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H. R. 4171 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.
Summary
This bill creates a new micro-offering exemption under the Securities Act of 1933 allowing small issuers to raise up to $500,000 in a 12-month period without complying with mandated disclosure and filing requirements. The exemption is still subject to federal antifraud provisions and does not apply to persons subject to certain disqualifications. The $500,000 threshold will be adjusted every 5 years for inflation based on the Consumer Price Index. This exemption also applies to offerings under state securities laws.
AI-generated plain-language summary of the bill text — neutral, and may be imperfect. See the full text below for the exact wording.
Sponsor (1)
Actions (6)
- Mar 25, 2026 Placed on the Union Calendar, Calendar No. 492. · house
- Mar 25, 2026 Reported (Amended) by the Committee on Financial Services. H. Rept. 119-572. · house
- Mar 4, 2026 Ordered to be Reported by the Yeas and Nays: 26 - 17. · house
- Mar 4, 2026 Committee Consideration and Mark-up Session Held · house
- Jun 26, 2025 Referred to the House Committee on Financial Services. · house
- Jun 26, 2025 Introduced in House
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Text versions (2)
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Full text
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
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