A company planning an IPO gives a presentation at an industry conference two weeks before filing its S-1. The CEO discusses the company's strong growth and new product pipeline to an audience that includes many potential investors. What is the primary legal concern?

Why B — Possible gun jumping from an impermissible pre-filing offer

Communications by an issuer that could condition the market for an upcoming offering may constitute gun jumping in violation of Section 5(c), even if the IPO is not explicitly mentioned. The SEC takes a broad view of what constitutes an 'offer,' and promotional communications about the company's business near the time of an offering can be viewed as an attempt to generate investor interest. While the SEC has provided safe harbors for certain routine communications (Rule 163A for communications more than 30 days before filing), a promotional presentation to potential investors two weeks before filing raises significant gun-jumping concerns.