During a compliance drill, focus on how the Uniform Securities Act applies here. Focus on what changes once the scenario is viewed through state law. 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. This variant keeps the same legal rule but shifts the setup so recall has to stay flexible.