,,ii  #aafth ,,congress  #ast ,session  
,s4 #ajfc  ,,in ,,the ,,senate ,,of     
,,the ,,united ,,states  ,april #h1     
#bjai,mr4 ,murphy 7for himself1 ,mr4    
,toomey1 ,mr4 ,schatz1 ,mr4 ,tillis1    
,ms4 ,sinema1 and ,mr4 ,thune7          
introduced the following bill2 which was
 read twice and referred to the         
,committee on ,banking1 ,housing1 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 advertising1 and
 for other purposes4  #a4 ,short title  
,this ,act may be cited as the ,helping 
,angels ,lead ,our ,startups ,act of    
#bjai or the ,,halos ,act of #bjai4  #b4
 ,helping angels lead our startups  7a7 
,definitions ,in this section1 and for  
the purposes of the revisions required  
under subsection 7b7--  7#a7 the term   
angel investor group means any group    
that-- 7,a7 is composed of accredited   
investors who are interested in         

investing personal capital in           
early-stage companies2  7,b7 holds      
regular meetings and has defined        
processes and procedures for making     
investment decisions1 either            
individually or among the membership of 
the group as a whole2 and  7,c7 is      
neither associated nor affiliated with  
brokers1 dealers1 or investment         
advisers2 and  7#b7 the term issuer     
means an issuer that--  7,a7 is a       
business2  7,b7 is not in bankruptcy or 
receivership2 and  7,c7 is not a blank  
check1 blind pool1 or shell company4    
7b7 ,clarification of general           
solicitation  7#a7 ,in general ,not     
later than #ahj days after the date of  
enactment of this ,act1 the ,securities 
and ,exchange ,commission shall revise  
sections #bcj4ejj through #bcj4ejh of   
title #ag1 ,code of ,federal            
,regulations 7referred to in this       
subsection as ,regulation ,d71 to       
require that1 in carrying out the       
prohibition against general solicitation

 or general advertising under section   
#bcj4ejb7;c7 of title #ag1 ,code of     
,federal ,regulations1 the prohibition  
shall not apply to a presentation or    
other communication made by or on behalf
 of an issuer at an event--  7,a7       
sponsored by-- 7i7 the ,united ,states2 
7ii7 any territory of the ,united       
,states2  7iii7 the ,district of        
,columbia2  7iv7 any ,state2  7v7 a     
political subdivision of any ,state or  
territory2  7vi7 an agency or public    
instrumentality of any entity described 
in clauses 7i7 through 7v72  7vii7 a    
college1 university1 or other           
institution of higher education2  7viii7
 a nonprofit organization2  7ix7 an     
angel investor group2  7x7 a venture    
forum1 venture capital association1 or  
trade association2 or  7xi7 any other   
group1 person1 or entity that the       
,securities and ,exchange ,commission   
may1 by rule1 determine to be           
appropriate2  7,b7 where any advertising
 for the event does not reference any   

specific offering of securities by the  
issuer2  7,c7 the sponsor of which-- 7i7
 does not make investment               
recommendations or provide investment   
advice to attendees of the event2  7ii7 
does not engage in an active role in any
 investment negotiations between the    
issuer and investors attending the      
event2  7iii7 does not charge attendees 
of the event any fees other than        
reasonable administrative fees2  7iv7   
does not receive any compensation for-- 
7,i7 making introductions between       
investors attending the event and       
issuers2 or  7,,ii7 investment          
negotiations between the parties        
described in subclause 7,i72  7v7 makes 
readily available to attendees of the   
event a disclosure not longer than #a   
page in length1 as prescribed by the    
,securities and ,exchange ,commission1  
describing the nature of the event and  
the risks of investing in the issuers   
presenting at the event2 and  7vi7 does 
not receive any compensation with       

respect to the event that would require 
registration of the sponsor as--  7,i7 a
 broker or a dealer under the           
,securities ,exchange ,act of #aicd 7#ae
 ,u4,s4,c4 #gh;a et seq472 or  7,,ii7 an
 investment advisor under the           
,investment ,advisers ,act of #aidj 7#ae
 ,u4,s4,c4 #hj;b-#a et seq472 and  7,d7 
where no specific information regarding 
an offering of securities by the issuer 
is communicated or distributed by or on 
behalf of the issuer1 other than--  7i7 
that the issuer is in the process of    
offering securities or planning to offer
 securities2  7ii7 the type and amount  
of securities being offered2  7iii7 the 
amount of securities being offered that 
have already been subscribed for2 and   
7iv7 the intended use of proceeds of the
 offering4  7#b7 ,rule of construction  
,paragraph 7#a7 may only be construed as
 requiring the ,securities and ,exchange
 ,commission to amend ,regulation ,d    
with respect to presentations and       
communications and not with respect to  

purchases or sales4  7#c7 ,no           
pre-existing substantive relationship by
 reason of event ,attendance at an event
 described in paragraph 7#a7 shall not  
qualify1 by itself1 as establishing a   
pre-existing substantive relationship   
between an issuer and a purchaser for   
the purposes of section #bcj4ejf7;b7 of 
title #ag1 ,code of ,federal            
,regulations4