This podcast is made by Ran Chen, who holds an EA license, Insurance and Securities licenses (Series 6, 63, 65), and the CFP® designation. He is passionate about opening access to high-quality exam preparation resources and helping learners prepare more effectively for professional certification exams. In this episode you will learn: - The Securities Act of 1933 governs the primary market, requiring registration and full disclosure for all non-exempt new issues. - The key phases of registration are the pre-filing, the cooling-off period (where marketing is allowed with a preliminary prospectus), and the post-effective period (where sales can occur). - A final prospectus, containing the offering price, must be delivered to all purchasers no later than the confirmation of the sale. - Key exemptions from registration include government securities, private placements under Regulation D, and intrastate offerings under Rule 147. - Issuers and underwriters face strict civil liability for any material misstatements or omissions in the registration statement. For more free exam prep tools, practice questions, and AI-powered explanations, visit https://open-exam-prep.com/ or YouTube Channel: https://www.youtube.com/@Open-exam-prep