Ipco Inc., which was not a reporting company prior to the filing of its registration statement, made its first public offering through a registration statement that became effective June 1. Its securities are now traded through the Over-the-Counter-Bulletin-Board. Arbitrage House & Co., on its trading account. Six days later, Arbitrage's account executives began recommending Ipco to their clients, identifying Arbitrage as a principal in such sales. Did Arbitrage violate Section 5 by failing to deliver a prospective to its clients who purchased Ipco shares?