During a compliance drill, focus on how the Uniform Securities Act applies here. Prioritize the registration trigger and ignore irrelevant noise. An issuer conducts a private placement under the USA limited offering exemption, selling to 8 individuals over a 10-month period. Two months later, the issuer sells to 4 additional individuals. Has the issuer violated the exemption conditions?

Why B — Yes, because the total number of offerees in a 12-consecutive-month period likely exceeds the statutory limit

Under USA Section 402(b), the limited offering exemption counts the number of persons to whom the securities are offered during any 12-consecutive-month period. Since the issuer offered to 8 persons and then 4 more within a rolling 12-month window, the total of 12 likely exceeds the statutory limit (typically 10), potentially invalidating the exemption. The exam trick is the framing, not the underlying Uniform Securities Act rule.