[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4171 Reported in House (RH)]
<DOC>
Union Calendar No. 492
119th CONGRESS
2d Session
H. R. 4171
[Report No. 119-572]
To amend the Securities Act of 1933 to provide small issuers with a
micro-offering exemption free of mandated disclosures or offering
filings, but subject to the antifraud provisions of the Federal
securities laws, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
June 26, 2025
Mr. Garbarino introduced the following bill; which was referred to the
Committee on Financial Services
March 25, 2026
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed
[Strike out all after the enacting clause and insert the part printed
in italic]
[For text of introduced bill, see copy of bill as introduced on June
26, 2025]
_______________________________________________________________________
A BILL
To amend the Securities Act of 1933 to provide small issuers with a
micro-offering exemption free of mandated disclosures or offering
filings, but subject to the antifraud provisions of the Federal
securities laws, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Small Entrepreneurs' Empowerment and
Development Act of 2025'' or the ``SEED Act of 2025''.
SEC. 2. MICRO-OFFERING EXEMPTION.
(a) In General.--Section 4 of the Securities Act of 1933 (15 U.S.C.
77d) is amended--
(1) in subsection (a), by adding at the end the following:
``(8) transactions meeting the requirements of subsection
(f).''; and
(2) by adding at the end the following:
``(f) Micro-Offerings.--
``(1) In general.--The transactions referred to in
subsection (a)(8) are transactions involving the offer or sale
of securities by an issuer (including all entities controlled
by or under common control with the issuer) where the aggregate
amount of all securities offered or sold by the issuer,
including any amount sold in reliance on the exemption provided
under subsection (a)(8), during the 12-month period preceding
the date of such transaction, does not exceed $500,000.
``(2) Adjustment.--The dollar amount in paragraph (1) shall
be adjusted by the Commission not less frequently than once
every 5 years and at the same time as the adjustments made
under section 4A(h), by notice published in the Federal
Register to reflect any change in the Consumer Price Index for
All Urban Consumers published by the Bureau of Labor
Statistics, setting the threshold to the nearest $10,000.
``(3) Bad actor prohibition.--The exemption under this
subsection shall not apply to any person subject to--
``(A) an event that would disqualify an issuer or
other covered person under section 230.506(d) of title
17, Code of Federal Regulations, or any successor
regulation; or
``(B) a statutory disqualification, as defined in
section 3(a) of the Securities Exchange Act of 1934 (15
U.S.C. 78c(a)).''.
(b) Exemption Under State Regulations.--Section 18(b)(4) of the
Securities Act of 1933 (15 U.S.C. 77r(b)(4)) is amended--
(1) in subparagraph (F), by striking ``or'' at the end;
(2) in subparagraph (G), by striking the period and
inserting ``; or''; and
(3) by adding at the end the following:
``(H) section 4(a)(8).''.
Union Calendar No. 492
119th CONGRESS
2d Session
H. R. 4171
[Report No. 119-572]
_______________________________________________________________________
A BILL
To amend the Securities Act of 1933 to provide small issuers with a
micro-offering exemption free of mandated disclosures or offering
filings, but subject to the antifraud provisions of the Federal
securities laws, and for other purposes.
_______________________________________________________________________
March 25, 2026
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed