A broker-dealer completes two separate limited offerings in State V during a calendar year: one to eight individuals in January, and a second to three additional individuals in October. Both involve unregistered securities and no commissions are paid. Which is LEAST likely to be true?

AThe Administrator may require aggregation of the offerings to enforce the 10-investor limit.
BEach offering is considered separately for exemption purposes.✓ Correct answer
CThe combined offerings may violate the exemption if the total exceeds 10 non-institutional investors.
DThe Administrator may deny the exemption if both offerings are viewed as a single integrated offering.

Explanation

Why B — Each offering is considered separately for exemption purposes.

USA §402(b)(9) applies a rolling 12-month, per-issuer limit, and Administrators can aggregate related sales. Treating them as separate escapes the law’s intent and is least likely to be allowed. All others reflect Administrator authority.

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