SEED Act of 2025

This legislation amends the Securities Act of 1933 to establish a new micro-offering exemption for small issuers, aiming to simplify capital raising. Under this exemption, companies can sell securities to raise up to $250,000 within a 12-month period without mandated disclosures or offering filings. While reducing regulatory burdens, all transactions under this exemption remain fully subject to the antifraud provisions of federal securities laws, maintaining investor protection. The bill directs the Securities and Exchange Commission (SEC) to develop specific disqualification provisions within 270 days of enactment. These disqualification rules will prevent issuers with certain regulatory violations or criminal convictions from utilizing the exemption. Such violations include final orders from various financial regulators that bar individuals from industry activities or involve fraudulent conduct, as well as convictions for securities-related felonies or misdemeanors. Additionally, offerings made under this new exemption will be classified as "covered securities," precluding states from imposing their own registration or qualification requirements.