that the sponsor reasonably 
believes are accredited investors; or 
(C) individuals who have been invited to 
the event by the sponsor based on industry or 
investment-related experience reasonably se-
lected by the sponsor in good faith and dis-
closed in the public communications about the 
event. 
(c) RULE OF CONSTRUCTION.—Subsection (b) may 
only be construed as requiring the Securities and Ex-
change Commission to amend the requirements of Regula-
tion D with respect to presentations and communications, 
and not with respect to purchases or sales. 
Æ 
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