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Series 63: Regulation of Securities & Issuers
Series 63 practice questionhardEdge case – consecutive private placements

A small issuer directs a private-placement offer in State M to 10 individuals in January and to 8 different individuals in June. No offers are directed to institutions and no commissions are paid. What is the result under the USA?

  1. ABoth placements qualify for exemption if each has no more than 10 purchasers.
  2. BThe exemption is lost for the second placement because aggregate purchasers exceed 10.✓ Correct answer
  3. COnly the first placement is exempt; the second must register.
  4. DThe exemption is preserved if the Administrator does not object.
Explanation

Why BThe exemption is lost for the second placement because aggregate purchasers exceed 10.

The USA limited-offering exemption aggregates offers directed to non-institutional persons in the state during any 12-consecutive-month period. Eighteen such offers exceed the default limit of 10, so the later offering cannot rely on that exemption.

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