HALOS Act of 2025

A new definition of 'issuer' was added requiring that the issuer be a business, not in bankruptcy or receivership, not an investment company, and not a blank check, blind pool, or shell company. This excludes certain types of entities from using the safe harbor.

The entire provision limiting virtual/online participation at events (former subsection b(6)) was removed. Previously, online attendance was restricted to sponsor members, accredited investors, or individuals invited based on industry experience. Now there is no such restriction on who can participate virtually.

The definition of 'angel investor group' was narrowed to specify that members must be accredited investors 'interested in investing personal capital in early-stage companies,' adding a purpose limitation.

A new requirement was added that event sponsors must make readily available to attendees a disclosure of no more than one page (as prescribed by the SEC) describing the nature of the event and the risks of investing in the presenting issuers.

The information issuers may communicate at events was changed from 'no information regarding an offering' to 'no specific information regarding an offering,' and the disclosure of the unsubscribed amount was replaced with disclosure of the amount already subscribed for. This subtly shifts what financial information is permissible.

A new subsection (d) was added stating that attendance at a covered event does not by itself establish a pre-existing substantive relationship between an issuer and purchaser for purposes of Rule 506(b). This prevents issuers from using mere event attendance to satisfy the relationship requirement for non-accredited investors.

The operative language in subsection (b) was changed from directing the SEC to 'specify that the prohibition shall not apply' to requiring the SEC to act 'in carrying out the prohibition' such that it does not apply. This reframes the safe harbor as a limitation on how the SEC enforces the general solicitation ban rather than a direct statutory exemption.