In May 2001, National Biotech Corporation generally advertises that it will make a $4 million offering of stock in June. National makes the offer?ing as advertised and, ten days after the first sale, notifies the Securities and Exchange Commission (SEC). All buyers of the stock are given mate?rial information about the company, its business, and the stock. Before the end of the year, the offering is completely sold out. The buyers include forty unaccredited investors and fifty accredited investors. National does not register the offering. The SEC files a suit against National, seeking civil sanctions on the ground that this offering was not exempt from reg?istration. National argues that the applicable exemption is Rule 505 of Regulation D of the Securities Act of 1933 and that because of this exemp?tion, any resale of the stock is also exempt. Who is correct?

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The Answer of In May 2001, National Biotech Corporation generally advertises that it will make a $4 million offering of stock in June. National makes the offer?ing as advertised and, ten days after the first sale, notifies the Securities and Exchange Commission (SEC). All buyers of the stock are given mate?rial information about the company, its business, and the stock. Before the end of the year, the offering is completely sold out. The buyers include forty unaccredited investors and fifty accredited investors. National does not register the offering. The SEC files a suit against National, seeking civil sanctions on the ground that this offering was not exempt from reg?istration. National argues that the applicable exemption is Rule 505 of Regulation D of the Securities Act of 1933 and that because of this exemp?tion, any resale of the stock is also exempt. Who is correct?

In May 2001, National Biotech Corporation Generally Advertises That It