A banker intentionally withholds a material negative fact while offering a security, but the client does not buy. Which statement is true under the USA?

1. AThe offer-stage conduct can violate Section 101, and a willful violation can support criminal prosecution even without a completed sale✓ Correct answer
2. BAntifraud provisions never apply unless a sale closes
3. CThe Administrator lacks authority because the client declined
4. DStrict civil seller liability automatically applies despite no sale

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