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?
- ABoth placements qualify for exemption if each has no more than 10 purchasers.
- BThe exemption is lost for the second placement because aggregate purchasers exceed 10.✓ Correct answer
- COnly the first placement is exempt; the second must register.
- DThe exemption is preserved if the Administrator does not object.
Explanation
Why B — The 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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