Series 79 practice questionhardIPO Process
During an IPO roadshow, which action creates the clearest Section 12(a)(2) risk?
- ASharing the preliminary prospectus with investors
- BMaking a materially false or misleading earnings projection in an oral presentation✓ Correct answer
- CDiscussing company history and management background
- DAnswering factual questions about the company’s SEC filings
Explanation
Why B — Making a materially false or misleading earnings projection in an oral presentation
Oral offers are permitted after filing; liability turns on a material misstatement or omission, not simply whether the same statement appears in the preliminary prospectus.
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