In June 2014, United Pharmacy Corporation generally advertises that it will make a $4 million offering of stock in July. United Pharmacy Corporation makes the offering as advertised and, ten days after the first sale, notifies the Securities and Exchange Commission (SEC). All buyers of the stock are given material information about the company, its business, and the stock. Before the end of the year, the offering is completely sold out. The buyers include fifty unaccredited investors and fifty accredited investors. United Pharmacy Corporation does not register the offering. The SEC files a suit against Unite Pharmacy Corporation, seeking civil sanctions on the ground that this offering was not exempt from registration. United Pharmacy Corporation argues that the applicable exemption is Rule 505 of Regulation D of the Securities Act of 1933 and that they do not need to register with the SEC. Who is correct and explain why?