H.R. 4171

[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